<PAGE>   1
   As filed with the Securities and Exchange Commission on December 15, 1998.

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ---------

                            FIRST HEALTH GROUP CORP.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                           36-3307583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               3200 HIGHLAND AVENUE, DOWNERS GROVE, ILLINOIS 60515
               (Address of principal executive offices) (Zip Code)

                 FIRST HEALTH GROUP CORP. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                            WILLIAM M. HOLZMAN, ESQ.
                            NEAL, GERBER & EISENBERG
                             2 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                     (Name and address of agent for service)

                                 (312) 269-8000
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed
                                  Maximum                      Amount of
Title of Securities              Aggregate                   Registration
To be Registered              Offering Price                    Fee (1)
--------------------------------------------------------------------------------
<S>                          <C>                               <C>       
Common Stock,
par value $.01
per share                    $43,400,000.00                    $12,066.00
================================================================================
</TABLE>


(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities
     Act of 1933, as amended, on the basis of the average of the high and low
     prices of the Company's Common Stock as reported by NASDAQ National Market
     System on December 14, 1998.
                                                                               

<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.            INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents 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, as amended by Form 10-K/A as filed
                   June 5, 1998.

          2.       The Company's Quarterly Reports on Form 10-Q for the quarters
                   ended March 31, 1998, June 30, 1998 and September 30, 1998.

          3.       The description of the Company's Common Stock set forth
                   under the caption "Description of Registrant's Securities
                   to be Registered" in the Company's Registration Statement
                   on Form 8-A (No. 0-15846) filed under the Securities
                   Exchange Act of 1934, as amended (the "Exchange Act"),
                   and any reports or amendments to the foregoing filed with
                   the Securities and Exchange Commission for the purpose of
                   updating such description.

          4.       All documents filed by the Company pursuant to Sections
                   13, 14 or 15(d) of the Exchange Act subsequent to the
                   date of this Registration Statement and before the
                   Company files a post-effective amendment hereto which
                   indicates that all shares of Common Stock being offered
                   pursuant to this Registration Statement have been sold or
                   which deregisters all shares of Common Stock then
                   remaining unsold.


ITEM 4.            DESCRIPTION OF SECURITIES

          Not Applicable.


ITEM 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL

          Burton W. Kanter, a director of the Company and a member of the Audit
Committee, is of counsel to the law firm of Neal, Gerber & Eisenberg, which firm
performs legal services for the Company on a regular basis. Mr. Kanter holds
options to purchase an aggregate of 72,000 shares of Common Stock pursuant to
the 1991 Directors' Stock Option Plan, including 10,000 shares at an exercise
price of $8.6250 per share, 8,000 shares at an exercise price of $13.3125 per
share, 8,000 shares at an exercise price of $7.3750 per share,

                                      II-1

<PAGE>   3



8,000 shares at an exercise price of $9.6875 per share, 8,000 shares at an
exercise price of $6.2500 per share, 10,000 shares at an exercise price of
$23.5625 per share, 10,000 shares at an exercise price of $22.6875 per share and
10,000 shares at an exercise price of $29.5625 per share and an option to
purchase 400 shares of Common Stock at an exercise price of $29.5625 per share,
which option was granted pursuant to the 1998 Directors' Stock Option Plan.
Additionally, William M. Holzman, a partner of Neal, Gerber & Eisenberg, is an
Assistant Secretary of the Company. Furthermore, certain partners of and
attorneys associated with Neal, Gerber & Eisenberg own shares of Common Stock.


ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation Law empowers the
Company to indemnify officers and directors in certain instances. Article
Seventh, Section 2 of the Restated Certificate of Incorporation of the Company
provides as follows: "The directors, as well as the officers, employees and
agents of the Company shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended." As a consequence, directors of the Company will be
insulated for liability for monetary damages for breach of fiduciary duty as a
director, including monetary liabilities for negligent or grossly negligent
business decisions, except for liability (i) for any breach of the director's
duty of loyalty to the Company 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 the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit. The exculpation provided with respect to
liability by the foregoing is effective for actions taken after April 16, 1987.

          The By-laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company's, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such determination will
be made either by a quorum of disinterested directors, if available, or by
independent legal counsel in a written opinion, or by the vote of the Company's
stockholders. The finding of either criminal or civil liability on the part of
such persons in connection with such acts or events is not necessarily
determinative of the question of whether such persons have met the required
standard of conduct and are, accordingly, entitled to be indemnified.


                                      II-2

<PAGE>   4



          The Company has purchased for the benefit of its officers and
directors an insurance policy, whereby the insurance company agrees, among other
things, to make payment to the Company in the event any such officer or director
becomes legally obligated to make a payment in connection with an alleged
wrongful act. Wrongful acts means any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by an officer or director of the Company.


