<PAGE>   1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
 
                                      REGISTRATION STATEMENT FILE NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
 
                                  SOLUTIA INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<C>                                            <C>
                  DELAWARE                                      43-1781797
(State or other jurisdiction of incorporation      (I.R.S. Employer Indemnification No.)
              or organization)
 
              10300 OLIVE BLVD.                                 63166-6760
             ST. LOUIS, MISSOURI                                (Zip Code)
  (Address of Principal Executive Offices)
</TABLE>
 
               SOLUTIA INC. MANAGEMENT INCENTIVE REPLACEMENT PLAN
                            (Full title of the plan)
 
                            KARL R. BARNICKOL, ESQ.
                                General Counsel
                                  Solutia Inc.
                               10300 Olive Blvd.
                                 P.O. Box 66760
                         St. Louis, Missouri 63166-6760
                    (Name and address of agent for service)
 
                                 (314) 674-1000
         (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
=======================================================================================================================
                                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE          OFFERING PRICE       AGGREGATE OFFERING          AMOUNT OF
     TO BE REGISTERED              REGISTERED              PER SHARE                PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>                    <C>                    <C>
Common Stock, $.01 par
  value (and associated
  Preferred Share Purchase
  Rights)..................        17,500,000*            $20.5625**           $359,843,750**         $109,143.46***
=======================================================================================================================
</TABLE>
 
  * Section V.B. of the Solutia Inc. Management Incentive Replacement Plan (the
    "Plan") provides that in the event of a stock dividend, stock split,
    recapitalization, etc., the total number of shares which may be optioned or
    awarded, the number of shares covered by each outstanding option or award,
    and the price per share of such outstanding options shall be equitably
    adjusted. Accordingly, pursuant to Rule 416, this registration statement
    covers, in addition to the number of shares of Common Stock stated above, an
    indeterminate number of shares which, by reason of any such event, may
    become subject to the Plan.
 
 ** Estimated solely for the purpose of determining the amount of the
    registration fee in accordance with Rule 457(h)(1) and based on the average
    of the high and low prices of the Common Stock, quoted on a when issued
    basis, as reported in The Wall Street Journal for the New York Stock
    Exchange Composite Transactions for August 25, 1997.
 
*** Includes a minimum registration fee of $100 for the Preferred Share Purchase
    Rights.
 
================================================================================
<PAGE>   2
 
                                    PART I.
 
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
     The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428 (b)
(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The documents listed in (a) through (c) below of Solutia Inc. (hereinafter
referred to as the "Company" or "registrant"), and all such other documents or
portions of documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents.
 
          (a) The Company's latest annual report, filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act, or either (1) the Company's latest
     prospectus filed pursuant to Rule 424(b) under the Securities Act which
     contains, either directly or by incorporation by reference, audited
     financial statements for the Company's latest fiscal year for which such
     statements have been filed, or (2) the Company's effective registration
     statement on Form 10 or 20-F filed under the Exchange Act containing
     audited consolidated financial statements for the Company's latest fiscal
     year.
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus or effective registration statement referred to in (a)
     above.
 
          (c) The description of the Company's Common Stock, $.01 par value per
     share ("Common Stock"), and the description of associated Preferred Share
     Purchase Rights contained in registration statements filed under the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.
 
     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
                                        1
<PAGE>   3
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Karl R. Barnickol, Senior Vice President, General
Counsel and Secretary of the Company. Based upon the estimated conversion price
on the date of distribution of shares of the Company's Common Stock in
connection with the Company's spin-off from Monsanto Company, Mr. Barnickol will
beneficially own 10,823 shares and hold options to purchase approximately
279,120 additional shares of the Company's Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents of
the Company may be indemnified against any liabilities which they may incur in
their capacity as such.
 
     Article VIII of the Company's Restated Certificate of Incorporation will
provide for indemnification of directors and officers of the Company. Section
7.1 of the Company's By-Laws will provide for indemnification of directors,
officers and employees of the Company.
 
     In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8. EXHIBITS.
 
     See Exhibit Index at page 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;
 
             (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) above do not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the registrant pursuant to Section 13 or Section 15(d) of the Exchange
        Act that are incorporated by reference in the registration statement.
 
          (2) That for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered
 
                                        2
<PAGE>   4
 
     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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.
 
                                     * * *
 
     (h) Insofar as indemnification for liabilities arising under the Securities
Act 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
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 Securities Act and will be governed by the final
adjudication of such issue.
 
                                        3
<PAGE>   5
 
                                   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 the County of St. Louis, and the State of Missouri, on this
28th day of August, 1997.
 
