<PAGE>   1


    As filed with the Securities and Exchange Commission on June 23, 1997

                                                    Registration No. 333-______

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

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

                               SPX CORPORATION
           (Exact name of registrant as specified in its charter)


         Delaware                           3423                  38-1016240
(State or other jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
     of incorporation or        Classification Code Number)  Identification No.)
      organization)


                           700 Terrace Point Drive
                        Muskegon, Michigan 49443-3301
                         Telephone:  (616) 724-5000
   (Address, including zip code, telephone number, including area code, of
                  registrant's principal executive offices)

       SPX CORPORATION 1997 NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
                          (Full title of the plan)

                           Christopher J. Kearney
                Vice President, Secretary and General Counsel
                               SPX Corporation
                           700 Terrace Point Drive
                        Muskegon, Michigan 49443-3301
                         Telephone:  (616) 724-5000
 (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                                 Copies to:


                           George C. McKann, Esq.
                          Gardner, Carton & Douglas
                     321 North Clark Street, Suite 3200
                          Chicago, Illinois  60610

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum      Proposed Maximum
           Title of Securities              Amount to be    Offering Price Per    Aggregate Offering       Amount of
            to be Registered               Registered (1)         Share                 Price          Registration Fee
            ----------------               --------------   -----------------     ------------------   ----------------
<S>                                        <C>             <C>                   <C>                   <C>
Common Stock, par value $10 per share (2)       75,000           $67.1875             $5,039,063            $1,527
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Together with an indeterminable number of additional securities in order
     to adjust the number of securities 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.

(2)  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 New York Stock Exchange on June 18, 1997




<PAGE>   2



                               SPX CORPORATION

                      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.   The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1996;

        2.   The Registrant's Quarterly Report on Form 10-Q for the three
             months ended March 31, 1997;

        3.   The Registrant's Current Reports on Form 8-K dated February
             21, 1997 and April 25, 1997; and

        4.   The description of Registrant's Common Stock contained in the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1987, as stated in Article Fourth of the Registrant's
             Restated Certificate of Incorporation, which is attached as Exhibit
             No. 3 thereto.

        In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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.

        Peter H. Merlin, who is a director of the Company and a partner of
Gardner, Carton & Douglas, which is delivering the opinion filed as Exhibit 5.1
to this Registration Statement, beneficially owned 11,836 shares of the
Company's Common Stock as of March 14, 1997.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides that the
Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth.  Substantially
similar provisions that require such indemnification are contained in Article
Thirteenth of the Company's Restated Certificate of Incorporation.  Article
Thirteenth of the Company's Restated Certificate of Incorporation also contains
provisions limiting the liability of the Company's directors in certain
instances.  In addition , the Company has purchased insurance as permitted by
Delaware law on behalf of directors, officers, employees or agents, which may
cover liabilities under the Securities Act of 1933, as amended (the "Act").


                                     II-1




<PAGE>   3




ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.      INDEX TO EXHIBITS.

        Exhibit Number      Description of Document
        --------------      -----------------------

           4.1                Rights Agreement dated as of June 25, 1996 between
                              the Company and The Bank of New York, as Rights 
                              Agents, relating to Rights to purchase Preferred
                              Stock under certain circumstances, incorporated 
                              herein by reference from the Company's 
                              Registration Statement on Form 8-A filed on 
                              June 26, 1996.

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

          23.1                Consent of Arthur Andersen LLP

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

          24.1                Powers of Attorney (included on signature page)


____________

ITEM 9.      UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

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

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

                 (ii)  To reflect in the prospectus any facts or events arising
             after the effective 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 Securities Exchange Act of 1934 
        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.


                                     II-2




<PAGE>   4



        (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 Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offering herein, 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 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>   5



                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Muskegon, State of Michigan, on this 23rd day
of June 1997.

                            SPX CORPORATION

                            By: /s/  Patrick J. O'Leary
                                -------------------------------------------
                                        Patrick J. O'Leary
                                Vice President Finance, Treasurer and Chief 
                                Financial and Accounting Officer

                              POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John B. Blystone, Christopher J.
Kearney, James M. Sheridan or Patrick J. O'Leary, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, 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 all 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 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 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 23rd day of June 1997.