ITEM 7.            EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.


ITEM 8.            EXHIBITS

Exhibit
Number                      Description of Document                     Page No.
------                      -----------------------                     --------

4                           1998 Stock Option Plan .............

5                           Opinion of Neal, Gerber &
                            Eisenberg...........................

23.1                        Consent of Deloitte & Touche LLP....

23.2                        Consent of Neal, Gerber &
                            Eisenberg (included in Exhibit 5
                            to this Registration Statement)

24                          Powers of Attorney..................


ITEM 9.            UNDERTAKINGS

          The undersigned hereby undertakes:

          1.       To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement 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.

          2.       That, for the purpose of determining any liability under the
                   Securities Act of 1933, as amended (the "Act"), each
                   post-effective amendment to this Registration Statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered therein, and the

                                      II-3

<PAGE>   5



                   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.       That, for purposes of determining any liability under the
                   Act, each filing of the Company's annual report pursuant
                   to Sections 13(a) or 15(d) of the Exchange Act that is
                   incorporated by reference in this 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.

          5.       To deliver or cause to be delivered with the prospectus,
                   to each employee to whom the prospectus is sent or given,
                   a copy of the Company's annual report to stockholders for
                   its last fiscal year, unless such employee has otherwise
                   received a copy of such report, in which case the Company
                   shall state in the prospectus that it will promptly
                   furnish, without charge, a copy of such report on the
                   written request of the employee.  If the last fiscal year
                   of the Company has ended within 120 days prior to the use
                   of the prospectus, the annual report of the Company for
                   the preceding fiscal year may be so delivered, but within
                   such 120-day period the annual report for the last fiscal
                   year will be furnished to each such employee.

          6.       To transmit or cause to be transmitted to all employees
                   participating in the plan who do not otherwise receive such
                   material as stockholders of the Company, at the time and in
                   the manner as such material is sent to its stockholders,
                   copies of all reports, proxy statements and other
                   communications distributed to its stockholders generally.

          Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the Delaware General Corporation Law, the Restated Certificate of
Incorporation of the Company, the By-laws of the Company 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 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

                     
                                      II-4

<PAGE>   6



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 Downers Grove, State of Illinois, on the 15th day of
December, 1998.


                                        FIRST HEALTH GROUP CORP., a Delaware
                                        corporation


                                        By:/s/ Joseph E. Whitters          
                                           -------------------------------------
                                           Joseph E. Whitters, Vice
                                           President, Finance and Chief
                                           Financial Officer




                                      II-5

<PAGE>   7


          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 the 15th day of December, 1998.

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


/s/ Thomas J. Pritzker*                        Chairman of the Board and
-------------------------------------          Director
Thomas J. Pritzker                             


/s/ James C. Smith                             President, Chief Executive
-------------------------------------          Officer and Director (Principal 
James C. Smith                                 Executive Officer)              
                                               

/s/ Ronald H. Galowich*                        Secretary and Director
-------------------------------------
Ronald H. Galowich


/s/ Joseph E. Whitters                         Vice President, Finance and
-------------------------------------          Chief Financial Officer      
Joseph E. Whitters                             (Principal Accounting and    
                                               Principal Financial Officer) 
                                                                            
                                               
/s/ Daniel S. Brunner*                         Executive Vice President and
-------------------------------------          Director
Daniel S. Brunner                              


/s/ Michael J. Boskin*                         Director
-------------------------------------
Michael J. Boskin, Ph.D.


/s/                                            Director
-------------------------------------
Robert S. Colman


/s/ Harold S. Handelsman*                      Director
-------------------------------------
Harold S. Handelsman


/s/ Burton W. Kanter*                          Director
-------------------------------------
Burton W. Kanter


/s/ Don Logan*                                 Director
-------------------------------------
Don Logan


/s/ David E. Simon*                            Director
-------------------------------------
David E. Simon



*By:/s/ Joseph E. Whitters     
    ---------------------------------
    Joseph E. Whitters,
    Attorney-in-fact


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17601}]
{"company-data": {"conformed-name": "FIRST HEALTH GROUP CORP", "cik": "0000812910", "assigned-sic": "6411", "irs-number": "363307583", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68941", "film-number": "98769930"}, "business-address": {"street1": "3200 HIGHLAND AVE", "street2": "HEALTH COMPARE CORP", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "6302417900"}, "mail-address": {"street1": "3200 HIGHLAND AVENUE", "street2": "3200 HIGHLAND AVENUE", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515"}, "former-company": {"former-conformed-name": "HEALTHCARE COMPARE CORP/DE/", "date-changed": "19920703"}}
1
   As filed with the Securities and Exchange Commission on December 15, 1998.