                                          SOLUTIA INC.
                                          (Registrant)
 
                                          By /s/ KARL R. BARNICKOL
 
                                            ------------------------------------
                                            Karl R. Barnickol
                                            Secretary
 
     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 and on the dates indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                      TITLE                         DATE
                  ---------                                      -----                         ----
<C>                                              <S>                                      <C>
 
                      *                          Chairman, Chief Executive Officer and    August 28, 1997
---------------------------------------------    Director (Principal Executive
             (Robert G. Potter)                  Officer)
 
                      *                          President and Director                   August 28, 1997
---------------------------------------------
            (John C. Hunter III)
 
                      *                          Senior Vice President, Chief             August 28, 1997
---------------------------------------------    Financial Officer and Director
             (Robert A. Clausen)                 (Principal Financial Officer)
 
                      *                          Vice President and Controller            August 28, 1997
---------------------------------------------    (Principal Accounting Officer)
              (Roger S. Hoard)
</TABLE>
 
* Karl R. Barnickol, by signing his name hereto, does sign this document on
  behalf of the above noted individuals, pursuant to powers of attorney duly
  executed by such individuals which have been filed as an Exhibit to this
  Registration Statement.
 
                                           /s/ KARL R. BARNICKOL
 
                                           -------------------------------------
                                           Attorney-in-fact
 
                                        4
<PAGE>   6
 
                                 EXHIBIT INDEX
 
     These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
 
<TABLE>
<CAPTION>
EXHIBIT NO.                            DESCRIPTION
-----------                            -----------
<C>            <S>
    (4)        Form of Rights Agreement, dated as of August 6, 1997 between
               the Company and First Chicago Trust Company of New York
               (incorporated herein by reference to the Company's
               Registration Statement on Form 10 filed with the Commission
               on August 7, 1997)
    (5)        Opinion re legality
   (15)        Omitted -- Inapplicable
   (23)        1. Consent of Deloitte & Touche LLP
               2. Consent of Company Counsel -- See Exhibit 5
   (24)        Powers of Attorney submitted by Robert G. Potter, John C.
               Hunter III, Robert A. Clausen and Roger S. Hoard
</TABLE>
 
                                        5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16540}]
{"company-data": {"conformed-name": "SOLUTIA INC", "cik": "0001043382", "assigned-sic": "2800", "irs-number": "431781797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34587", "film-number": "97672331"}, "business-address": {"street1": "10300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760", "phone": "3146741000"}, "mail-address": {"street1": "10300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760"}, "former-company": {"former-conformed-name": "QUEENY CHEMICAL CO", "date-changed": "19970804"}}
1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997
 
                                      REGISTRATION STATEMENT FILE NO. 333-
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
 
                                  SOLUTIA INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                      43-1781797
(State or other jurisdiction of incorporation      (I.R.S. Employer Indemnification No.)
              or organization)
 
              10300 OLIVE BLVD.                                 63166-6760
             ST. LOUIS, MISSOURI                                (Zip Code)
  (Address of Principal Executive Offices)
SOLUTIA INC. MANAGEMENT INCENTIVE REPLACEMENT PLAN
                            (Full title of the plan)
 
                            KARL R. BARNICKOL, ESQ.
                                General Counsel
                                  Solutia Inc.
                               10300 Olive Blvd.
                                 P.O. Box 66760
                         St. Louis, Missouri 63166-6760
                    (Name and address of agent for service)
 
                                 (314) 674-1000
         (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                       PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE          OFFERING PRICE       AGGREGATE OFFERING          AMOUNT OF
     TO BE REGISTERED              REGISTERED              PER SHARE                PRICE            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
  value (and associated
  Preferred Share Purchase
  Rights)..................        17,500,000*            $20.5625**           $359,843,750**         $109,143.46***
=======================================================================================================================
* Section V.B. of the Solutia Inc. Management Incentive Replacement Plan (the
    "Plan") provides that in the event of a stock dividend, stock split,
    recapitalization, etc., the total number of shares which may be optioned or
    awarded, the number of shares covered by each outstanding option or award,
    and the price per share of such outstanding options shall be equitably
    adjusted. Accordingly, pursuant to Rule 416, this registration statement
    covers, in addition to the number of shares of Common Stock stated above, an
    indeterminate number of shares which, by reason of any such event, may
    become subject to the Plan.
 
 ** Estimated solely for the purpose of determining the amount of the
    registration fee in accordance with Rule 457(h)(1) and based on the average
    of the high and low prices of the Common Stock, quoted on a when issued
    basis, as reported in The Wall Street Journal for the New York Stock
    Exchange Composite Transactions for August 25, 1997.
 
