<PAGE>

     As filed with the Securities and Exchange Commission on June 23, 2000

                                                     Registration No.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                               ----------------
                           ARTHUR J. GALLAGHER & CO.
             (Exact name of registrant as specified in its charter)
                Delaware                               36-2151613
    (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)

         Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                           ARTHUR J. GALLAGHER & CO.
                      1988 NONQUALIFIED STOCK OPTION PLAN
                           ARTHUR J. GALLAGHER & CO.
                 1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plans)


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

                            John C. Rosengren, Esq.
                       Vice President and General Counsel
                           Arthur J. Gallagher & Co.
                                Two Pierce Place
                          Itasca, Illinois 60143-3141
                                 (630) 773-3800
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)


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

                                With Copies to:
                           Kurt W. Florian, Jr., Esq.
                             Katten Muchin & Zavis
                       525 West Monroe Street, Suite 1600
                          Chicago, Illinois 60661-3693
                                 (312) 902-5200

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    Proposed       Proposed
                                      Amount        Maximum        Maximum       Amount of
    Title of Securities to be         to be      Offering Price   Aggregate     Registration
           Registered               Registered     Per Share    Offering Price      Fee
--------------------------------------------------------------------------------------------
<S>                               <C>            <C>            <C>            <C>
Common Stock, par value
 $1.00 per share.................  1,070,000(a)    $39.00(b)     $41,730,000     $11,017.00
--------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(a) Includes such indeterminant number of shares as may be issuable by reason
    of the operation of the anti-dilution provisions of the Plans.
(b) Estimated in accordance with Rule 457(c) solely for the purpose of
    computing the registration fee on the basis of the average of the high and
    low prices quoted for the Registrant's Common Stock, as reported on the
    consolidated transaction reporting system for securities listed on the New
    York Stock Exchange on June 20, 2000.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The SEC allows us to "incorporate by reference" the information we file
  with them, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference
  is considered to be part of this registration statement, and the
  information that we file later with the SEC will automatically update and
  supersede this information. We incorporate by reference the documents and
  information listed below:

    (1) Our Annual Report on Form 10-K for the fiscal year ended December
        31, 1999, filed on March 23, 2000.

    (2) Our Quarterly Report on Form 10-Q for the quarterly period ended
        March 31, 2000, filed on May 12, 2000.

    (3) The description of our common stock contained in Form 8-A
        (registration no. 0-13480), which incorporates by reference our
        registration statement on Form S-1 (registration no. 2-89195), and
        the description of common share purchase rights currently attached
        to the common stock contained in Form 8-A (registration no. 0-
        13480) filed with the SEC on May 12, 1987 and in Current Report on
        Form 8-K (registration no. 0-13480) filed with the SEC on May 18,
        1987.

     In addition, this registration statement incorporates by reference any
  future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
  15(d) of the Securities Exchange Act of 1934 from the date of the initial
  filing of the registration statement until the termination of the offering.
  Information in this registration statement supersedes related information
  in the documents listed above and information in subsequently filed
  documents supersedes related information in both this registration
  statement and the incorporated documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     For the purpose of this offering, our General Counsel, John C.
  Rosengren, Esq., is providing an opinion on the validity of the shares. Mr.
  Rosengren holds options for 35,800 shares.

Item 6. Indemnification of Directors and Officers.

     Article Seventh of our By-laws and Article Thirteenth of our Restated
  Certificate of Incorporation in effect provide for our indemnification of
  each of our directors, officers, employees or agents to the full extent
  permitted by the Delaware General Corporation Law.

     Article Seventh of our By-laws provides that we shall indemnify any
  person in connection with any action, suit, or proceeding brought or
  threatened by reason of the fact that he or she is or was one of our
  directors, officers, employees or agents, or is or was serving at our
  request as a director, officer, employee or agent of another enterprise,
  against all costs actually and reasonably incurred by him or her in
  connection with such action, suit or proceeding if he or she acted in good
  faith and in a manner he or she reasonably believed to be in or not opposed
  to our best interests, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was
  unlawful. Similar indemnity is

                                      II-1
<PAGE>

  permitted to be provided to such persons in connection with an action or
  suit by us or in our right, and provided further that such person shall not
  have been adjudged liable for negligence or misconduct in the performance
  of his or her duty to us, unless, in view of all the circumstances of the
  case, the court in which the action or suit was brought determines that
  such person despite the adjudication of liability is fairly and reasonably
  entitled to indemnity for such expenses.