                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                    ---------

                            FIRST HEALTH GROUP CORP.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                           36-3307583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

               3200 HIGHLAND AVENUE, DOWNERS GROVE, ILLINOIS 60515
               (Address of principal executive offices) (Zip Code)

                 FIRST HEALTH GROUP CORP. 1998 STOCK OPTION PLAN
                            (Full title of the plan)

                            WILLIAM M. HOLZMAN, ESQ.
                            NEAL, GERBER & EISENBERG
                             2 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602
                     (Name and address of agent for service)

                                 (312) 269-8000
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed
                                  Maximum                      Amount of
Title of Securities              Aggregate                   Registration
To be Registered              Offering Price                    Fee (1)
--------------------------------------------------------------------------------
Common Stock,
par value $.01
per share                    $43,400,000.00                    $12,066.00
================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) promulgated pursuant to the Securities
     Act of 1933, as amended, on the basis of the average of the high and low
     prices of the Company's Common Stock as reported by NASDAQ National Market
     System on December 14, 1998.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents 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, as amended by Form 10-K/A as filed
                   June 5, 1998.

          2.       The Company's Quarterly Reports on Form 10-Q for the quarters
                   ended March 31, 1998, June 30, 1998 and September 30, 1998.

          3.       The description of the Company's Common Stock set forth
                   under the caption "Description of Registrant's Securities
                   to be Registered" in the Company's Registration Statement
                   on Form 8-A (No. 0-15846) filed under the Securities
                   Exchange Act of 1934, as amended (the "Exchange Act"),
                   and any reports or amendments to the foregoing filed with
                   the Securities and Exchange Commission for the purpose of
                   updating such description.

          4.       All documents filed by the Company pursuant to Sections
                   13, 14 or 15(d) of the Exchange Act subsequent to the
                   date of this Registration Statement and before the
                   Company files a post-effective amendment hereto which
                   indicates that all shares of Common Stock being offered
                   pursuant to this Registration Statement have been sold or
                   which deregisters all shares of Common Stock then
                   remaining unsold.

ITEM 4.            DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.            INTERESTS OF NAMED EXPERTS AND COUNSEL

          Burton W. Kanter, a director of the Company and a member of the Audit
Committee, is of counsel to the law firm of Neal, Gerber & Eisenberg, which firm
performs legal services for the Company on a regular basis. Mr. Kanter holds
options to purchase an aggregate of 72,000 shares of Common Stock pursuant to
the 1991 Directors' Stock Option Plan, including 10,000 shares at an exercise
price of $8.6250 per share, 8,000 shares at an exercise price of $13.3125 per
share, 8,000 shares at an exercise price of $7.3750 per share,

                                      II-1
3

8,000 shares at an exercise price of $9.6875 per share, 8,000 shares at an
exercise price of $6.2500 per share, 10,000 shares at an exercise price of
$23.5625 per share, 10,000 shares at an exercise price of $22.6875 per share and
10,000 shares at an exercise price of $29.5625 per share and an option to
purchase 400 shares of Common Stock at an exercise price of $29.5625 per share,
which option was granted pursuant to the 1998 Directors' Stock Option Plan.
Additionally, William M. Holzman, a partner of Neal, Gerber & Eisenberg, is an
Assistant Secretary of the Company. Furthermore, certain partners of and
attorneys associated with Neal, Gerber & Eisenberg own shares of Common Stock.

ITEM 6.            INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation Law empowers the
Company to indemnify officers and directors in certain instances. Article
Seventh, Section 2 of the Restated Certificate of Incorporation of the Company
provides as follows: "The directors, as well as the officers, employees and
agents of the Company shall be indemnified by the Company to the fullest extent
permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended." As a consequence, directors of the Company will be
insulated for liability for monetary damages for breach of fiduciary duty as a
director, including monetary liabilities for negligent or grossly negligent
business decisions, except for liability (i) for any breach of the director's
duty of loyalty to the Company 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 the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or (iv) for transactions in which the director
received an improper personal benefit. The exculpation provided with respect to
liability by the foregoing is effective for actions taken after April 16, 1987.

          The By-laws of the Company contain provisions whereby the Company will
indemnify its directors, officers, employees and agents against liabilities
incurred in connection with, and related expenses resulting from, any claim,
action or suit brought against such persons as a result of their relationship
with the Company's, provided that it is determined that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events upon which such claim, action or suit is based. Such determination will
be made either by a quorum of disinterested directors, if available, or by
independent legal counsel in a written opinion, or by the vote of the Company's
stockholders. The finding of either criminal or civil liability on the part of
such persons in connection with such acts or events is not necessarily
determinative of the question of whether such persons have met the required
standard of conduct and are, accordingly, entitled to be indemnified.

