<PAGE>   1
As filed with the Securities and Exchange Commission on July 10, 1996
                                     Registration Statement No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            -----------------------

                            THE JOHN NUVEEN COMPANY
             (Exact name of registrant as specified in its charter)


               Delaware                                    36-3817266
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                  Identification Number)

        333 West Wacker Drive
          Chicago, Illinois                                  60606
(Address of principal executive offices)                   (Zip Code)


                    NUVEEN 1996 EQUITY INCENTIVE AWARD PLAN
                            (Full title of the Plan)

                           --------------------------

                           James J. Wesolowski, Esq.
                 Vice President, General Counsel and Secretary
                            The John Nuveen Company
                             333 West Wacker Drive
                            Chicago, Illinois  60606
                    (Name and address of agent for service)

                                 (312) 917-7700
                    (Telephone number, including area code,
                             of agent for service)


                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                        Proposed     Proposed
                                         Maximum     Maximum
        Title of                        Offering    Aggregate      Amount of
     Securities to      Amount to be    Price Per    Offering    Registration
    be Registered      Registered (1)   Share (2)   Price (2)        Fee
- --------------------------------------------------------------------------------
    <S>               <C>               <C>        <C>           <C>

    Class A Common
    Stock, par value
    $.01 per share    3,800,000 shares     $24.69   $93,822,000   $32,352.41
</TABLE>


1.   Plus such indeterminate number of shares as may be issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933.

2.   Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
     1933, the proposed maximum offering price per share and the registration
     fee are based on the reported average of the high and low prices for the
     Registrant's Class A Common Stock on the New York Stock Exchange on July
     5, 1996.




<PAGE>   2




     PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

     Item 1. Plan Information.

     Item 2. Registrant Information and Employee Plan Annual Information.



     PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

             The following documents previously filed by The John Nuveen
     Company (the "Company") with the Securities and Exchange
     Commission (the "Commission") are incorporated by reference
     herein and shall be deemed to be a part hereof:

             (1) The Company's Annual Report on Form 10-K for the year
                 ended December 31, 1995.

             (2) All other reports filed pursuant to Section 13(a) or
                 15(d) of the Securities Exchange Act of 1934, as amended (the  
                 "Exchange Act") since the end of the last fiscal year
                 covered by the registrant document referred to in (1) above.

             (3) The description of the Company's Class A Common Stock
                 contained in the Registration Statement on Form 8-A, filed
                 with the Commission pursuant to Section 12 of the Exchange Act 
                 on April 27, 1992, including any amendment or report filed for
                 the purpose of updating such description.

     _________________

     (1) This information is not required to be included in, and is
     not incorporated by reference in, this Registration Statement.


<PAGE>   3
          All documents subsequently filed by the Company pursuant to
     Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
     the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be
     incorporated by reference in this Registration Statement and to
     be part hereof from their respective dates of filing (such
     documents, and the documents enumerated above, being hereinafter
     referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document shall be
     deemed to be modified or superseded for purposes of this
     Registration Statement to the extent that a statement contained
     herein or in any other subsequently filed Incorporated Document
     modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not be deemed, except as so modified
     or superseded, to constitute a part of this Registration
     Statement.


     Item 4.  Description of Securities.

              Not Applicable.

     Item 5.  Interests of Named Experts and Counsel.


          The legality of the Class A Common Stock being registered is
     being passed upon for the Company by James J. Wesolowski, Esq.,
     Vice President, General Counsel and Secretary of the Company.  At
     July 1, 1996, Mr. Wesolowski owned 38,000 shares of the Class A
     Common Stock and has vested options to purchase a 150,000
     additional shares, at $18 per share, pursuant to the Company's
     1992 Incentive Plan.  Mr. Wesolowski has also been granted
     options and restricted stock under the Company's 1996 employee
     stock plans relating to 89,110 shares of the Class A Common
     Stock, including 11,000 restricted shares, 48,500 option shares
     at $30 and 29,610 option shares at $25 awarded under the Nuveen
     1996 Equity Incentive Award Plan.