     Article Thirteenth of our Restated Certificate of Incorporation
  eliminates the liability of our directors for monetary damages for breach
  of fiduciary duty as a director except where a director breaches his or her
  duty of loyalty to us and our stockholders, fails to act in good faith or
  engages in intentional misconduct or a knowing violation of law, authorizes
  the payment of a dividend or stock repurchase which is illegal under
  Section 174 of the Delaware General Corporation Laws or obtains an improper
  personal benefit.

     We also maintain and pay premiums on a directors' and officers'
  liability insurance policy and have entered into an indemnity agreement
  with each of our directors and officers. The provisions of the indemnity
  agreement alter or clarify the statutory indemnity in the following
  respect: (1) indemnity will be explicitly provided for settlements in
  derivative actions; (2) prompt payment of litigation expenses will be
  provided in advance of indemnification; (3) prompt indemnification of
  advances of expenses will be provided unless a determination is made that
  the director or officer has not met the required standard; (4) the director
  or officer will be permitted to petition a court to determine whether his
  actions meet the standards required; and (5) partial indemnification will
  be permitted in the event that the director or officer is not entitled to
  full indemnification. In addition, the indemnity agreement specifically
  includes indemnification with respect to actions, suits or proceedings
  brought under and/or predicated upon the Securities Act of 1933 and/or the
  Securities Exchange Act of 1934.

     The preceding summary is qualified in its entirety by our Restated
  Certificate of Incorporation, By-laws and the indemnity agreement.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Refer to "Index to Exhibits" on Page II-5 of this registration
  statement.

Item 9. Undertakings.

   We hereby undertake as follows:

      (1) To file, during any period in which any 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. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) may be reflected in the form of a prospectus filed with the
    SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
    and price represent no more than a 20% change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table
    in the effective registration statement.

                                      II-2
<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.

      (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) 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.

      (5) 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
  SEC such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against
  public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Arthur J.
Gallagher & Co. certifies that it has reasonable grounds to believe that it
meets all 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 Itasca and State of Illinois, on the 23RD day
of June, 2000.

                                          Arthur J. Gallagher & Co.

                                                  /s/ J. Patrick Gallagher,
                                                          Jr.
                                          By___________________________________
                                                 J. Patrick Gallagher, Jr.
                                               President and Chief Executive
                                                          Officer

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below on June 23, 2000 by
the following persons in the capacities indicated.

<TABLE>
<CAPTION>
                 Signature                                     Title
                 ---------                                     -----


<S>                                         <C>
           Robert E. Gallagher*             Chairman and Director
___________________________________________
           Robert E. Gallagher

      /s/ J. Patrick Gallagher, Jr.         President and Director (Chief Executive
___________________________________________   Officer)
          J. Patrick Gallagher, Jr.

         /s/ Michael J. Cloherty            Executive Vice President and Director
___________________________________________   (Chief Financial Officer)
             Michael J. Cloherty

           /s/ Jack H. Lazzaro              Vice President--Finance (Chief Accounting
___________________________________________   Officer)
               Jack H. Lazzaro

            T. Kimball Brooker*             Director
___________________________________________
            T. Kimball Brooker

            Peter J. Durkalski*             Director
___________________________________________
            Peter J. Durkalski

             Ilene S. Gordon*               Director
___________________________________________
             Ilene S. Gordon

         Frank M. Heffernan, Jr.*           Director
___________________________________________
         Frank M. Heffernan, Jr.

            Walter F. McClure*              Director
___________________________________________
            Walter F. McClure

               Robert Ripp*                 Director
___________________________________________
               Robert Ripp

             James R. Wimmer*               Director
___________________________________________
             James R. Wimmer
</TABLE>

        /s/ John C. Rosengren
*By: ________________________________
           John C. Rosengren
           Attorney-in-Fact

                                      II-4
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description
 -------                              -----------

 <C>     <S>
         Opinion of John C. Rosengren, our Vice President and General Counsel,
  *5.0   including consent.

 *23.1   Consent of Ernst & Young LLP, as independent auditors.

         Consent of John C. Rosengren, our Vice President and General Counsel,
  23.2   included in Exhibit 5.0.

 *24.0   Powers of Attorney.
</TABLE>
--------
 *Filed herewith.

