<PAGE>
 
As filed with the Securities and Exchange Commission on October 10, 1995
                                                   Registration No. 33-_________
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        UNIVERSAL HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                          23-2077891
     (State or other juris-                       (I.R.S. Employer
     diction of incorporation                          Identification
     or organization)                                  Number)

                           UNIVERSAL CORPORATE CENTER
                              367 SOUTH GULPH ROAD
                      KING OF PRUSSIA, PENNSYLVANIA 19406
                                 (610) 768-3300

          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)

                      THE UNIVERSAL HEALTH SERVICES, INC.
                       1992 STOCK OPTION PLAN, AS AMENDED
                            (full title of the plan)

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

                                 ALAN B. MILLER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        UNIVERSAL HEALTH SERVICES, INC.
                           UNIVERSAL CORPORATE CENTER
                              367 SOUTH GULPH ROAD
                      KING OF PRUSSIA, PENNSYLVANIA  19406
                                 (610) 768-3300

            (Name, address, including zip code and telephone number,
                  including area code, or agent for service)

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

Copies of all communications, including all communications sent to the agent for
service should be sent to:

                           ANTHONY PANTALEONI, ESQ.
                          Fulbright & Jaworski L.L.P.
                               666 Fifth Avenue
                           New York, New York 10103

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

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
- ------------------------------------------------------------------------------------------------
<S>                      <C>             <C>              <C>                   <C> 
                                         Proposed         Proposed             
                                         maximum          maximum               Amount of 
Title of Securities to   Amount to be    offering price   aggregate offering    registration fee
be registered            registered      per unit         price (1)

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

Class B Common
Stock, $.01 par
value per share.......   600,000 shares      (1)           $14,326,125             $4,940

- ------------------------------------------------------------------------------------------------
</TABLE> 

    (1) The price is estimated in accordance with Rule 457(h)(1) under the
        Securities Act of 1933, as amended, solely for the purpose of
        calculating the registration fee and is the sum of (i) the aggregate
        exercise price ($11,656,125) of the 520,000 options for which the
        exercise price has been established and (ii) the product resulting from
        multiplying 80,000, the number of remaining shares issuable upon
        exercising options for which the exercise price is not known, registered
        by this Registration Statement under the Universal Health Services, Inc.
        1992 Stock Option Plan, as Amended, by $33.375, the average of the high
        and low prices of the Class B Common Stock as reported on the New York
        Stock Exchange on October 4, 1995, within five business days prior to
        October 10, 1995.



<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents filed by Universal Health Services, Inc.
  (the "Company") are incorporated herein by reference:

             (i) The Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994.

            (ii) The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended March 31, 1995 and June 30, 1995.

           (iii) The Company's Form 8-A dated July 5, 1991.

            (iv) The Company's Prospectus as supplemented, filed pursuant to
                 424(b) relating to its Registration Statement on Form S-3,
                 Registration No. 33-60287, declared effective July 18, 1995.

             (v) The Company's Form 8-K dated September 15, 1995, and as amended
                 on Form 8-K/A dated October 5, 1995.

            In addition to the foregoing, all documents subsequently filed by
  the Company 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
  indicating that all of the securities offered hereunder have been sold or
  deregistering all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be part hereof
  from the date of filing of such documents.  Any statement contained in a
  document incorporated by reference in this Registration Statement shall be
  deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any
  subsequently filed document that is also incorporated by reference herein
  modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.

  Item 4.  DESCRIPTION OF SECURITIES

            Not applicable.

  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

            The legality of the Common Stock offered hereby has been passed on
  for the Company by Fulbright & Jaworski, L.L.P. 666 Fifth Avenue, New York,
  New York 10103. Members of Fulbright & Jaworski L.L.P. hold less than 1% of
  the Common Stock of the Company.
<PAGE>
 
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 145 of the General Corporation Law of the State of Delaware
  permits indemnification of directors, officers and employees of a corporation
  under certain conditions and subject to certain limitations.  Article VII of
  the By-laws of the Company contains provisions for the indemnification of
  directors, officers and employees within the limitations permitted by Section
  145.

  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
           Not Applicable.
 
  Item 8.  EXHIBITS

           4.1   -- 1992 Stock Option Plan, as Amended
                    
           4.2   -- Stock Option Agreement
                    
           5     -- Opinion of Fulbright & Jaworski L.L.P.
                    