     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102 of the Delaware General Corporation Law allows a
     corporation to eliminate the personal liability of a director to
     the corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director, except in cases where the
     director breached his duty of loyalty, failed to act in good
     faith, engaged in intentional misconduct or a knowing violation
     of law, authorized the unlawful payment of a dividend or approved
     an unlawful stock repurchase or derived an improper personal
     benefit.  The Company's Restated Certificate of Incorporation
     contains a provision which eliminates directors' personal
     liability as set forth above.



                                      -2-


<PAGE>   4


          Section 145 of the Delaware General Corporation Law provides
     that a corporation may indemnify any person who was or is
     threatened to be a party to any threatened, pending or completed
     action, suit, or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he is
     or was a director, officer, employee or agent of the corporation
     or is or was serving at its request in such capacity in another
     corporation or business association against expenses (including
     attorneys' fees), judgments, fines and amounts paid in
     settlement, actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to
     the best interests of the corporation and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe
     his conduct was unlawful.

          Article TWELFTH of the Company's Restated Certificate of
     Incorporation and Section 6.4 of Article VI of the Company's
     Bylaws provide in effect that the Company shall indemnify its
     directors, officers and employees to the extent permitted by
     Section 145 of the Delaware General Corporation Law.


     Item 7.  Exemption From Registration Claimed.

              Not Applicable.

     Item 8.  Exhibits.
              
              EXHIBIT NUMBER     DESCRIPTION OF EXHIBITS
                     
                               
              4.1                The Company's Restated
                                 Certificate of Incorporation (incorporated by
                                 reference to Exhibit 3.1 to the Company's
                                 Registration Statement on Form S-1 (No.
                                 33-46922))
                            
              4.2                Nuveen 1996 Equity Incentive
                                 Award Plan
                            
              5                  Opinion of Counsel
                            
              23.1               Consent of Independent Public
                                 Accountants
                            
              23.2               Consent of Counsel (included in
                                 Exhibit 5)
                            
                            
              
              
            


                                      -3-


<PAGE>   5


     Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are
              being made, a post-effective amendment to this registration 
              statement:

               (i)  To include any prospectus required by section 10(a)(3) of 
                    the Securities Act of 1933 (the "Securities Act");

              (ii)  To reflect in the prospectus any facts or events arising 
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,    
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

             (iii)  To include any material information with respect to the 
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if the registration statement is on Form S-3 or
          Form S-8, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section
          13 or Section 15(d) of the 1934 Act that are incorporated by
          reference in the registration statement.

          (2)  That, for the purpose of determining any
               liability under the Securities Act, each such
               post-effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide
               offering thereof.

          (3)  To remove from registration by means of a
               post-effective amendment any of the securities being
               registered which remain unsold at the termination of
               the offering.




                                      -4-


<PAGE>   6


     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities
          Act, each filing of the registrant's annual report pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act (and,
          where applicable, each filing of an employee benefit plan's
          annual report pursuant to Section 15(d) of the Exchange Act)
          that is incorporated by reference in the registration
          statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
          under the Securities Act may be permitted to directors,
          officers and controlling persons of the registrant pursuant
          to the foregoing provisions, or otherwise, the registrant
          has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public
          policy as expressed in the Securities Act and is, therefore,
          unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the
          matter has been settled by a controlling precedent, submit
          to a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the
          final adjudication of such issue.




                                      -5-


<PAGE>   7


                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933,
     the Registrant certifies that it has reasonable grounds to
     believe that it meets all of the requirements for filing on Form
     S-8 and has duly caused this Registration Statement to be signed
     on its behalf by the undersigned, thereunto duly authorized, in
     the City of Chicago, State of Illinois, on this 9th day of July,
     1996.

                                       THE JOHN NUVEEN COMPANY



                                       By /s/ James J. Wesolowski
                                          -------------------------------
                                          James J. Wesolowski
                                          Vice President, General Counsel
                                          and Secretary


          Pursuant to the requirements of the Securities Act of 1933,
     this Registration Statement has been signed by the following
     persons in the capacities indicated on July 9, 1996.


