<PAGE>   1

      As filed with the Securities and Exchange Commission on May 12, 1999

                                                    Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          Sunrise Assisted Living, Inc.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
      --------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1746596
                   ------------------------------------------
                      (I.R.S. employer identification no.)

                 9401 Lee Highway, Suite 300, Fairfax, VA 22031
                 ----------------------------------------------
                              (Address of principal
                          executive offices) (Zip code)

                             1999 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                   Thomas B. Newell, Executive Vice President
                               and General Counsel
                          Sunrise Assisted Living, Inc.
                 9401 Lee Highway, Suite 300, Fairfax, VA 22031
                 ----------------------------------------------
                    (Name and address of agent for service)

                                 (703) 273-7500
       -------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            George P. Barsness, Esq.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of securities           Amount to be      Proposed maximum offering      Proposed maximum          Amount of registration
  to be registered             registered            price per share        aggregate offering price              fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                     <C>                            <C>
Common Stock,
par value $.01 per share       1,000,000                $36.50 (1)              $36,500,000 (1)                $10,147
===============================================================================================================================
</TABLE>

            (1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 7, 1999 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              The documents containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              Sunrise Assisted Living, Inc. (the "Registrant") hereby
incorporates by reference into this registration statement the following
documents:

              (a)  The Registrant's Annual Report on Form 10-K for the year 
                   ended December 31, 1998;

              (b)  The Registrant's Forms 8-K dated March 5, 1999;

              (c)  The description of the Registrant's common stock, par value
                   $.01 per share (the "Common Stock"), contained in the 
                   Registrant's Form 8-A filed with the Commission on May 28, 
                   1996; and

              (d)  All documents filed by the Registrant subsequent to the
                   date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) 
                   of the Securities Exchange Act of 1934, prior to the filing 
                   of a post-effective amendment which indicates that all 
                   securities offered have been sold or which deregisters all 
                   securities remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation may indemnify its directors, officers, employees
and agents and its former directors, officers, employees and agents and those
who serve, at the corporation's request, in such capacities with another



                                      -2-
<PAGE>   3

enterprise, against expenses (including attorneys' fees), as well as judgments,
fines and settlements in nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. The
Delaware Law provides, however, that such person must have acted in good faith
and in a manner he or she reasonably believed to be in (or not opposed to) the
best interests of the corporation and, in the case of a criminal action, such
person must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, the Delaware Law does not permit indemnification in an
action or suit by or in the right of the corporation, where such person has been
adjudged liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.

            The Registrant's Amended and Restated By-laws (the "By-laws")
provide for mandatory indemnification of directors and officers generally to the
same extent authorized by the Delaware Law. Under the By-laws, the Registrant
must advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification.

            The Registrant has entered into separate indemnification agreements
with its directors and officers. Each indemnification agreement provides for,
among other things: (i) indemnification against any and all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, taxes,
penalties and amounts paid in settlement) of any claim against an indemnified
party unless it is determined, as provided in the indemnification agreement,
that indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

            The Registrant also maintains directors' and officers' liability
insurance.

                                    * * * * *

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the 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 the expenses
incurred or paid by a director, officer or controlling person of the Registrant
of 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 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.



                                      -3-
<PAGE>   4


ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number                    Description
-------                   -----------
    <S>            <C>
    5              Opinion of Hogan & Hartson L.L.P. regarding the legality of 
                   the shares being registered.

    23.1           Consent of Ernst & Young LLP

    23.2           Consent of Hogan & Hartson L.L.P.
                   (See Exhibit 5)
</TABLE>

ITEM 9.  UNDERTAKINGS.

        (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

              (2)   That, for the purpose of determining any liability
                    under the Securities Act of 1933, each such post-effective 
                    amendment shall be deemed to be a new registration 
                    statement relating to the securities offered therein, 
                    and the offering of such securities at that time shall be 
                    deemed to be the initial bona fide offering thereof.

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


                                      -4-
<PAGE>   5

              (b)   The undersigned Registrant hereby undertakes that, for 
                    purposes of determining any liability under the
                    Securities Act of 1933, each filing of the Registrant's 
                    annual report pursuant to Section 13(a) or 15(d) of the 
                    Securities Exchange Act of 1934 (and, where applicable, 
                    each filing of an employee benefit plan's annual report 
                    pursuant to Section 15(d) of the Securities Exchange Act 
                    of 1934) that is incorporated by reference in the 
                    registration statement shall be deemed to be a new 
                    registration statement relating to the securities offered
                    therein, and the offering of such securities at that time 
                    shall be deemed to be the initial bona fide offering 
                    thereof.
                            

              (c)   The undertaking concerning indemnification is set forth 
                    under the response to Item 6.



                                      -5-
<PAGE>   6

                                   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 Fairfax, Commonwealth of Virginia, on this ____ day
of May, 1999.

                                      SUNRISE ASSISTED LIVING, INC.