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 17557}]
{"company-data": {"conformed-name": "GALLAGHER ARTHUR J & CO", "cik": "0000354190", "assigned-sic": "6411", "irs-number": "362151613", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40000", "film-number": "659906"}, "business-address": {"street1": "TWO PIERCE PL", "city": "ITASCA", "state": "IL", "zip": "60143", "phone": "7087733800"}}
As filed with the Securities and Exchange Commission on June 23, 2000

                                                     Registration No.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933

                               ----------------
                           ARTHUR J. GALLAGHER & CO.
             (Exact name of registrant as specified in its charter)
                Delaware                               36-2151613
    (State or other jurisdiction of     (I.R.S. Employer Identification Number)
     incorporation or organization)

         Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800
   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                           ARTHUR J. GALLAGHER & CO.
                      1988 NONQUALIFIED STOCK OPTION PLAN
                           ARTHUR J. GALLAGHER & CO.
                 1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (Full title of the plans)

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

                            John C. Rosengren, Esq.
                       Vice President and General Counsel
                           Arthur J. Gallagher & Co.
                                Two Pierce Place
                          Itasca, Illinois 60143-3141
                                 (630) 773-3800
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)

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

                                With Copies to:
                           Kurt W. Florian, Jr., Esq.
                             Katten Muchin & Zavis
                       525 West Monroe Street, Suite 1600
                          Chicago, Illinois 60661-3693
                                 (312) 902-5200

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

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Proposed       Proposed
                                      Amount        Maximum        Maximum       Amount of
    Title of Securities to be         to be      Offering Price   Aggregate     Registration
           Registered               Registered     Per Share    Offering Price      Fee
--------------------------------------------------------------------------------------------
Common Stock, par value
 $1.00 per share.................  1,070,000(a)    $39.00(b)     $41,730,000     $11,017.00
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(a) Includes such indeterminant number of shares as may be issuable by reason
    of the operation of the anti-dilution provisions of the Plans.
(b) Estimated in accordance with Rule 457(c) solely for the purpose of
    computing the registration fee on the basis of the average of the high and
    low prices quoted for the Registrant's Common Stock, as reported on the
    consolidated transaction reporting system for securities listed on the New
    York Stock Exchange on June 20, 2000.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The SEC allows us to "incorporate by reference" the information we file
  with them, which means that we can disclose important information to you by
  referring you to those documents. The information incorporated by reference
  is considered to be part of this registration statement, and the
  information that we file later with the SEC will automatically update and
  supersede this information. We incorporate by reference the documents and
  information listed below:

    (1) Our Annual Report on Form 10-K for the fiscal year ended December
        31, 1999, filed on March 23, 2000.

    (2) Our Quarterly Report on Form 10-Q for the quarterly period ended
        March 31, 2000, filed on May 12, 2000.

    (3) The description of our common stock contained in Form 8-A
        (registration no. 0-13480), which incorporates by reference our
        registration statement on Form S-1 (registration no. 2-89195), and
        the description of common share purchase rights currently attached
        to the common stock contained in Form 8-A (registration no. 0-
        13480) filed with the SEC on May 12, 1987 and in Current Report on
        Form 8-K (registration no. 0-13480) filed with the SEC on May 18,
        1987.

     In addition, this registration statement incorporates by reference any
  future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
  15(d) of the Securities Exchange Act of 1934 from the date of the initial
  filing of the registration statement until the termination of the offering.
  Information in this registration statement supersedes related information
  in the documents listed above and information in subsequently filed
  documents supersedes related information in both this registration
  statement and the incorporated documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     For the purpose of this offering, our General Counsel, John C.
  Rosengren, Esq., is providing an opinion on the validity of the shares. Mr.
  Rosengren holds options for 35,800 shares.

Item 6. Indemnification of Directors and Officers.

     Article Seventh of our By-laws and Article Thirteenth of our Restated
  Certificate of Incorporation in effect provide for our indemnification of
  each of our directors, officers, employees or agents to the full extent
  permitted by the Delaware General Corporation Law.

     Article Seventh of our By-laws provides that we shall indemnify any
  person in connection with any action, suit, or proceeding brought or
  threatened by reason of the fact that he or she is or was one of our
  directors, officers, employees or agents, or is or was serving at our
  request as a director, officer, employee or agent of another enterprise,
  against all costs actually and reasonably incurred by him or her in
  connection with such action, suit or proceeding if he or she acted in good
  faith and in a manner he or she reasonably believed to be in or not opposed
  to our best interests, and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his or her conduct was
  unlawful. Similar indemnity is

                                      II-1
permitted to be provided to such persons in connection with an action or
  suit by us or in our right, and provided further that such person shall not
  have been adjudged liable for negligence or misconduct in the performance
  of his or her duty to us, unless, in view of all the circumstances of the
  case, the court in which the action or suit was brought determines that
  such person despite the adjudication of liability is fairly and reasonably
  entitled to indemnity for such expenses.