                     Signature                        Title
                     ---------                        -----



            /s/ Timothy R. Schwertfeger 
            ----------------------------    Chairman, Chief Executive
                Timothy R. Schwertfeger     Officer and Director
                                            (Principal Executive Officer)


            /s/ Anthony T. Dean             
            ----------------------------    President, Chief Operating
                Anthony T. Dean             Officer and Director
                                            (Principal Financial Officer)




                                      -6-


<PAGE>   8




    /s/ Willard L. Boyd
    ------------------------------           Director
        Willard L. Boyd

    /s/ Andrew I. Douglass
    ------------------------------           Director
        Andrew I. Douglass

    /s/ W. John Driscoll
    ------------------------------           Director
        W. John Driscoll

    /s/ Duane R. Kullberg
    ------------------------------           Director
        Duane R. Kullberg

    /s/ Douglas W. Leatherdale
    ------------------------------           Director
        Douglas W. Leatherdale

    /s/ Patrick A. Thiele
    ------------------------------           Director
        Patrick A. Thiele

    /s/ O. Walter Renfftlen
    ------------------------------           Vice President and Controller
        O. Walter Renfftlen                  (Principal Accounting Officer)






                                     -7-

<PAGE>   9




                                 EXHIBIT INDEX




         EXHIBIT
         NUMBER                   DESCRIPTION                PAGE
         -------                  -----------                ----

           4.2              Nuveen 1996 Equity Incentive
                            Award Plan

            5               Opinion of Counsel

          23.1              Consent of Independent
                            Public Accountants








                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17602}]
{"company-data": {"conformed-name": "NUVEEN JOHN COMPANY", "cik": "0000885708", "assigned-sic": "6211", "irs-number": "363817266", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07873", "film-number": "96593017"}, "business-address": {"street1": "333 W WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3129177700"}, "mail-address": {"street1": "333 WEST WACKER DR", "city": "CHICAGO", "state": "IL", "zip": "60606"}}
1
As filed with the Securities and Exchange Commission on July 10, 1996
                                     Registration Statement No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            -----------------------

                            THE JOHN NUVEEN COMPANY
             (Exact name of registrant as specified in its charter)

               Delaware                                    36-3817266
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                  Identification Number)

        333 West Wacker Drive
          Chicago, Illinois                                  60606
(Address of principal executive offices)                   (Zip Code)

                    NUVEEN 1996 EQUITY INCENTIVE AWARD PLAN
                            (Full title of the Plan)

                           --------------------------

                           James J. Wesolowski, Esq.
                 Vice President, General Counsel and Secretary
                            The John Nuveen Company
                             333 West Wacker Drive
                            Chicago, Illinois  60606
                    (Name and address of agent for service)

                                 (312) 917-7700
                    (Telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                        Proposed     Proposed
                                         Maximum     Maximum
        Title of                        Offering    Aggregate      Amount of
     Securities to      Amount to be    Price Per    Offering    Registration
    be Registered      Registered (1)   Share (2)   Price (2)        Fee
- --------------------------------------------------------------------------------
Class A Common
    Stock, par value
    $.01 per share    3,800,000 shares     $24.69   $93,822,000   $32,352.41
1.   Plus such indeterminate number of shares as may be issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933.

2.   Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
     1933, the proposed maximum offering price per share and the registration
     fee are based on the reported average of the high and low prices for the
     Registrant's Class A Common Stock on the New York Stock Exchange on July
     5, 1996.
2

     PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)

     Item 1. Plan Information.

     Item 2. Registrant Information and Employee Plan Annual Information.

     PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

             The following documents previously filed by The John Nuveen
     Company (the "Company") with the Securities and Exchange
     Commission (the "Commission") are incorporated by reference
     herein and shall be deemed to be a part hereof:

             (1) The Company's Annual Report on Form 10-K for the year
                 ended December 31, 1995.