           24(a) -- Consent of Arthur Andersen LLP
                    
           (b)   -- Consent of Fulbright & Jaworski L.L.P. 
                    (included in Exhibit 5)
                    
           (c)   -- Consent of Ernst & Young LLP
                    
           25    -- Power of Attorney (included in signature page)

  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 dates 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;
<PAGE>
 
          (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
                (1)(i) and (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 15(d) of the Securities Exchange Act of 1934
                that are incorporated by reference in the registration
                statement.

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

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

            (b) The undersigned registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 (and, where applicable, each filing of an employee benefit
                plan's annual report pursuant to Section 15(d) of the Securities
                Exchange Act of 1934) that is incorporated by reference in 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.
 
            (h) Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the registrant pursuant to the
                foregoing provisions, or otherwise, the registrant has been
                advised that in the opinion of the Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the Securities Act of 1933 and is, therefore,
                unenforceable. In the event 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 of the registrant in connection
                with the securities being registered, the registrant will,
                unless in the opinion of its counsel the 
<PAGE>
 
                matter has been settled by controlling precedent, submit to a
                court of appropriate jurisdiction the question whether such
                indemnification by it is against public policy as expressed in
                the Securities Act of 1933 and will be governed by the final
                adjudication of such issue.

                                   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, thereunto duly authorized, in King of Prussia, Pennsylvania on
  October 5, 1995.

                                Universal Health Services, Inc.


                                By: /s/ Alan B. Miller
                                    ------------------------------------
                                    (Alan B. Miller, President)


                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Alan B. Miller and Sidney Miller as his
  true and lawful attorneys-in-fact and agents, each acting alone, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments to this
  Registration Statement, including post-effective amendments, and to file the
  same, with all exhibits thereto, and all documents in connection therewith,
  with the Securities and Exchange Commission, granting unto said attorneys-in-
  fact and agents, and each of them, full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about
  the premises, as fully to all intents and purposes as he might or could do in
  person, and hereby ratifies and confirms all that said attorneys-in-fact and
  agents, each acting alone, or their substitute or substitutes, may lawfully do
  or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, as
  amended, this registration statement has been signed below by the following
  persons in the capacities and on the dates indicated.
<PAGE>
 
  Signature                         Title                    Date
  ---------                         -----                    ----



  /s/ Alan B. Miller                Chairman of the Board    October 5, 1995
  ------------------------          President, Chief 
  (Alan B. Miller)                  Executive Officer and 
                                    Director (Principal   
                                    Executive Officer)     
                            


  /s/ Sidney Miller                 Director                 October 5, 1995
  ------------------------------
  (Sidney Miller)
 

  /s/ Leonard W. Cronkhite, Jr.     Director                 October 5, 1995
  ------------------------------                          
  (Leonard W. Cronkhite, Jr.)


  /s/ Robert H. Hotz                Director                 October 5, 1995
  ------------------------------ 
  (Robert H. Hotz)


  /s/ Martin Meyerson               Director                 October 5, 1995
  ------------------------------                         
  (Martin Meyerson)


  /s/ Anthony Pantaleoni            Director                 October 5, 1995
  ------------------------------                         
  (Anthony Pantaleoni)


  /s/ John H. Herrell               Director                 October 5, 1995 
  ------------------------------                  
  (John H. Herrell)
<PAGE>
 
                               INDEX TO EXHIBITS


  Exhibit
    No.    Description                                            Page No.
  -------  -----------                                            ------- 

    4.1    1992 Stock Option Plan, as Amended

    4.2    Stock Option Agreement

    5      Opinion of Fulbright & Jaworski L.L.P.

    24(a)  Consent of Arthur Andersen LLP

    (b)    Consent of Fulbright & Jaworski L.L.P. (included in
           Exhibit 5)

    (c)    Consent of Ernst & Young LLP

    25     Power of Attorney (see signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16404}]
{"company-data": {"conformed-name": "UNIVERSAL HEALTH SERVICES INC", "cik": "0000352915", "assigned-sic": "8062", "irs-number": "232077891", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63291", "film-number": "95579485"}, "business-address": {"street1": "367 S GULPH RD", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6107683300"}, "mail-address": {"street1": "367 S GULPH ROAD", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}}
As filed with the Securities and Exchange Commission on October 10, 1995
                                                   Registration No. 33-_________
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        UNIVERSAL HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                          23-2077891
     (State or other juris-                       (I.R.S. Employer
     diction of incorporation                          Identification
     or organization)                                  Number)