     Article Thirteenth of our Restated Certificate of Incorporation
  eliminates the liability of our directors for monetary damages for breach
  of fiduciary duty as a director except where a director breaches his or her
  duty of loyalty to us and our stockholders, fails to act in good faith or
  engages in intentional misconduct or a knowing violation of law, authorizes
  the payment of a dividend or stock repurchase which is illegal under
  Section 174 of the Delaware General Corporation Laws or obtains an improper
  personal benefit.

     We also maintain and pay premiums on a directors' and officers'
  liability insurance policy and have entered into an indemnity agreement
  with each of our directors and officers. The provisions of the indemnity
  agreement alter or clarify the statutory indemnity in the following
  respect: (1) indemnity will be explicitly provided for settlements in
  derivative actions; (2) prompt payment of litigation expenses will be
  provided in advance of indemnification; (3) prompt indemnification of
  advances of expenses will be provided unless a determination is made that
  the director or officer has not met the required standard; (4) the director
  or officer will be permitted to petition a court to determine whether his
  actions meet the standards required; and (5) partial indemnification will
  be permitted in the event that the director or officer is not entitled to
  full indemnification. In addition, the indemnity agreement specifically
  includes indemnification with respect to actions, suits or proceedings
  brought under and/or predicated upon the Securities Act of 1933 and/or the
  Securities Exchange Act of 1934.

     The preceding summary is qualified in its entirety by our Restated
  Certificate of Incorporation, By-laws and the indemnity agreement.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Refer to "Index to Exhibits" on Page II-5 of this registration
  statement.

Item 9. Undertakings.

   We hereby undertake as follows:

      (1) To file, during any period in which any 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. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) may be reflected in the form of a prospectus filed with the
    SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume
    and price represent no more than a 20% change in the maximum aggregate
    offering price set forth in the "Calculation of Registration Fee" table
    in the effective registration statement.

                                      II-2
(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.

      (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) 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.

      (5) 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
  SEC such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against
  public policy as expressed in the Act and will be governed by the final
  adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Arthur J.
Gallagher & Co. certifies that it has reasonable grounds to believe that it
meets all 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 Itasca and State of Illinois, on the 23RD day
of June, 2000.

                                          Arthur J. Gallagher & Co.

                                                  /s/ J. Patrick Gallagher,
                                                          Jr.
                                          By___________________________________
                                                 J. Patrick Gallagher, Jr.
                                               President and Chief Executive
                                                          Officer

   Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below on June 23, 2000 by
the following persons in the capacities indicated.
Signature                                     Title
                 ---------                                     -----
Robert E. Gallagher*             Chairman and Director
___________________________________________
           Robert E. Gallagher

      /s/ J. Patrick Gallagher, Jr.         President and Director (Chief Executive
___________________________________________   Officer)
          J. Patrick Gallagher, Jr.

         /s/ Michael J. Cloherty            Executive Vice President and Director
___________________________________________   (Chief Financial Officer)
             Michael J. Cloherty

           /s/ Jack H. Lazzaro              Vice President--Finance (Chief Accounting
___________________________________________   Officer)
               Jack H. Lazzaro

            T. Kimball Brooker*             Director
___________________________________________
            T. Kimball Brooker

            Peter J. Durkalski*             Director
___________________________________________
            Peter J. Durkalski

             Ilene S. Gordon*               Director
___________________________________________
             Ilene S. Gordon

         Frank M. Heffernan, Jr.*           Director
___________________________________________
         Frank M. Heffernan, Jr.

            Walter F. McClure*              Director
___________________________________________
            Walter F. McClure

               Robert Ripp*                 Director
___________________________________________
               Robert Ripp

             James R. Wimmer*               Director
___________________________________________
             James R. Wimmer
/s/ John C. Rosengren
*By: ________________________________
           John C. Rosengren
           Attorney-in-Fact

                                      II-4
INDEX TO EXHIBITS
Exhibit
 Number                               Description
 -------                              -----------
Opinion of John C. Rosengren, our Vice President and General Counsel,
  *5.0   including consent.

 *23.1   Consent of Ernst & Young LLP, as independent auditors.

         Consent of John C. Rosengren, our Vice President and General Counsel,
  23.2   included in Exhibit 5.0.

 *24.0   Powers of Attorney.
--------
 *Filed herewith.

                                      II-5