<PAGE>   1

  As filed with the Securities and Exchange Commission on September 19, 1995

                                                    Registration No. 33-________

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

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                          HEALTHCARE COMPARE CORP.
           (Exact name of registrant as specified in its charter)

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

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

               HEALTHCARE COMPARE CORP. 1995 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
<TABLE>
<CAPTION>
===============================================================================================================
                                                        Proposed
                                                        Maximum          Proposed
                                                        Offering         Maximum                   Amount of
Title of Securities       Amount to be                  Price            Aggregate                 Registration
To be Registered          Registered                    Per Share        Offering Price            Fee         
---------------------------------------------------------------------------------------------------------------
<S>                       <C>                           <C>              <C>                      <C>
Common Stock,
 par value $.01
 per share                2,000,000 shs.(1)             $38.625(2)        $77,250,000(2)          $26,637.93(2)
===============================================================================================================
</TABLE>

<PAGE>   2


(1)      Plus an indeterminate number of shares which may be issued as a result
         of anti-dilution provisions contained in the Plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
         as amended (the "Act"), on the basis of the average of the high and
         low prices of the Company's Common Stock as reported by the NASDAQ
         National Market System on September 14, 1995.





                                      -2-
<PAGE>   3

                                     PART I

                           NOT APPLICABLE TO DOCUMENT


                                    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 Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994.

         2.      Quarterly Reports on Form 10-Q for the quarters ended March
                 31, 1995 and June 30, 1995.

         3.      The description of the Registrant'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 pursuant to the Securities Exchange
                 Act of 1934, as amended (the "Exchange Act"), and any reports
                 or amendments to the foregoing filed with the Commission for
                 the purpose of updating such description.

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


ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.





                                      -3-
<PAGE>   4


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Burton W. Kanter, a director of the Company, is of counsel to the law
firm of Neal Gerber & Eisenberg, which firm performs legal services for the
Company on a regular basis.  In addition, William M. Holzman, a partner of Neal
Gerber & Eisenberg, is Assistant Secretary of the Company.  Furthermore,
certain other 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, 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





                                      -4-
<PAGE>   5

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.

         Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed 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.

         The Registrant 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

<TABLE>
<CAPTION>
Exhibit
Number                    Description of Document                     Page No.
------                    -----------------------                     --------
<S>                       <C>                                            <C>

4.1                       HealthCare COMPARE Corp. 1995 Stock
                          Option Plan..........                           9

5                         Opinion of Neal Gerber &
                          Eisenberg.............................         17

23.1                      Consent of Deloitte & Touche LLP......         19

23.2                      Consent of Neal Gerber &
                          Eisenberg (included in Exhibit 5



</TABLE>


                                      -5-
<PAGE>   6

<TABLE>
<S>                       <C>                                            <C>
                          to this Registration Statement)

24                        Powers of Attorney....................         20
</TABLE>


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, 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 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
                 Securities Act of 1933, as amended, each filing of the
                 Registrant's annual report pursuant to Sections 13(a) or 15(d)
                 of the Securities Exchange Act of 1934, as amended, 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 person to whom the prospectus is sent or given, a copy of
                 the registrant's annual report to stockholders for its last
                 fiscal year, unless such person has





                                      -6-
<PAGE>   7

                 otherwise received a copy of such report, in which case the
                 registrant shall state in the prospectus that it will promptly
                 furnish, without charge, a copy of such report on the written
                 request of the person.  If the last fiscal year of the
                 registrant has ended within 120 days prior to the use of the
                 prospectus, the annual report of the registrant 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 person.

         6.      To transmit or cause to be transmitted to all persons
                 participating in the plan who do not otherwise receive such
                 material as stockholders of the registrant, 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
Securities Act of 1933, as amended, may be permitted to directors, officers or
persons controlling 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.





                                      -7-
<PAGE>   8


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, thereto duly authorized, in the City of Downers Grove, State of
Illinois, on the 15th day of September, 1995.


                                            HEALTHCARE COMPARE CORP.
                                            (REGISTRANT)



                                            By: /s/ Joseph E. Whitters
                                               -----------------------
                                               Joseph E. Whitters,
                                               Chief Financial Officer





                                      -8-
<PAGE>   9

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on the 15th day of September, 1995.

<TABLE>
<CAPTION>
     Signature                             Title
     ---------                             -----
<S>                               <C>


-------------------------------   Chairman of the Board and
Thomas J. Pritzker                Director

/s/ James C. Smith
-------------------------------   President, Chief Executive
James C. Smith                    Officer and Director (Principal
                                  Executive Officer)
/s/ Ronald H. Galowich
-------------------------------   Secretary, General Counsel and
Ronald H. Galowich                Director

/s/ Joseph E. Whitters
-------------------------------   Vice President, Finance,
Joseph E. Whitters                Chief Financial Officer and
                                  Treasurer (Principal Accounting
                                  and Principal Financial Officer)
/s/ Robert J. Becker      
-------------------------------   Director
Robert J. Becker, M.D.

