<PAGE>   1
      As filed with the Securities and Exchange Commission on May 14, 1999

                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          Sunrise Assisted Living, Inc.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
       ------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1746596
                    ---------------------------------------
                      (I.R.S. employer identification no.)

                 9401 Lee Highway, Suite 300, Fairfax, VA 22031
                 ----------------------------------------------
               (Address of principal executive offices) (Zip code)

                             Karrington Health, Inc.
                            1996 Incentive Stock Plan
                            -------------------------
                            (Full title of the plan)

                   Thomas B. Newell, Executive Vice President
                               and General Counsel
                          Sunrise Assisted Living, Inc.
                  9401 Lee Highway, Suite 300, Fairfax, VA 22031
                  ----------------------------------------------
                     (Name and address of agent for service)

                                 (703) 273-7500
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            George P. Barsness, Esq.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

                         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 $.01 per share          125,821               $34.00 (1)              $4,277,914 (1)             $1,190

==========================================================================================================================
</TABLE>

        (1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, as of May 11, 1999 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:

        (a)     The Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1998;

        (b)     The Registrant's Form 10-Q for the quarter ended March 31, 1999;

        (c)     The Registrant's Forms 8-K dated March 5, 1999 and May 14, 1999;

        (d)     The description of the Registrant's common stock, par value $.01
                per share (the "Common Stock"), contained in the Registrant's
                Form 8-A filed with the Commission on May 28, 1996; and

        (e)     All documents filed by the Registrant subsequent to the date
                hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
                Securities Exchange Act of 1934, prior to the filing of a
                post-effective amendment which indicates that all securities
                offered have been sold or which deregisters all securities
                remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable (the Common Stock is registered under Section 12 of the
        Exchange Act).

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


                                     - 2 -
<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and agents
and its former directors, officers, employees and agents and those who serve, at
the corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful. In
addition, the Delaware Law does not permit indemnification in an action or suit
by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.

        The Registrant's Amended and Restated By-laws (the "By-laws") provide
for mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law. Under the By-laws, the Registrant must
advance expenses incurred by an officer or director in defending any such action
if the director or officer undertakes to repay such amount if it is determined
that he or she is not entitled to indemnification.

        The Registrant has entered into separate indemnification agreements with
its directors and officers. Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

        The Registrant also maintains directors' and officers' liability
insurance.

                                    * * * * *

        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 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 the expenses
incurred or paid by a director, officer or controlling person of the Registrant
of 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 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.



                                     - 3 -
<PAGE>   4

        Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                     Description
------                     -----------

   5       Opinion of Hogan & Hartson L.L.P. regarding the legality of the
           shares being registered.

   23.1    Consent of Ernst & Young LLP

   23.2    Consent of Hogan & Hartson L.L.P. (See Exhibit 5)

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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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



                                     - 4 -
<PAGE>   5
                (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)     The undertaking concerning indemnification is set forth under
                the response to Item 6.



                                     - 5 -
<PAGE>   6

                                   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 Fairfax, Commonwealth of Virginia, on this 14th day
of May, 1999.

                                              SUNRISE ASSISTED LIVING, INC.

                                              By: /s/ Paul J. Klaassen
                                                 -------------------------------
                                              Paul J. Klaassen
                                              Chairman of the Board and
                                              Chief Executive Officer
                                              (Principal 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 and on the date indicated.

<TABLE>
<S>                                    <C>                                       <C>    
SIGNATURE                                        TITLE                              DATE

     /s/ Paul J. Klaassen
---------------------------------
Paul J. Klaassen                        Chairman of the Board                       May 14, 1999
                                          and Chief Executive Officer
                                          (Principal Executive Officer)


     /s/ David W. Faeder
---------------------------------
David W. Faeder                         President and Director                      May 14, 1999



     /s/ Teresa M. Klaassen
---------------------------------
Teresa M. Klaassen                      Executive Vice President                    May 14, 1999
                                          and Director


     /s/ Christian B.A. Slavin
---------------------------------
Christian B.A. Slavin                   Executive Vice President and                May 10, 1999
                                          Chief Financial Officer
                                          (Principal Financial Officer)
</TABLE>


