<PAGE>

     As filed with the Securities and Exchange Commission on June 29, 2000
                                              Registration Number 333-____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                INTERLIANT, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                             13-397-8980
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

     Two Manhattanville Road                                       10577
       Purchase, New York                                        (Zip Code)
(Address of Principal Executive Offices)


                  INTERLIANT, INC. EMPLOYEE STOCK PURCHASE PLAN

                            (Full Title of the Plan)
                              Bruce S. Klein, Esq.
                     Senior Vice President, General Counsel
                                  and Secretary
                                Interliant, Inc.
                             Two Manhattanville Road
                            Purchase, New York 10577
                                 (914) 640-9000
            (Name, address and telephone number of agent for service)

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

                                   Copies to:
                                E. Ann Gill, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                          New York, New York 10019-6092
                                 (212) 259-8000

                             ----------------------
<PAGE>

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                  Proposed Maximum         Proposed Maximum
 Title Of Securities        Amount To Be          Offering Price Per       Aggregate Offering           Amount Of
 To Be Registered           Registered (1)            Unit (2)                Price (2)               Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                     <C>                     <C>                        <C>
Common Stock,
     par value $0.01
     per share                1,500,000                $20.6875               $31,031,250                 $8,193
=======================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Interliant, Inc. 2000 Employee
     Stock Purchase Plan (the "Plan") by reason of any stock dividend, stock
     split, recapitalization, merger, consolidation or reorganization of or by
     the Registrant which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock or shares issuable pursuant
     to the options.

(2)  In accordance with Rule 457(c) under the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), the maximum offering price per share is based on
     the average of the high and low prices of Interliant's Common Stock on June
     27, 2000 ($20.6875) as reported on The Nasdaq National Market.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION (1)

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION (1)

(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission by Interliant, Inc. ("Interliant") (File No. 000-26115) are
incorporated herein by reference and made a part hereof:


(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999 filed with the Securities and Exchange Commission (the
     "SEC") on March 29, 2000.

(b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
     31, 2000 filed with the SEC on May 15, 2000.

(c)  The Registrant's Current Report on Form 8-KA filed with the SEC on May
     22, 2000.

(c)  The description of the Registrant's common stock contained in the
     Registrant's Registration Statement on Form 8-A filed with the SEC on May
     18, 1999 under Section 12(g) of the Securities Exchange Act of 1934, as
     amended, including any amendment or report filed for the purpose of
     updating such description.

         All documents filed by Interliant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 the date of filing of such
documents.
<PAGE>

          The consolidated financial statements of Interliant and its
subsidiaries included in the Registration Statement for the fiscal year ended
December 31, 1999 have been incorporated herein by reference in reliance upon
the reports, also incorporated herein by reference, of Ernst & Young LLP,
independent auditors, given on their authority as experts in auditing and
accounting.

ITEM 4.  Description of Securities.

         Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

         Interliant is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by Interliant of
its officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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.

          Interliant's Amended and Restated Certificate of Incorporation and
Amended and Restated By-laws provide that Interliant shall indemnify officers
and directors and, to the extent permitted by the Board of Directors, employees
and agents of Interliant, to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware. In addition, the By-Laws
permit the Board of Directors to authorize Interliant to purchase and maintain
insurance against any liability asserted against any director, officer, employee
or agent of Interliant arising out of his capacity as such.


ITEM 7.   Exemption from Registration Claimed.

Not applicable.

ITEM 8.   Exhibits.


          The documents listed hereunder are filed as exhibits hereto.
<PAGE>

<TABLE>
<CAPTION>

Exhibit Number       Description
--------------       -----------
<S>                 <C>
 4                   Registrant's Employee Stock Purchase Plan

 5.1                 Opinion and Consent of Bruce S. Klein, General Counsel of
                     Registrant.

23.1                 Consent of Bruce S. Klein, General Counsel of Registrant.
                     (included in Exhibit 5 hereto).

23.2                 Consent of Ernst & Young LLP

23.3                 Consent of Deloitte & Touche LLP

23.4                 Consent of Smith Schafer & Associates, Ltd.
</TABLE>


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;

               (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; and

               (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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
<PAGE>

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 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 controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>

                                   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 New York, State of New York, on the 29th day of June,
2000.

                              INTERLIANT, INC.