             (2) All other reports filed pursuant to Section 13(a) or
                 15(d) of the Securities Exchange Act of 1934, as amended (the  
                 "Exchange Act") since the end of the last fiscal year
                 covered by the registrant document referred to in (1) above.

             (3) The description of the Company's Class A Common Stock
                 contained in the Registration Statement on Form 8-A, filed
                 with the Commission pursuant to Section 12 of the Exchange Act 
                 on April 27, 1992, including any amendment or report filed for
                 the purpose of updating such description.

     _________________

     (1) This information is not required to be included in, and is
     not incorporated by reference in, this Registration Statement.
3
          All documents subsequently filed by the Company pursuant to
     Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
     the filing of a post-effective amendment which indicates that all
     securities offered have been sold or which deregisters all
     securities then remaining unsold, shall be deemed to be
     incorporated by reference in this Registration Statement and to
     be part hereof from their respective dates of filing (such
     documents, and the documents enumerated above, being hereinafter
     referred to as "Incorporated Documents").

          Any statement contained in an Incorporated Document shall be
     deemed to be modified or superseded for purposes of this
     Registration Statement to the extent that a statement contained
     herein or in any other subsequently filed Incorporated Document
     modifies or supersedes such statement.  Any such statement so
     modified or superseded shall not be deemed, except as so modified
     or superseded, to constitute a part of this Registration
     Statement.

     Item 4.  Description of Securities.

              Not Applicable.

     Item 5.  Interests of Named Experts and Counsel.

          The legality of the Class A Common Stock being registered is
     being passed upon for the Company by James J. Wesolowski, Esq.,
     Vice President, General Counsel and Secretary of the Company.  At
     July 1, 1996, Mr. Wesolowski owned 38,000 shares of the Class A
     Common Stock and has vested options to purchase a 150,000
     additional shares, at $18 per share, pursuant to the Company's
     1992 Incentive Plan.  Mr. Wesolowski has also been granted
     options and restricted stock under the Company's 1996 employee
     stock plans relating to 89,110 shares of the Class A Common
     Stock, including 11,000 restricted shares, 48,500 option shares
     at $30 and 29,610 option shares at $25 awarded under the Nuveen
     1996 Equity Incentive Award Plan.

     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 102 of the Delaware General Corporation Law allows a
     corporation to eliminate the personal liability of a director to
     the corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director, except in cases where the
     director breached his duty of loyalty, failed to act in good
     faith, engaged in intentional misconduct or a knowing violation
     of law, authorized the unlawful payment of a dividend or approved
     an unlawful stock repurchase or derived an improper personal
     benefit.  The Company's Restated Certificate of Incorporation
     contains a provision which eliminates directors' personal
     liability as set forth above.

                                      -2-
4

          Section 145 of the Delaware General Corporation Law provides
     that a corporation may indemnify any person who was or is
     threatened to be a party to any threatened, pending or completed
     action, suit, or proceeding, whether civil, criminal,
     administrative or investigative, by reason of the fact that he is
     or was a director, officer, employee or agent of the corporation
     or is or was serving at its request in such capacity in another
     corporation or business association against expenses (including
     attorneys' fees), judgments, fines and amounts paid in
     settlement, actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to
     the best interests of the corporation and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe
     his conduct was unlawful.

          Article TWELFTH of the Company's Restated Certificate of
     Incorporation and Section 6.4 of Article VI of the Company's
     Bylaws provide in effect that the Company shall indemnify its
     directors, officers and employees to the extent permitted by
     Section 145 of the Delaware General Corporation Law.

     Item 7.  Exemption From Registration Claimed.

              Not Applicable.

     Item 8.  Exhibits.
              