     /s/  John B. Blystone                   /s/   Patrick J. O'Leary
-------------------------------------   -------------------------------------
          John B. Blystone                         Patrick J. O'Leary
      Chairman, President and                    Vice President Finance
      Chief Executive Officer                Treasurer and Chief Financial
             Director                        Officer and Accounting Officer


     /s/  J. Kermit Campbell                /s/   Sarah R. Coffin
-------------------------------------   -------------------------------------
          J. Kermit Campbell                      Sarah R. Coffin
               Director                               Director


     /s/  Frank A. Ehmann                   /s/   Edward D. Hopkins
-------------------------------------   -------------------------------------
          Frank A. Ehmann                         Edward D. Hopkins
               Director                               Director


     /s/  Charles E. Johnson II            /s/   Ronald L. Kerber
-------------------------------------   -------------------------------------
          Charles E. Johnson                     Ronald L. Kerber
               Director                               Director


     /s/  Peter H. Merlin                  /s/   David P. Williams
-------------------------------------   -------------------------------------
          Peter H. Merlin                        David P. Williams
               Director                               Director



                                     S-1




<PAGE>   6



                              INDEX TO EXHIBITS

Exhibit Number         Description of Document
--------------         -----------------------
      4.1              Rights Agreement dated as of June 25, 1996 between the
                       Company and The Bank of New York, as Rights Agents, 
                       relating to Rights to purchase Preferred Stock under 
                       certain circumstances, incorporated herein by reference
                       from the Company's Registration Statement on Form 8-A 
                       filed on June 26, 1996.

      5.1              Opinion of Gardner, Carton & Douglas regarding legality
                       of securities
 
     23.1              Consent of Arthur Andersen LLP

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

     24.1              Powers of Attorney (included on signature page)


_____________
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16523}]
{"company-data": {"conformed-name": "SPX CORP", "cik": "0000088205", "assigned-sic": "3420", "irs-number": "381016240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29851", "film-number": "97628449"}, "business-address": {"street1": "700 TERRACE POINT DR", "city": "MUSKEGON", "state": "MI", "zip": "49443", "phone": "6167245000"}, "mail-address": {"street1": "700 TERRACE POINT DRIVE", "city": "MUSKEGON", "state": "MI", "zip": "49443"}, "former-company": {"former-conformed-name": "SEALED POWER CORP", "date-changed": "19880515"}}
1

    As filed with the Securities and Exchange Commission on June 23, 1997

                                                    Registration No. 333-______

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

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

                               SPX CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                           3423                  38-1016240
(State or other jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
     of incorporation or        Classification Code Number)  Identification No.)
      organization)

                           700 Terrace Point Drive
                        Muskegon, Michigan 49443-3301
                         Telephone:  (616) 724-5000
   (Address, including zip code, telephone number, including area code, of
                  registrant's principal executive offices)

       SPX CORPORATION 1997 NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
                          (Full title of the plan)

                           Christopher J. Kearney
                Vice President, Secretary and General Counsel
                               SPX Corporation
                           700 Terrace Point Drive
                        Muskegon, Michigan 49443-3301
                         Telephone:  (616) 724-5000
 (Name, address, including zip code, and telephone number, including area code,
                            of agent for service)

                                 Copies to:

                           George C. McKann, Esq.
                          Gardner, Carton & Douglas
                     321 North Clark Street, Suite 3200
                          Chicago, Illinois  60610

                       CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
                                                             Proposed Maximum      Proposed Maximum
           Title of Securities              Amount to be    Offering Price Per    Aggregate Offering       Amount of
            to be Registered               Registered (1)         Share                 Price          Registration Fee
            ----------------               --------------   -----------------     ------------------   ----------------
Common Stock, par value $10 per share (2)       75,000           $67.1875             $5,039,063            $1,527
-----------------------------------------------------------------------------------------------------------------------
(1)  Together with an indeterminable number of additional securities in order
     to adjust the number of securities 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.

(2)  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 New York Stock Exchange on June 18, 1997
2

                               SPX CORPORATION

                      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.   The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 1996;

        2.   The Registrant's Quarterly Report on Form 10-Q for the three
             months ended March 31, 1997;

        3.   The Registrant's Current Reports on Form 8-K dated February
             21, 1997 and April 25, 1997; and

        4.   The description of Registrant's Common Stock contained in the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1987, as stated in Article Fourth of the Registrant's
             Restated Certificate of Incorporation, which is attached as Exhibit
             No. 3 thereto.