                              By:      /s/ HERBERT R. HRIBAR
                                   --------------------------------------
                                           Herbert R. Hribar
                                   President and Chief Executive Officer

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

<TABLE>
<CAPTION>

          Signature                                 Title                         Date
          ---------                                 -----                         ----
<S>                                   <C>                                   <C>
/s/ LEONARD J. FASSLER                  Co-Chairman of the Board              June 29, 2000
----------------------------------
Leonard J. Fassler

/s/ BRADLEY A. FELD                     Co-Chairman of the Board              June 29, 2000
----------------------------------
Bradley A. Feld

                                        President, Chief Executive            June 29, 2000
/s/ HERBERT R. HRIBAR                   Officer and Director
----------------------------------
Herbert R. Hribar

                                        Chief Financial Officer
/s/ WILLIAM A WILSON                    (Chief Financial and Accounting       June 29, 2000
----------------------------------      Officer)
William A. Wilson

/s/ THOMAS C. DIRCKS                    Director                              June 29, 2000
----------------------------------
Thomas C. Dircks

/s/ JAY M. GATES                        Director                              June 29, 2000
----------------------------------
Jay M. Gates

</TABLE>
<PAGE>

/s/ MERRIL M. HALPERN          Director        June 29, 2000
-----------------------
Merril M. Halpern

/s/ JOHN P. LANDRY             Director        June 29, 2000
-----------------------
John P. Landry

/s/ CHARLES R. LAX             Director        June 29, 2000
-----------------------
Charles R. Lax

/s/ STEPHEN W. MAGGS           Director        June 29, 2000
-----------------------
Stephen W. Maggs

/s/ PATRICIA A.M. RILEY        Director        June 29, 2000
-----------------------
Patricia A.M. Riley
<PAGE>

<TABLE>
<CAPTION>

                             INDEX TO EXHIBITS

Exhibit Number           Description
--------------           -----------
<S>                      <C>
    4                    Registrant's Employee Stock Purchase Plan

    5.1                  Opinion and Consent of Bruce S. Klein, General Counsel
                         of Registrant.

    23.1                 Consent of Bruce S. Klein, General Counsel of
                         Registrant. (included in Exhibit 5 hereto).

    23.2                 Consent of Ernst & Young LLP

    23.3                 Consent of Deloitte & Touche LLP

    23.4                 Consent of Smith Schafer & Associates, Ltd.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 15994}]
{"company-data": {"conformed-name": "INTERLIANT INC", "cik": "0001065910", "assigned-sic": "7389", "irs-number": "133978980", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40450", "film-number": "665269"}, "business-address": {"street1": "TWO MANHATTANVILLE ROAD", "city": "PURHCASE", "state": "NY", "zip": "10577", "phone": "9146409000"}, "former-company": {"former-conformed-name": "SAGE NETWORKS INC", "date-changed": "19990211"}}
As filed with the Securities and Exchange Commission on June 29, 2000
                                              Registration Number 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                INTERLIANT, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             13-397-8980
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

     Two Manhattanville Road                                       10577
       Purchase, New York                                        (Zip Code)
(Address of Principal Executive Offices)

                  INTERLIANT, INC. EMPLOYEE STOCK PURCHASE PLAN

                            (Full Title of the Plan)
                              Bruce S. Klein, Esq.
                     Senior Vice President, General Counsel
                                  and Secretary
                                Interliant, Inc.
                             Two Manhattanville Road
                            Purchase, New York 10577
                                 (914) 640-9000
            (Name, address and telephone number of agent for service)

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

                                   Copies to:
                                E. Ann Gill, Esq.
                              Dewey Ballantine LLP
                           1301 Avenue of the Americas
                          New York, New York 10019-6092
                                 (212) 259-8000

                             ----------------------
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                  Proposed Maximum         Proposed Maximum
 Title Of Securities        Amount To Be          Offering Price Per       Aggregate Offering           Amount Of
 To Be Registered           Registered (1)            Unit (2)                Price (2)               Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,
     par value $0.01
     per share                1,500,000                $20.6875               $31,031,250                 $8,193
=======================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the Interliant, Inc. 2000 Employee
     Stock Purchase Plan (the "Plan") by reason of any stock dividend, stock
     split, recapitalization, merger, consolidation or reorganization of or by
     the Registrant which results in an increase in the number of the
     Registrant's outstanding shares of Common Stock or shares issuable pursuant
     to the options.

(2)  In accordance with Rule 457(c) under the Securities Act of 1933, as
     amended, solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h), the maximum offering price per share is based on
     the average of the high and low prices of Interliant's Common Stock on June
     27, 2000 ($20.6875) as reported on The Nasdaq National Market.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION (1)

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION (1)

(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission by Interliant, Inc. ("Interliant") (File No. 000-26115) are
incorporated herein by reference and made a part hereof:

(a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999 filed with the Securities and Exchange Commission (the
     "SEC") on March 29, 2000.

