<PAGE>
 
     As filed with the Securities and Exchange Commission on July 31, 1998
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          CAREER EDUCATION CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                   Delaware                             39-3932190
          (State or Other Jurisdiction               (I.R.S. Employer
        of Incorporation or Organization)           Identification No.)

2800 West Higgins Road, Suite 790, Hoffman Estates, IL     60195
 (Address of Principal Executive Offices)               (Zip Code)

         Career Education Corporation 1998 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                 John M. Larson
                     President and Chief Executive Officer
                          Career Education Corporation
          2800 West Higgins Road, Suite 790, Hoffman Estates, IL 60195
                    (Name and Address of agent for service)

                                 (847) 781-3600
         (Telephone Number, including area code, of agent for service)

                                With a copy to:

                            Lawrence D. Levin, Esq.
                             Katten Muchin & Zavis
                       525 West Monroe Street, Suite 1600
                            Chicago, Illinois 60661
                                 (312) 902-5200
                                        
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
========================================================================================================================== 
                                                        Proposed maximum
       Title of securities           Amount to be        offering price          Proposed maximum            Amount of
        to be registered             registered(1)         per share(2)     aggregate offering price(2)   registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                   <C>                           <C> 
Common Stock, par value $0.01 per    500,000 shares   See Footnote 2 below          $12,595,000               $4,270    
 share
==========================================================================================================================
</TABLE> 

(1) Includes an indeterminate number of shares of Career Education Corporation
    Common Stock ("Common Stock") that may be issuable by reason of stock
    splits, stock dividends or similar transactions in accordance with Rule 416
    under the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) on the basis of the high and low sales prices of the Common
    Stock as reported on the Nasdaq National Market on July 30, 1998, which was
    $25.19 per share.

================================================================================
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of Form S-8 is currently included in
the prospectus for the Career Education Corporation 1998 Employee Stock Purchase
Plan as amended (the "Plan"), and is not being filed with or included in this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                      I-1
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed with the Commission by Career
Education Corporation (the "Company") are incorporated in this Registration
Statement by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended 
          December 31, 1997.

     2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998.

     3.   The description of the Company's Common Stock, par value $.01 per
          share (the "Common Stock"), contained in the Company's Registration
          Statement on Form 8-A filed pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), including any
          subsequent amendment or any report filed for the purpose of updating
          such description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Article XII of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall indemnify its directors to the
full extent permitted by the General Corporation Law of the State of Delaware
and may indemnify its officers and employees to such extent, except that the
Registrant shall not be obligated to indemnify any such person (i) with respect
to proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, or (ii) for any amounts paid in settlement of
an action indemnified against by the Registrant without the prior written
consent of the Registrant. The Registrant has entered into indemnity agreements
with each of its directors. These agreements require the Registrant, among other
things, to indemnify such directors against certain liabilities that may arise
by reason of their status or service as directors, to advance expenses to them
as they are incurred, provided that they undertake to repay the amount advanced
if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' liability insurance if available on
reasonable terms.

                                      II-1
<PAGE>
 
     In addition, Article XII of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable to the Registrant or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for willful
or negligent conduct in paying dividends or repurchasing stock out of other than
lawfully available funds or (iv) for any transaction from which the director
derives an improper personal benefit.

     Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.

     The Registrant has purchased a directors' and officers' liability
insurance policy.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1   Amended and Restated Certificate of Incorporation of the Company,
           incorporated by reference to Exhibit 3.1 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1997 (the
           "1997 10-K").

     4.2   Amended and Restated By-laws of the Company, incorporated by
           reference to Exhibit 3.2 to the 1997 10-K.

     4.3   The Career Education Corporation 1998 Employee Stock Purchase Plan, 
           incorporated by reference to Exhibit 10.5 to the Company's
           Registration Statement on Form S-1 (File No. 333-37601) (the "IPO
           Registration Statement").

     4.4   Specimen stock certificate representing Common Stock, incorporated by
           reference to Exhibit 4.1 to the IPO Registration Statement.

     5     Opinion of Katten Muchin & Zavis as to the legality of the shares of 
           Common Stock being offered under the Plan.

     23.1  Consent of Arthur Andersen LLP, independent auditors.

     23.2  Consent of Katten Muchin & Zavis (contained in their opinion filed as
           Exhibit 5).

     24    Power of Attorney (included on the signature page of this
           Registration Statement).

                                      II-2
<PAGE>
 
Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a)  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)(i) and (a)(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 by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

          (b) 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.

          (c) 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.

     2.   The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company'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.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Hoffman Estates, State of Illinois, on July 27, 1998.

