<PAGE>
 
             As filed with the Securities and Exchange Commission
                                on May 30, 1996
                                                   Registration No. 333-_______
- -------------------------------------------------------------------------------


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

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

                              UNICOM CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)


           Illinois                                   36-3961038
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)                  


37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois                                     60690-3005
 (Address of Principal Executive Offices)             (Zip Code)

                              Unicom Corporation
                           1996 Directors' Fee Plan
                             (Full Title of Plan)
                          --------------------------

                               John C. Bukovski
                                Vice President
                              Unicom Corporation
                     37th Floor, 10 South Dearborn Street
                                P.O. Box A-3005
                         Chicago, Illinois  60690-3005
                                (312) 394-7399
                    (Name and Address of Agent for Service)


                                   Copy to:

                               Richard W. Astle
                                Sidley & Austin
                           One First National Plaza
                           Chicago, Illinois  60603
                                (312) 853-7000
<TABLE> 
<CAPTION> 

=================================================================================================================

                        CALCULATION OF REGISTRATION FEE

=================================================================================================================

                                                 Proposed                    Proposed
Title of Securities       Amount to be        Maximum Offering           Maximum Aggregate         Amount of
to be Registered           Registered         Price Per Share (1)        Offering Price (1)      Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                        <C>                     <C> 
Common Shares,            200,000 shares           $ 28.00                 $5,600,000               $1,932.00
without par value
- -----------------------------------------------------------------------------------------------------------------
</TABLE> 

(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the common
     shares, without par value, of Unicom Corporation on the New York Stock
     Exchange on May 24, 1996.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents heretofore filed with the Securities and
Exchange Commission are incorporated herein by reference:

               (a)  Annual Report on Form 10-K of the Registrant for the year
          ended December 31, 1995.

               (b)  Quarterly Report on Form 10-Q of the Registrant for the
          quarterly period ended March 31, 1996.

               (c)  Current Reports on Form 8-K of the Registrant dated January
          26, 1996, February 20, 1996 and March 14, 1996, respectively, and
          Current Report on Form 8-K/A-1 of the Registrant dated March 14, 1996.

               (d)  The description of the Registrant's common stock, without
          par value (the "Common Stock"), which is contained in the registration
          statement on Form 8-B filed under the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), including any subsequent amendment or
          any report filed for the purpose of updating such description.

               All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and 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 into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated 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.

               Certain provisions of the Illinois Business Corporation Act of
1983, as amended (the "BCA"), provide that the Registrant may, and in some
circumstances must, indemnify the directors and officers of the Registrant and
of each subsidiary company against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Registrant's Articles of Incorporation and By-Laws provide that the Registrant
will indemnify its directors and officers, and may indemnify any person serving
as director or officer of another business entity at the Registrant's request,
to the extent permitted by the statute. In addition, the Registrant's Articles
of Incorporation provide, as permitted by the BCA, that directors shall not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of their duty of loyalty to the Registrant or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation

                                      II-1
<PAGE>
 
of law, (iii) under Section 8.65 of the BCA, and (iv) for transactions from
which a director derived an improper personal benefit.

               The Registrant maintains liability insurance policies which
indemnify the Registrant's directors and officers, the directors and officers of
subsidiaries of the Registrant, and the trustees of the Commonwealth Edison
Company Service Annuity Fund and the Commonwealth Edison Company of Indiana,
Inc. Service Annuity Fund, against loss arising from claims by reason of their
legal liability for acts as such directors, officers or trustees, subject to
limitations and conditions as set forth in the policies.

               The Registrant indemnifies assistant officers and other employees
against liabilities and expenses incurred by reason of acts performed in
connection with the operations of the various employee benefit systems of the
Registrant and its subsidiaries.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8.   EXHIBITS.

               The exhibits accompanying this Registration Statement are listed
on the accompanying Exhibit Index.

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.
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) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

               (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;

                                      II-2
<PAGE>
 
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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

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

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

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

               (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
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 of 1933 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, 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 Chicago, State of Illinois, on this 30th day of May,
1996.

                              UNICOM CORPORATION

                              By: /s/ James J. O'Connor
                                  -------------------------------------
                                  James J. O'Connor, Chairman and Chief 
                                  Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of May, 1996.