*** Includes a minimum registration fee of $100 for the Preferred Share Purchase
    Rights.
 
================================================================================
2
 
                                    PART I.
 
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
     The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428 (b)
(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
 
                                    PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The documents listed in (a) through (c) below of Solutia Inc. (hereinafter
referred to as the "Company" or "registrant"), and all such other documents or
portions of documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents.
 
          (a) The Company's latest annual report, filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act, or either (1) the Company's latest
     prospectus filed pursuant to Rule 424(b) under the Securities Act which
     contains, either directly or by incorporation by reference, audited
     financial statements for the Company's latest fiscal year for which such
     statements have been filed, or (2) the Company's effective registration
     statement on Form 10 or 20-F filed under the Exchange Act containing
     audited consolidated financial statements for the Company's latest fiscal
     year.
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the annual report
     or the prospectus or effective registration statement referred to in (a)
     above.
 
          (c) The description of the Company's Common Stock, $.01 par value per
     share ("Common Stock"), and the description of associated Preferred Share
     Purchase Rights contained in registration statements filed under the
     Exchange Act, including any amendment or report filed for the purpose of
     updating such description.
 
     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
                                        1
3
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Karl R. Barnickol, Senior Vice President, General
Counsel and Secretary of the Company. Based upon the estimated conversion price
on the date of distribution of shares of the Company's Common Stock in
connection with the Company's spin-off from Monsanto Company, Mr. Barnickol will
beneficially own 10,823 shares and hold options to purchase approximately
279,120 additional shares of the Company's Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents of
the Company may be indemnified against any liabilities which they may incur in
their capacity as such.
 
     Article VIII of the Company's Restated Certificate of Incorporation will
provide for indemnification of directors and officers of the Company. Section
7.1 of the Company's By-Laws will provide for indemnification of directors,
officers and employees of the Company.
 
     In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.
 
ITEM 8. EXHIBITS.
 
     See Exhibit Index at page 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;
 
             (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) above do not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the registrant pursuant to Section 13 or Section 15(d) of the Exchange
        Act that are incorporated by reference in the registration statement.
 
          (2) That for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered
 
                                        2
4
 
     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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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.
 
                                     * * *
 
     (h) Insofar as indemnification for liabilities arising under the Securities
Act 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
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 Securities Act and will be governed by the final
adjudication of such issue.
 
                                        3
5
 
                                   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 the County of St. Louis, and the State of Missouri, on this
28th day of August, 1997.
 
                                          SOLUTIA INC.
                                          (Registrant)
 
                                          By /s/ KARL R. BARNICKOL
 
                                            ------------------------------------
                                            Karl R. Barnickol
                                            Secretary
 
     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 and on the dates indicated.
SIGNATURE                                      TITLE                         DATE
                  ---------                                      -----                         ----
*                          Chairman, Chief Executive Officer and    August 28, 1997
---------------------------------------------    Director (Principal Executive
             (Robert G. Potter)                  Officer)
 
                      *                          President and Director                   August 28, 1997
---------------------------------------------
            (John C. Hunter III)
 
                      *                          Senior Vice President, Chief             August 28, 1997
---------------------------------------------    Financial Officer and Director
             (Robert A. Clausen)                 (Principal Financial Officer)
 
                      *                          Vice President and Controller            August 28, 1997
---------------------------------------------    (Principal Accounting Officer)
              (Roger S. Hoard)
* Karl R. Barnickol, by signing his name hereto, does sign this document on
  behalf of the above noted individuals, pursuant to powers of attorney duly
  executed by such individuals which have been filed as an Exhibit to this
  Registration Statement.
 
                                           /s/ KARL R. BARNICKOL
 
                                           -------------------------------------
                                           Attorney-in-fact
 
                                        4
6
 
                                 EXHIBIT INDEX
 
     These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
EXHIBIT NO.                            DESCRIPTION
-----------                            -----------
(4)        Form of Rights Agreement, dated as of August 6, 1997 between
               the Company and First Chicago Trust Company of New York
               (incorporated herein by reference to the Company's
               Registration Statement on Form 10 filed with the Commission
               on August 7, 1997)
    (5)        Opinion re legality
   (15)        Omitted -- Inapplicable
   (23)        1. Consent of Deloitte & Touche LLP
               2. Consent of Company Counsel -- See Exhibit 5
   (24)        Powers of Attorney submitted by Robert G. Potter, John C.
               Hunter III, Robert A. Clausen and Roger S. Hoard
5