                           UNIVERSAL CORPORATE CENTER
                              367 SOUTH GULPH ROAD
                      KING OF PRUSSIA, PENNSYLVANIA 19406
                                 (610) 768-3300

          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)

                      THE UNIVERSAL HEALTH SERVICES, INC.
                       1992 STOCK OPTION PLAN, AS AMENDED
                            (full title of the plan)

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

                                 ALAN B. MILLER
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        UNIVERSAL HEALTH SERVICES, INC.
                           UNIVERSAL CORPORATE CENTER
                              367 SOUTH GULPH ROAD
                      KING OF PRUSSIA, PENNSYLVANIA  19406
                                 (610) 768-3300

            (Name, address, including zip code and telephone number,
                  including area code, or agent for service)

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

Copies of all communications, including all communications sent to the agent for
service should be sent to:

                           ANTHONY PANTALEONI, ESQ.
                          Fulbright & Jaworski L.L.P.
                               666 Fifth Avenue
                           New York, New York 10103

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

                        CALCULATION OF REGISTRATION FEE

 
- ------------------------------------------------------------------------------------------------
Proposed         Proposed             
                                         maximum          maximum               Amount of 
Title of Securities to   Amount to be    offering price   aggregate offering    registration fee
be registered            registered      per unit         price (1)

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

Class B Common
Stock, $.01 par
value per share.......   600,000 shares      (1)           $14,326,125             $4,940

- ------------------------------------------------------------------------------------------------
(1) The price is estimated in accordance with Rule 457(h)(1) under the
        Securities Act of 1933, as amended, solely for the purpose of
        calculating the registration fee and is the sum of (i) the aggregate
        exercise price ($11,656,125) of the 520,000 options for which the
        exercise price has been established and (ii) the product resulting from
        multiplying 80,000, the number of remaining shares issuable upon
        exercising options for which the exercise price is not known, registered
        by this Registration Statement under the Universal Health Services, Inc.
        1992 Stock Option Plan, as Amended, by $33.375, the average of the high
        and low prices of the Class B Common Stock as reported on the New York
        Stock Exchange on October 4, 1995, within five business days prior to
        October 10, 1995.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

            The following documents filed by Universal Health Services, Inc.
  (the "Company") are incorporated herein by reference:

             (i) The Company's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1994.

            (ii) The Company's Quarterly Reports on Form 10-Q for the quarters
                 ended March 31, 1995 and June 30, 1995.

           (iii) The Company's Form 8-A dated July 5, 1991.

            (iv) The Company's Prospectus as supplemented, filed pursuant to
                 424(b) relating to its Registration Statement on Form S-3,
                 Registration No. 33-60287, declared effective July 18, 1995.

             (v) The Company's Form 8-K dated September 15, 1995, and as amended
                 on Form 8-K/A dated October 5, 1995.

            In addition to the foregoing, all documents subsequently filed by
  the Company 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
  indicating that all of the securities offered hereunder have been sold or
  deregistering all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be part hereof
  from the date of filing of such documents.  Any statement contained in a
  document incorporated by reference in this Registration Statement shall be
  deemed to be modified or superseded for purposes of this Registration
  Statement to the extent that a statement contained herein or in any
  subsequently filed document that is also incorporated by reference herein
  modifies or supersedes such statement.  Any statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.

  Item 4.  DESCRIPTION OF SECURITIES

            Not applicable.

  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

            The legality of the Common Stock offered hereby has been passed on
  for the Company by Fulbright & Jaworski, L.L.P. 666 Fifth Avenue, New York,
  New York 10103. Members of Fulbright & Jaworski L.L.P. hold less than 1% of
  the Common Stock of the Company.
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 145 of the General Corporation Law of the State of Delaware
  permits indemnification of directors, officers and employees of a corporation
  under certain conditions and subject to certain limitations.  Article VII of
  the By-laws of the Company contains provisions for the indemnification of
  directors, officers and employees within the limitations permitted by Section
  145.