                              Career Education Corporation

                              By:   /s/ JOHN M. LARSON
                                    ------------------------------------------
                                    John M. Larson
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
John M. Larson and William A. Klettke and, each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming each act that said attorney-in-fact and agent may lawfully do or
cause to be done by virtue thereof.

     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 27, 1998.

<TABLE>
<CAPTION>
       SIGNATURE                                     TITLE
------------------------  ------------------------------------------------------------ 
<S>                       <C>
   /s/ JOHN M. LARSON     President, Chief Executive Officer (Principal Executive
------------------------  Officer) and a Director
     John M. Larson
 
 /s/ WILLIAM A. KLETTKE   Senior Vice President and Chief Financial Officer (Principal
------------------------  Financial and Accounting Officer)
   William A. Klettke
 
 /s/ ROBERT E. DOWDELL    Director
------------------------
   Robert E. Dowdell
 
  /s/ THOMAS B. LALLY     Director
------------------------
    Thomas B. Lally
 
  /s/ WALLACE O. LAUB     Director
------------------------
    Wallace O. Laub
 
   /s/ KEITH K. OGATA     Director
------------------------ 
    Keith K. Ogata
 
  /s/ PATRICK K. PESCH    Director
------------------------
    Patrick K. Pesch
</TABLE>

                                      II-4
<PAGE>
 
                                 EXHIBIT INDEX
                                        
<TABLE>
<CAPTION>
Exhibit                                         
 Number                           Description
-------  -----------------------------------------------------------------------
<C>      <S> 
  5      Opinion of Katten Muchin & Zavis as to the legality of the shares of 
         Common Stock being offered under the Plan.

 23.1    Consent of Arthur Andersen LLP, independent auditors.

 23.2    Consent of Katten Muchin & Zavis (contained in their opinion filed as 
         Exhibit 5).

 24      Power of Attorney (included on the signature page of this Registration
         Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17026}]
{"company-data": {"conformed-name": "CAREER EDUCATION CORP", "cik": "0001046568", "assigned-sic": "8200", "irs-number": "393932190", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60339", "film-number": "98675376"}, "business-address": {"street1": "2800 WEST HIGGINS ROAD, SUITE 790", "city": "HOFFMAN ESTATES", "state": "IL", "zip": "60195", "phone": "8477813600"}, "mail-address": {"street1": "2800 WEST HIGGINS ROAD", "street2": "SUITE 790", "city": "HOFFMAN ESTATES", "state": "IL", "zip": "60195"}}
As filed with the Securities and Exchange Commission on July 31, 1998
                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          CAREER EDUCATION CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                   Delaware                             39-3932190
          (State or Other Jurisdiction               (I.R.S. Employer
        of Incorporation or Organization)           Identification No.)

2800 West Higgins Road, Suite 790, Hoffman Estates, IL     60195
 (Address of Principal Executive Offices)               (Zip Code)

         Career Education Corporation 1998 Employee Stock Purchase Plan
                            (Full Title of the Plan)

                                 John M. Larson
                     President and Chief Executive Officer
                          Career Education Corporation
          2800 West Higgins Road, Suite 790, Hoffman Estates, IL 60195
                    (Name and Address of agent for service)

                                 (847) 781-3600
         (Telephone Number, including area code, of agent for service)

                                With a copy to:

                            Lawrence D. Levin, Esq.
                             Katten Muchin & Zavis
                       525 West Monroe Street, Suite 1600
                            Chicago, Illinois 60661
                                 (312) 902-5200
CALCULATION OF REGISTRATION FEE
========================================================================================================================== 
                                                        Proposed maximum
       Title of securities           Amount to be        offering price          Proposed maximum            Amount of
        to be registered             registered(1)         per share(2)     aggregate offering price(2)   registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per    500,000 shares   See Footnote 2 below          $12,595,000               $4,270    
 share
==========================================================================================================================
(1) Includes an indeterminate number of shares of Career Education Corporation
    Common Stock ("Common Stock") that may be issuable by reason of stock
    splits, stock dividends or similar transactions in accordance with Rule 416
    under the Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) on the basis of the high and low sales prices of the Common
    Stock as reported on the Nasdaq National Market on July 30, 1998, which was
    $25.19 per share.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information called for in Part I of Form S-8 is currently included in
the prospectus for the Career Education Corporation 1998 Employee Stock Purchase
Plan as amended (the "Plan"), and is not being filed with or included in this
Form S-8 in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed with the Commission by Career
Education Corporation (the "Company") are incorporated in this Registration
Statement by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended 
          December 31, 1997.

