<PAGE>

  As filed with the Securities and Exchange Commission on September __, 2001
                                                     Registration No. 333-______
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                       __________________________________

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

                       __________________________________

                             ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                      <C>                                        <C>
                                  LILLY CORPORATE CENTER
     INDIANA                   INDIANAPOLIS, INDIANA 46285          35-0470950
     -------                ----------------------------------      -------------------
     (State or other     (Address of Principal Executive Offices)   (I.R.S. Employer
     jurisdiction of     (Zip Code)                                 Identification No.)
     incorporation or
     organization)
</TABLE>

                         LILLY GLOBALSHARES STOCK PLAN

                            (Full Title of the Plan)
                            ------------------------

         Rebecca O. Kendall, Senior Vice President and General Counsel
                             Eli Lilly and Company
                             Lilly Corporate Center
                          Indianapolis, Indiana  46285

                    (Name and address of agent for service)
   Telephone number, including area code, of agent for service: 317-276-2000

                       __________________________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
      Title of           Amount to be        Proposed maximum       Proposed maximum          Amount of
  securities to be        registered        offering price per     aggregate offering     registration fee
     registered                                  share (1)             price (1)
-------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                    <C>                    <C>
Common Stock                   10,900,000         $73.555             $801,749,500           $200,437.37
                                 shares
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of Registrant's Common Stock in the consolidated reporting
system on September 21, 2001.

There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the Lilly
GlobalShares Stock Plan.


<PAGE>

                                     PART I

Item 1.  PLAN INFORMATION

         Not included pursuant to Form S-8 instructions.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not included pursuant to Form S-8 instructions.

                                    PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Annual Report of Eli Lilly and Company (the "Company" or "Registrant") on
Form 10-K for the fiscal year ended December 31, 2000, the Quarterly Reports of
the Company on Form 10-Q for the fiscal quarters ended March 31, 2001, and June
30, 2001 and the description of the Company's common stock contained in the
Company's Registration Statement under the Securities Exchange Act of 1934 with
respect to that stock filed with the Securities and Exchange Commission,
including any amendments or reports filed for the purpose of updating that
description, are incorporated in this Registration Statement by reference.  All
documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Securities Exchange Act of 1934 after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of those documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

James B. Lootens, Assistant Secretary and Associate General Counsel of the
Company, has provided an opinion as to the legality of the securities offered
hereby.  Mr. Lootens beneficially owns 10,838 shares of common stock of the
Company and holds options to purchase an additional 32,775 shares of such stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Indiana Business Corporation Law provides that a corporation, unless limited
by its Articles of Incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

To the fullest extent  permitted by the Indiana Business Corporation Law, the
Company's Articles of Incorporation provide for indemnification of directors,
officers, and employees of the Company against any and all liability and expense
actually and reasonably incurred by them, arising out of any claim or action,
civil, criminal, administrative or investigative, in which they may become
involved by reason of being or having been a director, officer, or employee.  To
be entitled to indemnification, (a) those persons must have been wholly
successful in the claim or action on the merits or otherwise or (b) the Board of
Directors, independent legal counsel, or the shareholders must have determined
that such persons acted in good faith in what they reasonably believed to be in
the best interests of the Company (or in the case of conduct not in the
individual's official capacity with the Company, at least not opposed to its
best interests) and, in addition, in any criminal action, had no reasonable
cause to believe that their conduct was unlawful or had reasonable cause to
believe their conduct was lawful.

                                       2
<PAGE>

Officers and directors of the Company are insured, subject to certain
exclusions, deductibles and maximum amounts, against loss from claims arising in
connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

         Exhibit
         Number  Description

         4.1     Articles of Incorporation, as amended

         4.2     By-laws, as amended

         5       Opinion of James B. Lootens, Assistant Secretary and
                  Associate General Counsel of the Company, including his
                  consent

         23      Consent of Ernst & Young LLP, Independent Auditors

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, represents a fundamental
                      change in the information set forth in the Registration
                      Statement. Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of a prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than a
                      20 percent change in the maximum aggregate offering price
                      set forth in the "Calculation of Registration Fee" table
                      in the effective registration statement;

                (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)(l)(i) and (a)(l)(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.

                                       3
<PAGE>

          (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 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to section 15(d) of the Securities Exchange Act of 1934)
           that is incorporated by reference in the Registration Statement shall
           be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.

       (c) Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the 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.



                                   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 Indianapolis, State of Indiana, on September 24,
2001.


                                        ELI LILLY AND COMPANY


                                        By /S/ Sidney Taurel
                                          ------------------------------------
                                          Sidney Taurel, Chairman of the Board,
                                          President, and Chief Executive Officer

                                       4
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on September 24, 2001, by the following persons in the
capacities indicated.

                 SIGNATURE                                       TITLE

/s/ Sidney Taurel                             Chairman of the Board, President,
----------------------------------------      Chief Executive officer, and a
(Sidney Taurel)                               Director (principal executive
                                              officer)

/s/ Charles E. Golden                         Executive Vice President,
----------------------------------------      Chief Financial Officer and a
(Charles E. Golden)                           Director (principal financial
                                              officer)


/s/ Arnold C. Hanish                          Chief Accounting Officer
----------------------------------------      (principal accounting officer)
(Arnold C. Hanish)


/s/ Steven C. Beering, M.D.                   Director
----------------------------------------
(Steven C. Beering, M.D.)


/s/ Sir Winfried F. W. Bischoff               Director
----------------------------------------
(Sir Winfried F. W. Bischoff)


/s/ George M. C. Fisher                       Director
----------------------------------------
(George M. C. Fisher)


/s/ Alfred G. Gilman, M.D., Ph.D.             Director
----------------------------------------
(Alfred G. Gilman, M.D., Ph.D.)