  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
           Not Applicable.
 
  Item 8.  EXHIBITS

           4.1   -- 1992 Stock Option Plan, as Amended
                    
           4.2   -- Stock Option Agreement
                    
           5     -- Opinion of Fulbright & Jaworski L.L.P.
                    
           24(a) -- Consent of Arthur Andersen LLP
                    
           (b)   -- Consent of Fulbright & Jaworski L.L.P. 
                    (included in Exhibit 5)
                    
           (c)   -- Consent of Ernst & Young LLP
                    
           25    -- Power of Attorney (included in signature page)

  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 dates 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
                (1)(i) and (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 15(d) of the Securities Exchange Act of 1934
                that are incorporated by reference in the registration
                statement.

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

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

            (b) The undersigned registrant hereby undertakes that, for purposes
                of determining any liability under the Securities Act of 1933,
                each filing of the registrant's annual report pursuant to
                Section 13(a) or Section 15(d) of the Securities Exchange Act of
                1934 (and, where applicable, each filing of an employee benefit
                plan's annual report pursuant to Section 15(d) of the Securities
                Exchange Act of 1934) that is incorporated by reference in 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.
 
            (h) Insofar as indemnification for liabilities arising under the
                Securities Act of 1933 may be permitted to directors, officers
                and controlling persons of the registrant pursuant to the
                foregoing provisions, or otherwise, the registrant has been
                advised that in the opinion of the Securities and Exchange
                Commission such indemnification is against public policy as
                expressed in the Securities Act of 1933 and is, therefore,
                unenforceable. In the event 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 of the registrant 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 Securities Act of 1933 and will be governed by the final
                adjudication of such issue.

                                   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, thereunto duly authorized, in King of Prussia, Pennsylvania on
  October 5, 1995.

                                Universal Health Services, Inc.

                                By: /s/ Alan B. Miller
                                    ------------------------------------
                                    (Alan B. Miller, President)

                               POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints Alan B. Miller and Sidney Miller as his
  true and lawful attorneys-in-fact and agents, each acting alone, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments to this
  Registration Statement, including post-effective amendments, and to file the
  same, with all exhibits thereto, and all documents in connection therewith,
  with the Securities and Exchange Commission, granting unto said attorneys-in-
  fact and agents, and each of them, full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about
  the premises, as fully to all intents and purposes as he might or could do in
  person, and hereby ratifies and confirms all that said attorneys-in-fact and
  agents, each acting alone, or their substitute or substitutes, may lawfully do
  or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, as
  amended, this registration statement has been signed below by the following
  persons in the capacities and on the dates indicated.
Signature                         Title                    Date
  ---------                         -----                    ----

  /s/ Alan B. Miller                Chairman of the Board    October 5, 1995
  ------------------------          President, Chief 
  (Alan B. Miller)                  Executive Officer and 
                                    Director (Principal   
                                    Executive Officer)     
                            

  /s/ Sidney Miller                 Director                 October 5, 1995
  ------------------------------
  (Sidney Miller)
 

  /s/ Leonard W. Cronkhite, Jr.     Director                 October 5, 1995
  ------------------------------                          
  (Leonard W. Cronkhite, Jr.)

  /s/ Robert H. Hotz                Director                 October 5, 1995
  ------------------------------ 
  (Robert H. Hotz)

  /s/ Martin Meyerson               Director                 October 5, 1995
  ------------------------------                         
  (Martin Meyerson)

  /s/ Anthony Pantaleoni            Director                 October 5, 1995
  ------------------------------                         
  (Anthony Pantaleoni)

  /s/ John H. Herrell               Director                 October 5, 1995 
  ------------------------------                  
  (John H. Herrell)
INDEX TO EXHIBITS

  Exhibit
    No.    Description                                            Page No.
  -------  -----------                                            ------- 

    4.1    1992 Stock Option Plan, as Amended

    4.2    Stock Option Agreement

    5      Opinion of Fulbright & Jaworski L.L.P.

    24(a)  Consent of Arthur Andersen LLP

    (b)    Consent of Fulbright & Jaworski L.L.P. (included in
           Exhibit 5)

    (c)    Consent of Ernst & Young LLP

    25     Power of Attorney (see signature page)