     2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1998.

     3.   The description of the Company's Common Stock, par value $.01 per
          share (the "Common Stock"), contained in the Company's Registration
          Statement on Form 8-A filed pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), including any
          subsequent amendment or any report filed for the purpose of updating
          such description.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Article XII of the Registrant's Amended and Restated Certificate of
Incorporation provides that the Registrant shall indemnify its directors to the
full extent permitted by the General Corporation Law of the State of Delaware
and may indemnify its officers and employees to such extent, except that the
Registrant shall not be obligated to indemnify any such person (i) with respect
to proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, or (ii) for any amounts paid in settlement of
an action indemnified against by the Registrant without the prior written
consent of the Registrant. The Registrant has entered into indemnity agreements
with each of its directors. These agreements require the Registrant, among other
things, to indemnify such directors against certain liabilities that may arise
by reason of their status or service as directors, to advance expenses to them
as they are incurred, provided that they undertake to repay the amount advanced
if it is ultimately determined by a court that they are not entitled to
indemnification, and to obtain directors' liability insurance if available on
reasonable terms.

                                      II-1
In addition, Article XII of the Registrant's Amended and Restated
Certificate of Incorporation provides that a director of the Registrant shall
not be personally liable to the Registrant or its stockholders for monetary
damages for breach of his or her fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for willful
or negligent conduct in paying dividends or repurchasing stock out of other than
lawfully available funds or (iv) for any transaction from which the director
derives an improper personal benefit.

     Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers
in certain circumstances.

     The Registrant has purchased a directors' and officers' liability
insurance policy.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1   Amended and Restated Certificate of Incorporation of the Company,
           incorporated by reference to Exhibit 3.1 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1997 (the
           "1997 10-K").

     4.2   Amended and Restated By-laws of the Company, incorporated by
           reference to Exhibit 3.2 to the 1997 10-K.

     4.3   The Career Education Corporation 1998 Employee Stock Purchase Plan, 
           incorporated by reference to Exhibit 10.5 to the Company's
           Registration Statement on Form S-1 (File No. 333-37601) (the "IPO
           Registration Statement").

     4.4   Specimen stock certificate representing Common Stock, incorporated by
           reference to Exhibit 4.1 to the IPO Registration Statement.

     5     Opinion of Katten Muchin & Zavis as to the legality of the shares of 
           Common Stock being offered under the Plan.

     23.1  Consent of Arthur Andersen LLP, independent auditors.

     23.2  Consent of Katten Muchin & Zavis (contained in their opinion filed as
           Exhibit 5).

     24    Power of Attorney (included on the signature page of this
           Registration Statement).

                                      II-2
Item 9.  Undertakings.

     1.   The Company hereby undertakes:

          (a)  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)(i) and (a)(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 by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

          (b) 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.

          (c) 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.

     2.   The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company'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.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Hoffman Estates, State of Illinois, on July 27, 1998.

                              Career Education Corporation

                              By:   /s/ JOHN M. LARSON
                                    ------------------------------------------
                                    John M. Larson
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
John M. Larson and William A. Klettke and, each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto each such attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming each act that said attorney-in-fact and agent may lawfully do or
cause to be done by virtue thereof.

     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 27, 1998.
SIGNATURE                                     TITLE
------------------------  ------------------------------------------------------------
/s/ JOHN M. LARSON     President, Chief Executive Officer (Principal Executive
------------------------  Officer) and a Director
     John M. Larson
 
 /s/ WILLIAM A. KLETTKE   Senior Vice President and Chief Financial Officer (Principal
------------------------  Financial and Accounting Officer)
   William A. Klettke
 
 /s/ ROBERT E. DOWDELL    Director
------------------------
   Robert E. Dowdell
 
  /s/ THOMAS B. LALLY     Director
------------------------
    Thomas B. Lally
 
  /s/ WALLACE O. LAUB     Director
------------------------
    Wallace O. Laub
 
   /s/ KEITH K. OGATA     Director
------------------------ 
    Keith K. Ogata
 
  /s/ PATRICK K. PESCH    Director
------------------------
    Patrick K. Pesch
II-4
EXHIBIT INDEX
Exhibit                                         
 Number                           Description
-------  -----------------------------------------------------------------------
5      Opinion of Katten Muchin & Zavis as to the legality of the shares of 
         Common Stock being offered under the Plan.

 23.1    Consent of Arthur Andersen LLP, independent auditors.

 23.2    Consent of Katten Muchin & Zavis (contained in their opinion filed as 
         Exhibit 5).

 24      Power of Attorney (included on the signature page of this Registration
         Statement).