                                     - 6 -
<PAGE>   7

<TABLE>
<S>                                   <C>                                        <C>    

       SIGNATURE                                     TITLE                                  DATE

     /s/ Larry E. Hulse
---------------------------------
Larry E. Hulse                          Vice President and Chief                    May 14, 1999
                                          Accounting Officer
                                          (Principal Accounting Officer)

   /s/ Ronald V. Aprahamian
---------------------------------
Ronald V. Aprahamian                             Director                           May 14, 1999

    /s/ David G. Bradley
---------------------------------
David G. Bradley                                 Director                           May 14, 1999

    /s/ Thomas J. Donohue
---------------------------------
Thomas J. Donohue                                Director                           May 14, 1999

    /s/ Scott F. Meadow
---------------------------------
Scott F. Meadow                                  Director                           May 3, 1999


---------------------------------
Richard R. Slager                                Director                           ----------------------
</TABLE>



                                     - 7 -
<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                     Description                                                  Page
-----                      -----------                                                  ----
<S>         <C> 
    5       Opinion of Hogan & Hartson L.L.P. regarding the legality of the
            shares being registered.

    23.1    Consent of Ernst & Young LLP

    23.2    Consent of Hogan & Hartson L.L.P. (See Exhibit 5)
</TABLE>



                                     - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17710}]
{"company-data": {"conformed-name": "SUNRISE ASSISTED LIVING INC", "cik": "0001011064", "assigned-sic": "8050", "irs-number": "541746596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78543", "film-number": "99624314"}, "business-address": {"street1": "9401 LEE HIGHWAY", "street2": "STE 300", "city": "FAIRFAX", "state": "VA", "zip": "22031", "phone": "7032737500"}, "mail-address": {"street1": "9401 LEE HIGHWAY", "street2": "STE 300", "city": "FAIRFAX", "state": "VA", "zip": "22031"}}
1
      As filed with the Securities and Exchange Commission on May 14, 1999

                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          Sunrise Assisted Living, Inc.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
       ------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   54-1746596
                    ---------------------------------------
                      (I.R.S. employer identification no.)

                 9401 Lee Highway, Suite 300, Fairfax, VA 22031
                 ----------------------------------------------
               (Address of principal executive offices) (Zip code)

                             Karrington Health, Inc.
                            1996 Incentive Stock Plan
                            -------------------------
                            (Full title of the plan)

                   Thomas B. Newell, Executive Vice President
                               and General Counsel
                          Sunrise Assisted Living, Inc.
                  9401 Lee Highway, Suite 300, Fairfax, VA 22031
                  ----------------------------------------------
                     (Name and address of agent for service)

                                 (703) 273-7500
        -----------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            George P. Barsness, Esq.
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5600

                         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 $.01 per share          125,821               $34.00 (1)              $4,277,914 (1)             $1,190

==========================================================================================================================
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, as of May 11, 1999 solely for the purpose of calculating the
registration fee.

                           Exhibit Index is on page 8
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        Sunrise Assisted Living, Inc. (the "Registrant") hereby incorporates by
reference into this registration statement the following documents:

        (a)     The Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1998;

        (b)     The Registrant's Form 10-Q for the quarter ended March 31, 1999;

        (c)     The Registrant's Forms 8-K dated March 5, 1999 and May 14, 1999;

        (d)     The description of the Registrant's common stock, par value $.01
                per share (the "Common Stock"), contained in the Registrant's
                Form 8-A filed with the Commission on May 28, 1996; and

        (e)     All documents filed by the Registrant subsequent to the date
                hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
                Securities Exchange Act of 1934, prior to the filing of a
                post-effective amendment which indicates that all securities
                offered have been sold or which deregisters all securities
                remaining unsold.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable (the Common Stock is registered under Section 12 of the
        Exchange Act).