                                      II-2
4

          The Company has purchased for the benefit of its officers and
directors an insurance policy, whereby the insurance company agrees, among other
things, to make payment to the Company in the event any such officer or director
becomes legally obligated to make a payment in connection with an alleged
wrongful act. Wrongful acts means any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by an officer or director of the Company.

ITEM 7.            EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

ITEM 8.            EXHIBITS

Exhibit
Number                      Description of Document                     Page No.
------                      -----------------------                     --------

4                           1998 Stock Option Plan .............

5                           Opinion of Neal, Gerber &
                            Eisenberg...........................

23.1                        Consent of Deloitte & Touche LLP....

23.2                        Consent of Neal, Gerber &
                            Eisenberg (included in Exhibit 5
                            to this Registration Statement)

24                          Powers of Attorney..................

ITEM 9.            UNDERTAKINGS

          The undersigned hereby undertakes:

          1.       To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement 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.

          2.       That, for the purpose of determining any liability under the
                   Securities Act of 1933, as amended (the "Act"), each
                   post-effective amendment to this Registration Statement shall
                   be deemed to be a new registration statement relating to the
                   securities offered therein, and the

                                      II-3
5

                   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.       That, for purposes of determining any liability under the
                   Act, each filing of the Company's annual report pursuant
                   to Sections 13(a) or 15(d) of the Exchange Act that is
                   incorporated by reference in this 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.

          5.       To deliver or cause to be delivered with the prospectus,
                   to each employee to whom the prospectus is sent or given,
                   a copy of the Company's annual report to stockholders for
                   its last fiscal year, unless such employee has otherwise
                   received a copy of such report, in which case the Company
                   shall state in the prospectus that it will promptly
                   furnish, without charge, a copy of such report on the
                   written request of the employee.  If the last fiscal year
                   of the Company has ended within 120 days prior to the use
                   of the prospectus, the annual report of the Company for
                   the preceding fiscal year may be so delivered, but within
                   such 120-day period the annual report for the last fiscal
                   year will be furnished to each such employee.

          6.       To transmit or cause to be transmitted to all employees
                   participating in the plan who do not otherwise receive such
                   material as stockholders of the Company, at the time and in
                   the manner as such material is sent to its stockholders,
                   copies of all reports, proxy statements and other
                   communications distributed to its stockholders generally.

          Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the Delaware General Corporation Law, the Restated Certificate of
Incorporation of the Company, the By-laws of the Company 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 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

                     
                                      II-4
6

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 Downers Grove, State of Illinois, on the 15th day of
December, 1998.

                                        FIRST HEALTH GROUP CORP., a Delaware
                                        corporation

                                        By:/s/ Joseph E. Whitters          
                                           -------------------------------------
                                           Joseph E. Whitters, Vice
                                           President, Finance and Chief
                                           Financial Officer

                                      II-5
7

          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 the 15th day of December, 1998.

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

/s/ Thomas J. Pritzker*                        Chairman of the Board and
-------------------------------------          Director
Thomas J. Pritzker                             

/s/ James C. Smith                             President, Chief Executive
-------------------------------------          Officer and Director (Principal 
James C. Smith                                 Executive Officer)              
                                               

/s/ Ronald H. Galowich*                        Secretary and Director
-------------------------------------
Ronald H. Galowich

/s/ Joseph E. Whitters                         Vice President, Finance and
-------------------------------------          Chief Financial Officer      
Joseph E. Whitters                             (Principal Accounting and    
                                               Principal Financial Officer) 
                                                                            
                                               
/s/ Daniel S. Brunner*                         Executive Vice President and
-------------------------------------          Director
Daniel S. Brunner                              

/s/ Michael J. Boskin*                         Director
-------------------------------------
Michael J. Boskin, Ph.D.

/s/                                            Director
-------------------------------------
Robert S. Colman

/s/ Harold S. Handelsman*                      Director
-------------------------------------
Harold S. Handelsman

/s/ Burton W. Kanter*                          Director
-------------------------------------
Burton W. Kanter

/s/ Don Logan*                                 Director
-------------------------------------
Don Logan

/s/ David E. Simon*                            Director
-------------------------------------
David E. Simon

*By:/s/ Joseph E. Whitters     
    ---------------------------------
    Joseph E. Whitters,
    Attorney-in-fact

                                      II-6