<TABLE> 
<CAPTION> 

            Signature                              Title
            ---------                              -----
     <S>                                   <C> 
          /s/ James J. O'Connor            Chairman and Chief Executive Officer 
     -----------------------------         and Director
          James J. O'Connor                (principal executive officer)

          /s/ John C. Bukovski             Vice President
     ------------------------------        (principal financial officer)
          John C. Bukovski                                   

          /s/ Roger F. Kovack              Comptroller
     ------------------------------        (principal accounting officer)
          Roger F. Kovack                  

                                           Director
     ------------------------------    
          Jean Allard

                 *                         Director
     ------------------------------        
          Edward A. Brennan

                 *                         Director
     ------------------------------
          James W. Compton

                 *                         Director
     ------------------------------
          Sue L. Gin

                 *                         Director
     ------------------------------
          Donald P. Jacobs

                 *                         Director
     ------------------------------
          Edgar D. Jannotta

                 *                         Director
     ------------------------------
          George E. Johnson

                                           Director
     ------------------------------        
          Edward A. Mason

                 *                         Vice Chairman and Director
     ------------------------------
          Leo F. Mullin

                                           Director
     ------------------------------        
          Frank A. Olson

          /s/ Samuel K. Skinner            President and Director
     ------------------------------
          Samuel K. Skinner

*By:      /s/ David A. Scholz
     ------------------------------
     David A. Scholz, Attorney-in-fact
</TABLE> 

                                      II-4
<PAGE>
 
                  INDEX TO EXHIBITS TO REGISTRATION STATEMENT
                  -------------------------------------------

<TABLE>
<CAPTION>
 
Exhibit
Number        Description of Document
- -------       -----------------------
<S>           <C>
 
 (4)-1        Articles of Incorporation, as amended, of the Registrant (File No.
              1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
              (3)-1), which is incorporated herein by reference.
              
 (4)-2        By-Laws of the Registrant (File No. 1-11375, Form 10-K for the
              year ended December 31, 1995, Exhibit (3)-3), which is
              incorporated herein by reference.
              
 (4)-3        Unicom Corporation 1996 Directors' Fee Plan, filed as Appendix A
              to the Registrant's Proxy Statement dated April 8, 1996 (File No.
              1-11375), which is incorporated herein by reference.
 
*(5)          Opinion of Sidley & Austin.
 
 *(23)-1      Consent of Sidley & Austin (included in Exhibit 5 above).
 
 *(23)-2      Consent of Arthur Andersen LLP.
 
 *(24)        Powers of Attorney.
</TABLE>

____________________
*Filed herewith.

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16707}]
{"company-data": {"conformed-name": "UNICOM CORP", "cik": "0000918040", "assigned-sic": "4911", "irs-number": "363961038", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04749", "film-number": "96574448"}, "business-address": {"street1": "10 SOUTH DEARBORN STREET 37TH FLOOR", "street2": "P O BOX 767", "city": "CHICAGO", "state": "IL", "zip": "60690", "phone": "3123943117"}, "mail-address": {"street1": "P O BOX 767", "city": "CHICAGO", "state": "IL", "zip": "60690"}, "former-company": {"former-conformed-name": "CECO HOLDING CO", "date-changed": "19940125"}}
As filed with the Securities and Exchange Commission
                                on May 30, 1996
                                                   Registration No. 333-_______
- -------------------------------------------------------------------------------

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

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

                              UNICOM CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

           Illinois                                   36-3961038
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)                  

37th Floor, 10 South Dearborn Street
P.O. Box A-3005
Chicago, Illinois                                     60690-3005
 (Address of Principal Executive Offices)             (Zip Code)

                              Unicom Corporation
                           1996 Directors' Fee Plan
                             (Full Title of Plan)
                          --------------------------

                               John C. Bukovski
                                Vice President
                              Unicom Corporation
                     37th Floor, 10 South Dearborn Street
                                P.O. Box A-3005
                         Chicago, Illinois  60690-3005
                                (312) 394-7399
                    (Name and Address of Agent for Service)

                                   Copy to:

                               Richard W. Astle
                                Sidley & Austin
                           One First National Plaza
                           Chicago, Illinois  60603
                                (312) 853-7000
=================================================================================================================

                        CALCULATION OF REGISTRATION FEE

=================================================================================================================

                                                 Proposed                    Proposed
Title of Securities       Amount to be        Maximum Offering           Maximum Aggregate         Amount of
to be Registered           Registered         Price Per Share (1)        Offering Price (1)      Registration Fee
- -----------------------------------------------------------------------------------------------------------------
Common Shares,            200,000 shares           $ 28.00                 $5,600,000               $1,932.00
without par value
- -----------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933,
     based upon the average of the high and low sale prices of the common
     shares, without par value, of Unicom Corporation on the New York Stock
     Exchange on May 24, 1996.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents heretofore filed with the Securities and
Exchange Commission are incorporated herein by reference:

               (a)  Annual Report on Form 10-K of the Registrant for the year
          ended December 31, 1995.

               (b)  Quarterly Report on Form 10-Q of the Registrant for the
          quarterly period ended March 31, 1996.

               (c)  Current Reports on Form 8-K of the Registrant dated January
          26, 1996, February 20, 1996 and March 14, 1996, respectively, and
          Current Report on Form 8-K/A-1 of the Registrant dated March 14, 1996.

