<PAGE>   1
    As filed with the Securities and Exchange Commission on December 1, 1998

                                                   Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                           ENGINEERING ANIMATION, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           42-1323712
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                             2321 North Loop Drive
                                Ames, Iowa 50010
                            Telephone: (515) 296-9908
     (Address, including zip code, telephone number, including area code, of
                   registrant's principal executive offices)

                           ENGINEERING ANIMATION, INC.
                      1997 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                                Matthew M. Rizai
                      President and Chief Executive Officer
                              2321 North Loop Drive
                                Ames, Iowa 50010
                            Telephone: (515) 296-9908
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
     Jamie A. Wade, Esq.                           George C. McKann, Esq.
  Engineering Animation, Inc.                    Gardner, Carton & Douglas
    2321 North Loop Drive                   321 North Clark Street, Suite 3200
      Ames, Iowa  50010                          Chicago, Illinois  60610

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
       Title of Securities   Amount to be       Proposed Maximum            Proposed Maximum          Amount of
        to be Registered      Registered    Offering Price Per Share    Aggregate Offering Price   Registration Fee
        ----------------      ----------    ------------------------    ------------------------   ----------------
<S>                          <C>                 <C>                           <C>                     <C>
Common Stock, (par value
$0.01 per share) (1)         600,000(2)(3)       $40.28125 (4)                 $24,168,750             $6,719

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

<PAGE>   2



(1)  Includes associated rights ("Rights") to purchase 1/150 of a share of
     Series A Junior Participating Preferred Stock, par value $0.01 per share.
     Rights initially are attached to and trade with the Common Stock. The value
     attributable to such Rights, if any, is reflected in the market value of
     the Common Stock.

(2)  Together with an indeterminable number of additional shares in order to
     adjust the number of shares reserved for issuance pursuant to the Plan as
     the result of a stock split, stock dividend or similar transaction
     affecting the common stock, pursuant to 17 C.F.R. Section 230.416.

(3)  Amount represents the number of shares issuable pursuant to the Plan in
     addition to the 600,000 (as adjusted to reflect the 3-for-2 stock split
     effective February 27, 1998) registered on Registration Statement No.
     333-40825.

(4)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and the
     amount of the registration fee are based upon the average of the high and
     low prices reported on the Nasdaq National Market on November 30, 1998.


<PAGE>   3



                           ENGINEERING ANIMATION, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

         1.   Annual Report on Form 10-K for the fiscal year ended December 
              31, 1997;

         2.   Amendment to Annual Report on Form 10-K/A for the fiscal year
              ended December 31, 1997;

         3.   Quarterly Reports on Form 10-Q for the quarters ended March 31, 
              June 30 and September 30, 1998;

         4.   Current Reports on Form 8-K, filed March 19, 1998, July 1, 1998
              (as amended July 31, 1998), September 25, 1998 and November 16,
              1998; and

         5.   The description of Registrant's Common Stock contained in the
              Registrant's Registration Statement on Form S-4 filed with the
              Commission on May 7, 1998, including any amendment or report filed
              for the purpose of updating such description (File No. 333-52003).

         In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation and by-laws provide that the
Company shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.

         Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct,


                                      II-I




<PAGE>   4

or knowing violation of the law, and the unlawful purchase or redemption of
stock or payment of unlawful dividends or the receipt of improper personal
benefits cannot be eliminated or limited in this manner. The Company's
Certificate of Incorporation includes a provision that eliminates, to the
fullest extent permitted, director liability for monetary damages for breaches
of fiduciary duty.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.       INDEX TO EXHIBITS.

         See Index to Exhibits.

ITEM 9.       UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this 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 Registrant hereby undertakes that, for purposes of determining
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 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.



                                      II-2

<PAGE>   5



         (c) 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 provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any section, 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>   6


                                   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 City of Ames, State of Iowa, on this 1st day of December
1998.

                                     ENGINEERING ANIMATION, INC.

                                     By:  /s/ Matthew M. Rizai
                                          -----------------------------------
                                                   Matthew M. Rizai
                                          Chairman, Chief Executive Officer,
                                          President, Treasurer and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Matthew M. Rizai and Jamie A.
Wade, or either of them (with full power to each of them to act alone), as his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and on his behalf to sign, execute and
file this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and any documents required to be filed
with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such 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 connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 1st day of December 1998.