        In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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.

        Peter H. Merlin, who is a director of the Company and a partner of
Gardner, Carton & Douglas, which is delivering the opinion filed as Exhibit 5.1
to this Registration Statement, beneficially owned 11,836 shares of the
Company's Common Stock as of March 14, 1997.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General Corporation Law provides that the
Company may, and in some circumstances must, indemnify the directors and
officers of the Company against liabilities and expenses incurred by any such
person by reason of the fact that such person was serving in such capacity,
subject to certain limitations and conditions therein set forth.  Substantially
similar provisions that require such indemnification are contained in Article
Thirteenth of the Company's Restated Certificate of Incorporation.  Article
Thirteenth of the Company's Restated Certificate of Incorporation also contains
provisions limiting the liability of the Company's directors in certain
instances.  In addition , the Company has purchased insurance as permitted by
Delaware law on behalf of directors, officers, employees or agents, which may
cover liabilities under the Securities Act of 1933, as amended (the "Act").

                                     II-1
3

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8.      INDEX TO EXHIBITS.

        Exhibit Number      Description of Document
        --------------      -----------------------

           4.1                Rights Agreement dated as of June 25, 1996 between
                              the Company and The Bank of New York, as Rights 
                              Agents, relating to Rights to purchase Preferred
                              Stock under certain circumstances, incorporated 
                              herein by reference from the Company's 
                              Registration Statement on Form 8-A filed on 
                              June 26, 1996.

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

          23.1                Consent of Arthur Andersen LLP

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

          24.1                Powers of Attorney (included on signature page)

____________

ITEM 9.      UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

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

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

                 (ii)  To reflect in the prospectus any facts or events arising
             after the effective 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 Securities Exchange Act of 1934 
        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.

                                     II-2
4

        (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 Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offering herein, 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 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
5

                                  SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Muskegon, State of Michigan, on this 23rd day
of June 1997.

                            SPX CORPORATION

                            By: /s/  Patrick J. O'Leary
                                -------------------------------------------
                                        Patrick J. O'Leary
                                Vice President Finance, Treasurer and Chief 
                                Financial and Accounting Officer

                              POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John B. Blystone, Christopher J.
Kearney, James M. Sheridan or Patrick J. O'Leary, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, 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 all 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 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 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 23rd day of June 1997.

     /s/  John B. Blystone                   /s/   Patrick J. O'Leary
-------------------------------------   -------------------------------------
          John B. Blystone                         Patrick J. O'Leary
      Chairman, President and                    Vice President Finance
      Chief Executive Officer                Treasurer and Chief Financial
             Director                        Officer and Accounting Officer

     /s/  J. Kermit Campbell                /s/   Sarah R. Coffin
-------------------------------------   -------------------------------------
          J. Kermit Campbell                      Sarah R. Coffin
               Director                               Director

     /s/  Frank A. Ehmann                   /s/   Edward D. Hopkins
-------------------------------------   -------------------------------------
          Frank A. Ehmann                         Edward D. Hopkins
               Director                               Director

     /s/  Charles E. Johnson II            /s/   Ronald L. Kerber
-------------------------------------   -------------------------------------
          Charles E. Johnson                     Ronald L. Kerber
               Director                               Director

     /s/  Peter H. Merlin                  /s/   David P. Williams
-------------------------------------   -------------------------------------
          Peter H. Merlin                        David P. Williams
               Director                               Director

                                     S-1
6

                              INDEX TO EXHIBITS

Exhibit Number         Description of Document
--------------         -----------------------
      4.1              Rights Agreement dated as of June 25, 1996 between the
                       Company and The Bank of New York, as Rights Agents, 
                       relating to Rights to purchase Preferred Stock under 
                       certain circumstances, incorporated herein by reference
                       from the Company's Registration Statement on Form 8-A 
                       filed on June 26, 1996.

      5.1              Opinion of Gardner, Carton & Douglas regarding legality
                       of securities
 
     23.1              Consent of Arthur Andersen LLP

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

     24.1              Powers of Attorney (included on signature page)

_____________