                                      By: /s/ PAUL J. KLAASSEN
                                          --------------------------------
                                      Paul J. Klaassen
                                      Chairman of the Board and
                                      Chief Executive Officer
                                      (Principal Executive Officer)

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

<TABLE>
<CAPTION>
SIGNATURE                                      TITLE                                      DATE

<S>                                     <C>                                               <C>
/s/ PAUL J. KLAASSEN
---------------------------
Paul J. Klaassen                        Chairman of the Board                             5/10/99
                                        and Chief Executive Officer                       ---------------
                                        (Principal Executive Officer)

/s/ DAVID W. FAEDER
---------------------------
David W. Faeder                         President and Director                            5/10/99
                                                                                          ---------------

/s/ TERESA M. KLAASSEN
---------------------------
Teresa M. Klaassen                      Executive Vice President                          5/10/99
                                         and Director                                     ---------------

/s/ CHRISTIAN B.A. SLAVIN
---------------------------
Christian B.A. Slavin                   Chief Financial Officer                           5/10/99
                                        (Principal Financial Officer)                     ---------------
</TABLE>



                                      -6-
<PAGE>   7
<TABLE>
<CAPTION>
     SIGNATURE                           TITLE                               DATE
<S>                                 <C>                                   <C>
/s/ LARRY E. HULSE
---------------------------
Larry E. Hulse                       Vice President and Chief              5/10/99
                                     Accounting Officer                    --------------
                                     (Principal Accounting Officer)

/s/ RONALD V. APRAHAMIAN
---------------------------
Ronald V. Aprahamian                 Director                              5/10/99
                                                                           --------------

/s/ DAVID G. BRADLEY
---------------------------
David G. Bradley                     Director                              5/10/99
                                                                           --------------

/s/ THOMAS J. DONOHUE
---------------------------
Thomas J. Donohue                    Director                              5/10/99
                                                                           --------------

---------------------------
Richard A. Doppelt                   Director                              --------------


/s/ SCOTT F. MEADOW
---------------------------
Scott F. Meadow                      Director                              5/3/99
                                                                           --------------
</TABLE>


                                      -7-
<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                        Description                                      Page
-------                       -----------                                      ----
     <S>            <C>                                                        <C>
     5              Opinion of Hogan & Hartson L.L.P. regarding
                    the legality of the shares being registered.

     23.1           Consent of Ernst & Young LLP

     23.2           Consent of Hogan & Hartson L.L.P.
                    (See Exhibit 5)
</TABLE>



                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18297}]
{"company-data": {"conformed-name": "SUNRISE ASSISTED LIVING INC", "cik": "0001011064", "assigned-sic": "8050", "irs-number": "541746596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78313", "film-number": "99618701"}, "business-address": {"street1": "9401 LEE HIGHWAY", "street2": "STE 300", "city": "FAIRFAX", "state": "VA", "zip": "22031", "phone": "7032737500"}, "mail-address": {"street1": "9401 LEE HIGHWAY", "street2": "STE 300", "city": "FAIRFAX", "state": "VA", "zip": "22031"}}
1

      As filed with the Securities and Exchange Commission on May 12, 1999

                                                    Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          Sunrise Assisted Living, Inc.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
      --------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1746596
                   ------------------------------------------
                      (I.R.S. employer identification no.)

                 9401 Lee Highway, Suite 300, Fairfax, VA 22031
                 ----------------------------------------------
                              (Address of principal
                          executive offices) (Zip code)

                             1999 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                   Thomas B. Newell, Executive Vice President
                               and General Counsel
                          Sunrise Assisted Living, Inc.
                 9401 Lee Highway, Suite 300, Fairfax, VA 22031
                 ----------------------------------------------
                    (Name and address of agent for service)

                                 (703) 273-7500
       -------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            George P. Barsness, Esq.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of securities           Amount to be      Proposed maximum offering      Proposed maximum          Amount of registration
  to be registered             registered            price per share        aggregate offering price              fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share       1,000,000                $36.50 (1)              $36,500,000 (1)                $10,147
===============================================================================================================================
(1) Estimated pursuant to Rule 457(h) under the Securities Act of
1933, as amended, as of May 7, 1999 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              The documents containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              Sunrise Assisted Living, Inc. (the "Registrant") hereby
incorporates by reference into this registration statement the following
documents:

              (a)  The Registrant's Annual Report on Form 10-K for the year 
                   ended December 31, 1998;

              (b)  The Registrant's Forms 8-K dated March 5, 1999;

              (c)  The description of the Registrant's common stock, par value
                   $.01 per share (the "Common Stock"), contained in the 
                   Registrant's Form 8-A filed with the Commission on May 28, 
                   1996; and

              (d)  All documents filed by the Registrant subsequent to the
                   date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) 
                   of the Securities Exchange Act of 1934, prior to the filing 
                   of a post-effective amendment which indicates that all 
                   securities offered have been sold or which deregisters all 
                   securities remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable (the Common Stock is registered under Section 12 of the
Exchange Act).

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under Section 145 of the Delaware General Corporation Law (the
"Delaware Law"), a corporation may indemnify its directors, officers, employees
and agents and its former directors, officers, employees and agents and those
who serve, at the corporation's request, in such capacities with another

                                      -2-
3

enterprise, against expenses (including attorneys' fees), as well as judgments,
fines and settlements in nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. The
Delaware Law provides, however, that such person must have acted in good faith
and in a manner he or she reasonably believed to be in (or not opposed to) the
best interests of the corporation and, in the case of a criminal action, such
person must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, the Delaware Law does not permit indemnification in an
action or suit by or in the right of the corporation, where such person has been
adjudged liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.