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

/s/ Daniel S. Brunner
-------------------------------   Director
Daniel S. Brunner


-------------------------------   Director
J. Patrick Foley

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

/s/ Robert S. Colman
-------------------------------   Director
Robert S. Colman
</TABLE>





                                      -9-
<PAGE>   10

<TABLE>
<S>                               <C>
/s/ David E. Simon
-------------------------------   Director
David E. Simon


By: 
   ---------------------------
      Joseph E. Whitters,
      Attorney-in-fact

</TABLE>




                                      -10-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17148}]
{"company-data": {"conformed-name": "HEALTHCARE COMPARE CORP/DE/", "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": "033-62747", "film-number": "95574703"}, "business-address": {"street1": "3200 HIGHLAND AVE", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "7082417900"}, "mail-address": {"street2": "3200 HIGHLAND AVENUE", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515"}}
1

  As filed with the Securities and Exchange Commission on September 19, 1995

                                                    Registration No. 33-________

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

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933

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

                          HEALTHCARE COMPARE CORP.
           (Exact name of registrant as specified in its charter)

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

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

               HEALTHCARE COMPARE CORP. 1995 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          Proposed
                                                        Offering         Maximum                   Amount of
Title of Securities       Amount to be                  Price            Aggregate                 Registration
To be Registered          Registered                    Per Share        Offering Price            Fee         
---------------------------------------------------------------------------------------------------------------
Common Stock,
 par value $.01
 per share                2,000,000 shs.(1)             $38.625(2)        $77,250,000(2)          $26,637.93(2)
===============================================================================================================
2

(1)      Plus an indeterminate number of shares which may be issued as a result
         of anti-dilution provisions contained in the Plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
         as amended (the "Act"), on the basis of the average of the high and
         low prices of the Company's Common Stock as reported by the NASDAQ
         National Market System on September 14, 1995.

                                      -2-
3

                                     PART I

                           NOT APPLICABLE TO DOCUMENT

                                    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 Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994.

         2.      Quarterly Reports on Form 10-Q for the quarters ended March
                 31, 1995 and June 30, 1995.

         3.      The description of the Registrant'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 pursuant to the Securities Exchange
                 Act of 1934, as amended (the "Exchange Act"), and any reports
                 or amendments to the foregoing filed with the Commission for
                 the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

                                      -3-
4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Burton W. Kanter, a director of the Company, is of counsel to the law
firm of Neal Gerber & Eisenberg, which firm performs legal services for the
Company on a regular basis.  In addition, William M. Holzman, a partner of Neal
Gerber & Eisenberg, is Assistant Secretary of the Company.  Furthermore,
certain other 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, 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

                                      -4-
5

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.

         Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed 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.

         The Registrant 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.
------                    -----------------------                     --------
4.1                       HealthCare COMPARE Corp. 1995 Stock
                          Option Plan..........                           9

5                         Opinion of Neal Gerber &
                          Eisenberg.............................         17

23.1                      Consent of Deloitte & Touche LLP......         19

23.2                      Consent of Neal Gerber &
                          Eisenberg (included in Exhibit 5
-5-
6
to this Registration Statement)

24                        Powers of Attorney....................         20
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, 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 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
                 Securities Act of 1933, as amended, each filing of the
                 Registrant's annual report pursuant to Sections 13(a) or 15(d)
                 of the Securities Exchange Act of 1934, as amended, 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 person to whom the prospectus is sent or given, a copy of
                 the registrant's annual report to stockholders for its last
                 fiscal year, unless such person has

                                      -6-
7

                 otherwise received a copy of such report, in which case the
                 registrant shall state in the prospectus that it will promptly
                 furnish, without charge, a copy of such report on the written
                 request of the person.  If the last fiscal year of the
                 registrant has ended within 120 days prior to the use of the
                 prospectus, the annual report of the registrant 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 person.

         6.      To transmit or cause to be transmitted to all persons
                 participating in the plan who do not otherwise receive such
                 material as stockholders of the registrant, 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
Securities Act of 1933, as amended, may be permitted to directors, officers or
persons controlling 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.

                                      -7-
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, thereto duly authorized, in the City of Downers Grove, State of
Illinois, on the 15th day of September, 1995.

                                            HEALTHCARE COMPARE CORP.
                                            (REGISTRANT)

                                            By: /s/ Joseph E. Whitters
                                               -----------------------
                                               Joseph E. Whitters,
                                               Chief Financial Officer

                                      -8-
9

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities indicated on the 15th day of September, 1995.
Signature                             Title
     ---------                             -----
-------------------------------   Chairman of the Board and
Thomas J. Pritzker                Director

/s/ James C. Smith
-------------------------------   President, Chief Executive
James C. Smith                    Officer and Director (Principal
                                  Executive Officer)
/s/ Ronald H. Galowich
-------------------------------   Secretary, General Counsel and
Ronald H. Galowich                Director

/s/ Joseph E. Whitters
-------------------------------   Vice President, Finance,
Joseph E. Whitters                Chief Financial Officer and
                                  Treasurer (Principal Accounting
                                  and Principal Financial Officer)
/s/ Robert J. Becker      
-------------------------------   Director
Robert J. Becker, M.D.

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

/s/ Daniel S. Brunner
-------------------------------   Director
Daniel S. Brunner

-------------------------------   Director
J. Patrick Foley

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

/s/ Robert S. Colman
-------------------------------   Director
Robert S. Colman
-9-
10
/s/ David E. Simon
-------------------------------   Director
David E. Simon

By: 
   ---------------------------
      Joseph E. Whitters,
      Attorney-in-fact
-10-