              EXHIBIT NUMBER     DESCRIPTION OF EXHIBITS
                     
                               
              4.1                The Company's Restated
                                 Certificate of Incorporation (incorporated by
                                 reference to Exhibit 3.1 to the Company's
                                 Registration Statement on Form S-1 (No.
                                 33-46922))
                            
              4.2                Nuveen 1996 Equity Incentive
                                 Award Plan
                            
              5                  Opinion of Counsel
                            
              23.1               Consent of Independent Public
                                 Accountants
                            
              23.2               Consent of Counsel (included in
                                 Exhibit 5)
                            
                            
              
              
            

                                      -3-
5

     Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are
              being made, a post-effective amendment to this registration 
              statement:

               (i)  To include any prospectus required by section 10(a)(3) of 
                    the Securities Act of 1933 (the "Securities Act");

              (ii)  To reflect in the prospectus any facts or events arising 
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,    
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

             (iii)  To include any material information with respect to the 
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if the registration statement is on Form S-3 or
          Form S-8, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in
          periodic reports filed by the registrant pursuant to Section
          13 or Section 15(d) of the 1934 Act that are incorporated by
          reference in the registration statement.

          (2)  That, for the purpose of determining any
               liability under the Securities Act, each such
               post-effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such securities at
               that time shall be deemed to be the initial bona fide
               offering thereof.

          (3)  To remove from registration by means of a
               post-effective amendment any of the securities being
               registered which remain unsold at the termination of
               the offering.

                                      -4-
6

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities
          Act, each filing of the registrant's annual report pursuant
          to Section 13(a) or Section 15(d) of the Exchange Act (and,
          where applicable, each filing of an employee benefit plan's
          annual report pursuant to Section 15(d) of the Exchange Act)
          that is incorporated by reference in the registration
          statement shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
          under the Securities Act may be permitted to directors,
          officers and controlling persons of the registrant pursuant
          to the foregoing provisions, or otherwise, the registrant
          has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public
          policy as expressed in the Securities Act and is, therefore,
          unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the
          matter has been settled by a controlling precedent, submit
          to a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as
          expressed in the Securities Act and will be governed by the
          final adjudication of such issue.

                                      -5-
7

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
     the Registrant certifies that it has reasonable grounds to
     believe that it meets all of the requirements for filing on Form
     S-8 and has duly caused this Registration Statement to be signed
     on its behalf by the undersigned, thereunto duly authorized, in
     the City of Chicago, State of Illinois, on this 9th day of July,
     1996.

                                       THE JOHN NUVEEN COMPANY

                                       By /s/ James J. Wesolowski
                                          -------------------------------
                                          James J. Wesolowski
                                          Vice President, General Counsel
                                          and Secretary

          Pursuant to the requirements of the Securities Act of 1933,
     this Registration Statement has been signed by the following
     persons in the capacities indicated on July 9, 1996.

                     Signature                        Title
                     ---------                        -----

            /s/ Timothy R. Schwertfeger 
            ----------------------------    Chairman, Chief Executive
                Timothy R. Schwertfeger     Officer and Director
                                            (Principal Executive Officer)

            /s/ Anthony T. Dean             
            ----------------------------    President, Chief Operating
                Anthony T. Dean             Officer and Director
                                            (Principal Financial Officer)

                                      -6-
8

    /s/ Willard L. Boyd
    ------------------------------           Director
        Willard L. Boyd

    /s/ Andrew I. Douglass
    ------------------------------           Director
        Andrew I. Douglass

    /s/ W. John Driscoll
    ------------------------------           Director
        W. John Driscoll

    /s/ Duane R. Kullberg
    ------------------------------           Director
        Duane R. Kullberg

    /s/ Douglas W. Leatherdale
    ------------------------------           Director
        Douglas W. Leatherdale

    /s/ Patrick A. Thiele
    ------------------------------           Director
        Patrick A. Thiele

    /s/ O. Walter Renfftlen
    ------------------------------           Vice President and Controller
        O. Walter Renfftlen                  (Principal Accounting Officer)

                                     -7-
9

                                 EXHIBIT INDEX

         EXHIBIT
         NUMBER                   DESCRIPTION                PAGE
         -------                  -----------                ----

           4.2              Nuveen 1996 Equity Incentive
                            Award Plan

            5               Opinion of Counsel

          23.1              Consent of Independent
                            Public Accountants

                                      -8-