Signatures                                Title
----------                                -----

/s/ Matthew M. Rizai                      Chairman, Chief Executive Officer,
-------------------------------------     President, Treasurer and Director
Matthew M. Rizai                          (Principal Executive Officer)


/s/ Martin J. Vanderploeg                 Director
-------------------------------------
Martin J. Vanderploeg


/s/ Jerome M. Behar                       Vice President of Finance and Chief 
-------------------------------------     Financial Officer (Principal
Jerome M. Behar                           Financial and Accounting Officer)


/s/ Jamie A. Wade                         Director
-------------------------------------
Jamie A. Wade


/s/ Michael Crow                          Director
-------------------------------------
Michael Crow


/s/ Laurence J. Kirshbaum                 Director
-------------------------------------
Laurence J. Kirshbaum



                                      S-1


<PAGE>   7


                               INDEX TO EXHIBITS.

Exhibit Number          Description of Document
--------------          --------------------
     4.1                Specimen Common Stock Certificate*

     4.2                Rights Agreement between the Company and First Chicago
                        Trust Company of New York, dated as of January 1, 1996*

     5.1                Opinion of Gardner, Carton & Douglas regarding legality
                        of securities

     23.1               Consent of Ernst & Young LLP

     23.2               Consent of Arthur Andersen LLP

     23.3               Consent of Arthur Andersen LLP

     23.4               Consent of PricewaterhouseCoopers LLP

     23.5               Consent of Gardner, Carton & Douglas (included in 
                        exhibit 5.1)

     24.1               Powers of Attorney (included on signature page)
-------------
*    Incorporated by reference to the Registrant's Registration Statement on 
Form S-1 (File No.  33-80705) filed with the Commission on January 31, 1996.




                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16305}]
{"company-data": {"conformed-name": "ENGINEERING ANIMATION INC", "cik": "0001005270", "assigned-sic": "7372", "irs-number": "421323712", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68159", "film-number": "98762164"}, "business-address": {"street1": "2625 NORTH LOOP DR", "city": "AMES", "state": "I0", "zip": "50010", "phone": "5152969908"}}
1
    As filed with the Securities and Exchange Commission on December 1, 1998

                                                   Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                           ENGINEERING ANIMATION, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                           42-1323712
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                             2321 North Loop Drive
                                Ames, Iowa 50010
                            Telephone: (515) 296-9908
     (Address, including zip code, telephone number, including area code, of
                   registrant's principal executive offices)

                           ENGINEERING ANIMATION, INC.
                      1997 NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)

                                Matthew M. Rizai
                      President and Chief Executive Officer
                              2321 North Loop Drive
                                Ames, Iowa 50010
                            Telephone: (515) 296-9908
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   Copies to:
     Jamie A. Wade, Esq.                           George C. McKann, Esq.
  Engineering Animation, Inc.                    Gardner, Carton & Douglas
    2321 North Loop Drive                   321 North Clark Street, Suite 3200
      Ames, Iowa  50010                          Chicago, Illinois  60610
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
       Title of Securities   Amount to be       Proposed Maximum            Proposed Maximum          Amount of
        to be Registered      Registered    Offering Price Per Share    Aggregate Offering Price   Registration Fee
        ----------------      ----------    ------------------------    ------------------------   ----------------
Common Stock, (par value
$0.01 per share) (1)         600,000(2)(3)       $40.28125 (4)                 $24,168,750             $6,719

-------------------------------------------------------------------------------------------------------------------
2

(1)  Includes associated rights ("Rights") to purchase 1/150 of a share of
     Series A Junior Participating Preferred Stock, par value $0.01 per share.
     Rights initially are attached to and trade with the Common Stock. The value
     attributable to such Rights, if any, is reflected in the market value of
     the Common Stock.

(2)  Together with an indeterminable number of additional shares in order to
     adjust the number of shares reserved for issuance pursuant to the Plan as
     the result of a stock split, stock dividend or similar transaction
     affecting the common stock, pursuant to 17 C.F.R. Section 230.416.

