<PAGE>   1
   As filed with the Securities and Exchange Commission on September 28, 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./TRANSOM, INC. 1996 EQUITY COMPENSATION 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
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
   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    42,681  (2)          $14.66   (3)                 $625,704               $185.00
share)  (1)
---------------------------------------------------------------------------------------------------------------------------
</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 plans 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)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of the weighted average
     exercise price of $14.66 per share.


<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, 1998 and June 30, 1998;

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

         5.  Description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form S-4 filed with the
             Commission on August 21, 1998, including any amendment or
             report filed for the purpose of updating such description.

         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-1
<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 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.

         (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 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 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 action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.










                                      II-3

<PAGE>   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 28TH DAY OF
SEPTEMBER, 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 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, 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 28TH DAY OF SEPTEMBER, 1998.

<TABLE>
<CAPTION>
SIGNATURES                                                    TITLE
----------                                                    -----
<S>                                                 <C>
/s/ Matthew M. Rizai                                 Chairman, Chief Executive Officer, President, Treasurer and Director
-------------------------------------                (Principal Executive Officer)
Matthew M. Rizai                                     


/s/ Martin J. Vanderploeg                            Executive Vice President and Director
-------------------------------------
Martin J. Vanderploeg


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


/s/ Jamie A. Wade                                    Vice President of Administration, General Counsel, Secretary
-------------------------------------                and Director
Jamie A. Wade                                        


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


/s/  Laurence J. Kirshbaum                           Director
-------------------------------------
Laurence J. Kirshbaum
</TABLE>

                                       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 Ernst & Young LLP

  23.3              Consent of Arthur Andersen LLP

  23.4              Consent of Arthur Andersen LLP

  23.5              Consent of PricewaterhouseCoopers LLP

  23.6              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 (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": 16550}]
{"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": "333-64429", "film-number": "98716346"}, "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 September 28, 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./TRANSOM, INC. 1996 EQUITY COMPENSATION 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    42,681  (2)          $14.66   (3)                 $625,704               $185.00
share)  (1)
---------------------------------------------------------------------------------------------------------------------------
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 plans 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)  Estimated in accordance with Rule 457(h) solely for the purpose of
     calculating the registration fee on the basis of the weighted average
     exercise price of $14.66 per share.
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, 1998 and June 30, 1998;

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

         5.  Description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form S-4 filed with the
             Commission on August 21, 1998, including any amendment or
             report filed for the purpose of updating such description.

         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-1
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 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.

         (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 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 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 action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
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 28TH DAY OF
SEPTEMBER, 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 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, 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 28TH DAY OF SEPTEMBER, 1998.
SIGNATURES                                                    TITLE
----------                                                    -----
/s/ Matthew M. Rizai                                 Chairman, Chief Executive Officer, President, Treasurer and Director
-------------------------------------                (Principal Executive Officer)
Matthew M. Rizai                                     

/s/ Martin J. Vanderploeg                            Executive Vice President and Director
-------------------------------------
Martin J. Vanderploeg

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

/s/ Jamie A. Wade                                    Vice President of Administration, General Counsel, Secretary
-------------------------------------                and 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 Ernst & Young LLP

  23.3              Consent of Arthur Andersen LLP

  23.4              Consent of Arthur Andersen LLP

  23.5              Consent of PricewaterhouseCoopers LLP

  23.6              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 (No. 33-80705) filed with the Commission on January 31, 1996.

                                      E-1