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                     - 2 -
3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Section 145 of the Delaware General Corporation Law (the "Delaware
Law"), a corporation may indemnify its directors, officers, employees and agents
and its former directors, officers, employees and agents and those who serve, at
the corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in which they or
any of them were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity. The Delaware Law
provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful. In
addition, the Delaware Law does not permit indemnification in an action or suit
by or in the right of the corporation, where such person has been adjudged
liable to the corporation, unless, and only to the extent that, a court
determines that such person fairly and reasonably is entitled to indemnity for
expenses the court deems proper in light of liability adjudication. Indemnity is
mandatory to the extent a claim, issue or matter has been successfully defended.

        The Registrant's Amended and Restated By-laws (the "By-laws") provide
for mandatory indemnification of directors and officers generally to the same
extent authorized by the Delaware Law. Under the By-laws, the Registrant must
advance expenses incurred by an officer or director in defending any such action
if the director or officer undertakes to repay such amount if it is determined
that he or she is not entitled to indemnification.

        The Registrant has entered into separate indemnification agreements with
its directors and officers. Each indemnification agreement provides for, among
other things: (i) indemnification against any and all expenses, liabilities and
losses (including attorneys' fees, judgments, fines, taxes, penalties and
amounts paid in settlement) of any claim against an indemnified party unless it
is determined, as provided in the indemnification agreement, that
indemnification is not permitted under applicable law and (ii) prompt
advancement of expenses to any indemnified party in connection with his or her
defense against any claim.

        The Registrant also maintains directors' and officers' liability
insurance.

                                    * * * * *

        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 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 the expenses
incurred or paid by a director, officer or controlling person of the Registrant
of 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 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

                                     - 3 -
4

        Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number                     Description
------                     -----------

   5       Opinion of Hogan & Hartson L.L.P. regarding the legality of the
           shares being registered.

   23.1    Consent of Ernst & Young LLP

   23.2    Consent of Hogan & Hartson L.L.P. (See Exhibit 5)

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
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

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

                                     - 4 -
5
                (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)     The undertaking concerning indemnification is set forth under
                the response to Item 6.

                                     - 5 -
6

                                   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 Fairfax, Commonwealth of Virginia, on this 14th day
of May, 1999.

                                              SUNRISE ASSISTED LIVING, INC.

                                              By: /s/ Paul J. Klaassen
                                                 -------------------------------
                                              Paul J. Klaassen
                                              Chairman of the Board and
                                              Chief Executive Officer
                                              (Principal 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 and on the date indicated.
SIGNATURE                                        TITLE                              DATE

     /s/ Paul J. Klaassen
---------------------------------
Paul J. Klaassen                        Chairman of the Board                       May 14, 1999
                                          and Chief Executive Officer
                                          (Principal Executive Officer)

     /s/ David W. Faeder
---------------------------------
David W. Faeder                         President and Director                      May 14, 1999

     /s/ Teresa M. Klaassen
---------------------------------
Teresa M. Klaassen                      Executive Vice President                    May 14, 1999
                                          and Director

     /s/ Christian B.A. Slavin
---------------------------------
Christian B.A. Slavin                   Executive Vice President and                May 10, 1999
                                          Chief Financial Officer
                                          (Principal Financial Officer)
- 6 -
7
SIGNATURE                                     TITLE                                  DATE

     /s/ Larry E. Hulse
---------------------------------
Larry E. Hulse                          Vice President and Chief                    May 14, 1999
                                          Accounting Officer
                                          (Principal Accounting Officer)

   /s/ Ronald V. Aprahamian
---------------------------------
Ronald V. Aprahamian                             Director                           May 14, 1999

    /s/ David G. Bradley
---------------------------------
David G. Bradley                                 Director                           May 14, 1999

    /s/ Thomas J. Donohue
---------------------------------
Thomas J. Donohue                                Director                           May 14, 1999

    /s/ Scott F. Meadow
---------------------------------
Scott F. Meadow                                  Director                           May 3, 1999

---------------------------------
Richard R. Slager                                Director                           ----------------------
- 7 -
8

                                  EXHIBIT INDEX
Exhibit
Number                     Description                                                  Page
-----                      -----------                                                  ----
5       Opinion of Hogan & Hartson L.L.P. regarding the legality of the
            shares being registered.

    23.1    Consent of Ernst & Young LLP

    23.2    Consent of Hogan & Hartson L.L.P. (See Exhibit 5)
- 8 -