(3)  Amount represents the number of shares issuable pursuant to the Plan in
     addition to the 600,000 (as adjusted to reflect the 3-for-2 stock split
     effective February 27, 1998) registered on Registration Statement No.
     333-40825.

(4)  Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
     offering price per share, proposed maximum aggregate offering price and the
     amount of the registration fee are based upon the average of the high and
     low prices reported on the Nasdaq National Market on November 30, 1998.
3

                           ENGINEERING ANIMATION, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference in to this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

         1.   Annual Report on Form 10-K for the fiscal year ended December 
              31, 1997;

         2.   Amendment to Annual Report on Form 10-K/A for the fiscal year
              ended December 31, 1997;

         3.   Quarterly Reports on Form 10-Q for the quarters ended March 31, 
              June 30 and September 30, 1998;

         4.   Current Reports on Form 8-K, filed March 19, 1998, July 1, 1998
              (as amended July 31, 1998), September 25, 1998 and November 16,
              1998; and

         5.   The description of Registrant's Common Stock contained in the
              Registrant's Registration Statement on Form S-4 filed with the
              Commission on May 7, 1998, including any amendment or report filed
              for the purpose of updating such description (File No. 333-52003).

         In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation and by-laws provide that the
Company shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.

         Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. DGCL Section
102 provides, however, that liability for breaches of the duty of loyalty, acts
or omissions not in good faith or involving intentional misconduct,

                                      II-I
4

or knowing violation of the law, and the unlawful purchase or redemption of
stock or payment of unlawful dividends or the receipt of improper personal
benefits cannot be eliminated or limited in this manner. The Company's
Certificate of Incorporation includes a provision that eliminates, to the
fullest extent permitted, director liability for monetary damages for breaches
of fiduciary duty.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.       INDEX TO EXHIBITS.

         See Index to Exhibits.

ITEM 9.       UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

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

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

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

                  (iii) To include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in this 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 Registrant hereby undertakes that, for purposes of determining
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 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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                                      II-2
5

         (c) 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 provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any section, 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
6

                                   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 City of Ames, State of Iowa, on this 1st day of December
1998.

                                     ENGINEERING ANIMATION, INC.

                                     By:  /s/ Matthew M. Rizai
                                          -----------------------------------
                                                   Matthew M. Rizai
                                          Chairman, Chief Executive Officer,
                                          President, Treasurer and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Matthew M. Rizai and Jamie A.
Wade, or either of them (with full power to each of them to act alone), as his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and on his behalf to sign, execute and
file this Registration Statement and any or all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and any documents required to be filed
with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such 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 connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 1st day of December 1998.

Signatures                                Title
----------                                -----

/s/ Matthew M. Rizai                      Chairman, Chief Executive Officer,
-------------------------------------     President, Treasurer and Director
Matthew M. Rizai                          (Principal Executive Officer)

/s/ Martin J. Vanderploeg                 Director
-------------------------------------
Martin J. Vanderploeg

/s/ Jerome M. Behar                       Vice President of Finance and Chief 
-------------------------------------     Financial Officer (Principal
Jerome M. Behar                           Financial and Accounting Officer)

/s/ Jamie A. Wade                         Director
-------------------------------------
Jamie A. Wade

/s/ Michael Crow                          Director
-------------------------------------
Michael Crow

/s/ Laurence J. Kirshbaum                 Director
-------------------------------------
Laurence J. Kirshbaum

                                      S-1
7

                               INDEX TO EXHIBITS.

Exhibit Number          Description of Document
--------------          --------------------
     4.1                Specimen Common Stock Certificate*

     4.2                Rights Agreement between the Company and First Chicago
                        Trust Company of New York, dated as of January 1, 1996*

     5.1                Opinion of Gardner, Carton & Douglas regarding legality
                        of securities

     23.1               Consent of Ernst & Young LLP

     23.2               Consent of Arthur Andersen LLP

     23.3               Consent of Arthur Andersen LLP

     23.4               Consent of PricewaterhouseCoopers LLP

     23.5               Consent of Gardner, Carton & Douglas (included in 
                        exhibit 5.1)

     24.1               Powers of Attorney (included on signature page)
-------------
*    Incorporated by reference to the Registrant's Registration Statement on 
Form S-1 (File No.  33-80705) filed with the Commission on January 31, 1996.

                                      E-1