            The Registrant's Amended and Restated By-laws (the "By-laws")
provide for mandatory indemnification of directors and officers generally to the
same extent authorized by the Delaware Law. Under the By-laws, the Registrant
must advance expenses incurred by an officer or director in defending any such
action if the director or officer undertakes to repay such amount if it is
determined that he or she is not entitled to indemnification.

            The Registrant has entered into separate indemnification agreements
with its directors and officers. Each indemnification agreement provides for,
among other things: (i) indemnification against any and all expenses,
liabilities and losses (including attorneys' fees, judgments, fines, taxes,
penalties and amounts paid in settlement) of any claim against an indemnified
party unless it is determined, as provided in the indemnification agreement,
that indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

            The Registrant also maintains directors' and officers' liability
insurance.

                                    * * * * *

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the 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 the expenses
incurred or paid by a director, officer or controlling person of the Registrant
of 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 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -3-
4

ITEM 8.  EXHIBITS.
Exhibit
Number                    Description
-------                   -----------
5              Opinion of Hogan & Hartson L.L.P. regarding the legality of 
                   the shares being registered.

    23.1           Consent of Ernst & Young LLP

    23.2           Consent of Hogan & Hartson L.L.P.
                   (See Exhibit 5)
ITEM 9.  UNDERTAKINGS.

        (a)   The undersigned Registrant hereby undertakes:

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

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

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

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

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

              (2)   That, for the purpose of determining any liability
                    under the Securities Act of 1933, each such post-effective 
                    amendment shall be deemed to be a new registration 
                    statement relating to the securities offered therein, 
                    and the offering of such securities at that time shall be 
                    deemed to be the initial bona fide offering thereof.

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

                                      -4-
5

              (b)   The undersigned Registrant hereby undertakes that, for 
                    purposes of determining any liability under the
                    Securities Act of 1933, each filing of the Registrant's 
                    annual report pursuant to Section 13(a) or 15(d) of the 
                    Securities Exchange Act of 1934 (and, where applicable, 
                    each filing of an employee benefit plan's annual report 
                    pursuant to Section 15(d) of the Securities Exchange Act 
                    of 1934) that is incorporated by reference in the 
                    registration statement shall be deemed to be a new 
                    registration statement relating to the securities offered
                    therein, and the offering of such securities at that time 
                    shall be deemed to be the initial bona fide offering 
                    thereof.
                            

              (c)   The undertaking concerning indemnification is set forth 
                    under the response to Item 6.

                                      -5-
6

                                   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 Fairfax, Commonwealth of Virginia, on this ____ day
of May, 1999.

                                      SUNRISE ASSISTED LIVING, INC.

                                      By: /s/ PAUL J. KLAASSEN
                                          --------------------------------
                                      Paul J. Klaassen
                                      Chairman of the Board and
                                      Chief Executive Officer
                                      (Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                      TITLE                                      DATE
/s/ PAUL J. KLAASSEN
---------------------------
Paul J. Klaassen                        Chairman of the Board                             5/10/99
                                        and Chief Executive Officer                       ---------------
                                        (Principal Executive Officer)

/s/ DAVID W. FAEDER
---------------------------
David W. Faeder                         President and Director                            5/10/99
                                                                                          ---------------

/s/ TERESA M. KLAASSEN
---------------------------
Teresa M. Klaassen                      Executive Vice President                          5/10/99
                                         and Director                                     ---------------

/s/ CHRISTIAN B.A. SLAVIN
---------------------------
Christian B.A. Slavin                   Chief Financial Officer                           5/10/99
                                        (Principal Financial Officer)                     ---------------
-6-
7
SIGNATURE                           TITLE                               DATE
/s/ LARRY E. HULSE
---------------------------
Larry E. Hulse                       Vice President and Chief              5/10/99
                                     Accounting Officer                    --------------
                                     (Principal Accounting Officer)

/s/ RONALD V. APRAHAMIAN
---------------------------
Ronald V. Aprahamian                 Director                              5/10/99
                                                                           --------------

/s/ DAVID G. BRADLEY
---------------------------
David G. Bradley                     Director                              5/10/99
                                                                           --------------

/s/ THOMAS J. DONOHUE
---------------------------
Thomas J. Donohue                    Director                              5/10/99
                                                                           --------------

---------------------------
Richard A. Doppelt                   Director                              --------------

/s/ SCOTT F. MEADOW
---------------------------
Scott F. Meadow                      Director                              5/3/99
                                                                           --------------
-7-
8

                                  EXHIBIT INDEX
Exhibit
Number                        Description                                      Page
-------                       -----------                                      ----
5              Opinion of Hogan & Hartson L.L.P. regarding
                    the legality of the shares being registered.

     23.1           Consent of Ernst & Young LLP

     23.2           Consent of Hogan & Hartson L.L.P.
                    (See Exhibit 5)
-8-