               (d)  The description of the Registrant's common stock, without
          par value (the "Common Stock"), which is contained in the registration
          statement on Form 8-B filed under the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), including any subsequent amendment or
          any report filed for the purpose of updating such description.

               All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and 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 into this Registration Statement and to be a part hereof from the
respective dates of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated 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.

               Certain provisions of the Illinois Business Corporation Act of
1983, as amended (the "BCA"), provide that the Registrant may, and in some
circumstances must, indemnify the directors and officers of the Registrant and
of each subsidiary company against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions set forth in the statute. The
Registrant's Articles of Incorporation and By-Laws provide that the Registrant
will indemnify its directors and officers, and may indemnify any person serving
as director or officer of another business entity at the Registrant's request,
to the extent permitted by the statute. In addition, the Registrant's Articles
of Incorporation provide, as permitted by the BCA, that directors shall not be
personally liable for monetary damages for breach of fiduciary duty as a
director, except (i) for breaches of their duty of loyalty to the Registrant or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation

                                      II-1
of law, (iii) under Section 8.65 of the BCA, and (iv) for transactions from
which a director derived an improper personal benefit.

               The Registrant maintains liability insurance policies which
indemnify the Registrant's directors and officers, the directors and officers of
subsidiaries of the Registrant, and the trustees of the Commonwealth Edison
Company Service Annuity Fund and the Commonwealth Edison Company of Indiana,
Inc. Service Annuity Fund, against loss arising from claims by reason of their
legal liability for acts as such directors, officers or trustees, subject to
limitations and conditions as set forth in the policies.

               The Registrant indemnifies assistant officers and other employees
against liabilities and expenses incurred by reason of acts performed in
connection with the operations of the various employee benefit systems of the
Registrant and its subsidiaries.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8.   EXHIBITS.

               The exhibits accompanying this Registration Statement are listed
on the accompanying Exhibit Index.

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.
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) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

               (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;

                                      II-2
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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

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

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

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

               (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 30th day of May,
1996.

                              UNICOM CORPORATION

                              By: /s/ James J. O'Connor
                                  -------------------------------------
                                  James J. O'Connor, Chairman and Chief 
                                  Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of May, 1996.
Signature                              Title
            ---------                              -----
/s/ James J. O'Connor            Chairman and Chief Executive Officer 
     -----------------------------         and Director
          James J. O'Connor                (principal executive officer)

          /s/ John C. Bukovski             Vice President
     ------------------------------        (principal financial officer)
          John C. Bukovski                                   

          /s/ Roger F. Kovack              Comptroller
     ------------------------------        (principal accounting officer)
          Roger F. Kovack                  

                                           Director
     ------------------------------    
          Jean Allard

                 *                         Director
     ------------------------------        
          Edward A. Brennan

                 *                         Director
     ------------------------------
          James W. Compton

                 *                         Director
     ------------------------------
          Sue L. Gin

                 *                         Director
     ------------------------------
          Donald P. Jacobs

                 *                         Director
     ------------------------------
          Edgar D. Jannotta

                 *                         Director
     ------------------------------
          George E. Johnson

                                           Director
     ------------------------------        
          Edward A. Mason

                 *                         Vice Chairman and Director
     ------------------------------
          Leo F. Mullin

                                           Director
     ------------------------------        
          Frank A. Olson

          /s/ Samuel K. Skinner            President and Director
     ------------------------------
          Samuel K. Skinner

*By:      /s/ David A. Scholz
     ------------------------------
     David A. Scholz, Attorney-in-fact
II-4
INDEX TO EXHIBITS TO REGISTRATION STATEMENT
                  -------------------------------------------
Exhibit
Number        Description of Document
- -------       -----------------------
(4)-1        Articles of Incorporation, as amended, of the Registrant (File No.
              1-11375, Form 10-K for the year ended December 31, 1994, Exhibit
              (3)-1), which is incorporated herein by reference.
              
 (4)-2        By-Laws of the Registrant (File No. 1-11375, Form 10-K for the
              year ended December 31, 1995, Exhibit (3)-3), which is
              incorporated herein by reference.
              
 (4)-3        Unicom Corporation 1996 Directors' Fee Plan, filed as Appendix A
              to the Registrant's Proxy Statement dated April 8, 1996 (File No.
              1-11375), which is incorporated herein by reference.
 
*(5)          Opinion of Sidley & Austin.
 
 *(23)-1      Consent of Sidley & Austin (included in Exhibit 5 above).
 
 *(23)-2      Consent of Arthur Andersen LLP.
 
 *(24)        Powers of Attorney.
____________________
*Filed herewith.

                                      II-5