(b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
     31, 2000 filed with the SEC on May 15, 2000.

(c)  The Registrant's Current Report on Form 8-KA filed with the SEC on May
     22, 2000.

(c)  The description of the Registrant's common stock contained in the
     Registrant's Registration Statement on Form 8-A filed with the SEC on May
     18, 1999 under Section 12(g) of the Securities Exchange Act of 1934, as
     amended, including any amendment or report filed for the purpose of
     updating such description.

         All documents filed by Interliant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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 the date of filing of such
documents.
The consolidated financial statements of Interliant and its
subsidiaries included in the Registration Statement for the fiscal year ended
December 31, 1999 have been incorporated herein by reference in reliance upon
the reports, also incorporated herein by reference, of Ernst & Young LLP,
independent auditors, given on their authority as experts in auditing and
accounting.

ITEM 4.  Description of Securities.

         Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

         Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.

         Interliant is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by Interliant of
its officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified 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.

          Interliant's Amended and Restated Certificate of Incorporation and
Amended and Restated By-laws provide that Interliant shall indemnify officers
and directors and, to the extent permitted by the Board of Directors, employees
and agents of Interliant, to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware. In addition, the By-Laws
permit the Board of Directors to authorize Interliant to purchase and maintain
insurance against any liability asserted against any director, officer, employee
or agent of Interliant arising out of his capacity as such.

ITEM 7.   Exemption from Registration Claimed.

Not applicable.

ITEM 8.   Exhibits.

          The documents listed hereunder are filed as exhibits hereto.
Exhibit Number       Description
--------------       -----------
4                   Registrant's Employee Stock Purchase Plan

 5.1                 Opinion and Consent of Bruce S. Klein, General Counsel of
                     Registrant.

23.1                 Consent of Bruce S. Klein, General Counsel of Registrant.
                     (included in Exhibit 5 hereto).

23.2                 Consent of Ernst & Young LLP

23.3                 Consent of Deloitte & Touche LLP

23.4                 Consent of Smith Schafer & Associates, Ltd.
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;

               (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; and

               (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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of 1933 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 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 controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 New York, State of New York, on the 29th day of June,
2000.

                              INTERLIANT, INC.

                              By:      /s/ HERBERT R. HRIBAR
                                   --------------------------------------
                                           Herbert R. Hribar
                                   President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                 Title                         Date
          ---------                                 -----                         ----
/s/ LEONARD J. FASSLER                  Co-Chairman of the Board              June 29, 2000
----------------------------------
Leonard J. Fassler

/s/ BRADLEY A. FELD                     Co-Chairman of the Board              June 29, 2000
----------------------------------
Bradley A. Feld

                                        President, Chief Executive            June 29, 2000
/s/ HERBERT R. HRIBAR                   Officer and Director
----------------------------------
Herbert R. Hribar

                                        Chief Financial Officer
/s/ WILLIAM A WILSON                    (Chief Financial and Accounting       June 29, 2000
----------------------------------      Officer)
William A. Wilson

/s/ THOMAS C. DIRCKS                    Director                              June 29, 2000
----------------------------------
Thomas C. Dircks

/s/ JAY M. GATES                        Director                              June 29, 2000
----------------------------------
Jay M. Gates
/s/ MERRIL M. HALPERN          Director        June 29, 2000
-----------------------
Merril M. Halpern

/s/ JOHN P. LANDRY             Director        June 29, 2000
-----------------------
John P. Landry

/s/ CHARLES R. LAX             Director        June 29, 2000
-----------------------
Charles R. Lax

/s/ STEPHEN W. MAGGS           Director        June 29, 2000
-----------------------
Stephen W. Maggs

/s/ PATRICIA A.M. RILEY        Director        June 29, 2000
-----------------------
Patricia A.M. Riley
INDEX TO EXHIBITS

Exhibit Number           Description
--------------           -----------
4                    Registrant's Employee Stock Purchase Plan

    5.1                  Opinion and Consent of Bruce S. Klein, General Counsel
                         of Registrant.

    23.1                 Consent of Bruce S. Klein, General Counsel of
                         Registrant. (included in Exhibit 5 hereto).

    23.2                 Consent of Ernst & Young LLP

    23.3                 Consent of Deloitte & Touche LLP

    23.4                 Consent of Smith Schafer & Associates, Ltd.