/s/ Karen N. Horn, Ph.D.                      Director
----------------------------------------
(Karen N. Horn, Ph.D.)


/s/ Kenneth L. Lay, Ph.D.                     Director
----------------------------------------
(Kenneth L. Lay, Ph.D.)



/s/ Franklyn B. Prendergast, M.D., Ph.D.      Director
----------------------------------------
(Franklyn B. Prendergast, M.D., Ph.D.)


/s/ Kathi P. Seifert                          Director
----------------------------------------
(Kathi P. Seifert)



/s/ August M. Watanabe                        Director
----------------------------------------
(August M. Watanabe)


/s/ Alva O. Way                               Director
----------------------------------------
(Alva O. Way)


                                       5
<PAGE>

                               INDEX TO EXHIBITS



The following documents are filed as part of this Registration Statement:

Exhibit

4.1  Amended Articles of Incorporation, as amended through October 20, 1998/1/

4.2  By-laws, as amended through June 24, 2001/2/

5    Opinion of James B. Lootens, Assistant Secretary and
     Associate General Counsel of the Company, including his consent

23   Consent of Ernst & Young LLP, Independent Auditors


_____________________
/1/  Incorporated by reference from Exhibit 3 to the Company's report on Form
10-Q for the quarter ended September 30, 1998.

/2/  Incorporated by reference from Exhibit 3 to the Company's report on Form
10-Q for the quarter ended June 30, 2001.

                                       6
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "LILLY GLOBALSHARES STOCK PLAN", "secsgml_size_bytes": 16500}]
{"company-data": {"conformed-name": "LILLY ELI & CO", "cik": "0000059478", "assigned-sic": "2834", "irs-number": "350470950", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70308", "film-number": "1746407"}, "business-address": {"street1": "LILLY CORPORATE CTR", "street2": "DROP CODE 1112", "city": "INDIANAPOLIS", "state": "IN", "zip": "46285", "phone": "3172762000"}, "mail-address": {"street1": "LILLY CORPORATE CENTER", "street2": "DROP CODE 1112", "city": "INDIANAPOLIS", "state": "IN", "zip": "46285"}}
As filed with the Securities and Exchange Commission on September __, 2001
                                                     Registration No. 333-______
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                       __________________________________

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

                       __________________________________

                             ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)
LILLY CORPORATE CENTER
     INDIANA                   INDIANAPOLIS, INDIANA 46285          35-0470950
     -------                ----------------------------------      -------------------
     (State or other     (Address of Principal Executive Offices)   (I.R.S. Employer
     jurisdiction of     (Zip Code)                                 Identification No.)
     incorporation or
     organization)
LILLY GLOBALSHARES STOCK PLAN

                            (Full Title of the Plan)
                            ------------------------

         Rebecca O. Kendall, Senior Vice President and General Counsel
                             Eli Lilly and Company
                             Lilly Corporate Center
                          Indianapolis, Indiana  46285

                    (Name and address of agent for service)
   Telephone number, including area code, of agent for service: 317-276-2000

                       __________________________________

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
      Title of           Amount to be        Proposed maximum       Proposed maximum          Amount of
  securities to be        registered        offering price per     aggregate offering     registration fee
     registered                                  share (1)             price (1)
-------------------------------------------------------------------------------------------------------------
Common Stock                   10,900,000         $73.555             $801,749,500           $200,437.37
                                 shares
-------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of Registrant's Common Stock in the consolidated reporting
system on September 21, 2001.

There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the Lilly
GlobalShares Stock Plan.
PART I

Item 1.  PLAN INFORMATION

         Not included pursuant to Form S-8 instructions.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         Not included pursuant to Form S-8 instructions.

                                    PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Annual Report of Eli Lilly and Company (the "Company" or "Registrant") on
Form 10-K for the fiscal year ended December 31, 2000, the Quarterly Reports of
the Company on Form 10-Q for the fiscal quarters ended March 31, 2001, and June
30, 2001 and the description of the Company's common stock contained in the
Company's Registration Statement under the Securities Exchange Act of 1934 with
respect to that stock filed with the Securities and Exchange Commission,
including any amendments or reports filed for the purpose of updating that
description, are incorporated in this Registration Statement by reference.  All
documents filed by the Company pursuant to Section 13, 14, or 15(d) of the
Securities Exchange Act of 1934 after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of those documents with the Commission.

Item 4.  DESCRIPTION OF SECURITIES

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

James B. Lootens, Assistant Secretary and Associate General Counsel of the
Company, has provided an opinion as to the legality of the securities offered
hereby.  Mr. Lootens beneficially owns 10,838 shares of common stock of the
Company and holds options to purchase an additional 32,775 shares of such stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Indiana Business Corporation Law provides that a corporation, unless limited
by its Articles of Incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

To the fullest extent  permitted by the Indiana Business Corporation Law, the
Company's Articles of Incorporation provide for indemnification of directors,
officers, and employees of the Company against any and all liability and expense
actually and reasonably incurred by them, arising out of any claim or action,
civil, criminal, administrative or investigative, in which they may become
involved by reason of being or having been a director, officer, or employee.  To
be entitled to indemnification, (a) those persons must have been wholly
successful in the claim or action on the merits or otherwise or (b) the Board of
Directors, independent legal counsel, or the shareholders must have determined
that such persons acted in good faith in what they reasonably believed to be in
the best interests of the Company (or in the case of conduct not in the
individual's official capacity with the Company, at least not opposed to its
best interests) and, in addition, in any criminal action, had no reasonable
cause to believe that their conduct was unlawful or had reasonable cause to
believe their conduct was lawful.

                                       2
Officers and directors of the Company are insured, subject to certain
exclusions, deductibles and maximum amounts, against loss from claims arising in
connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

         Exhibit
         Number  Description

         4.1     Articles of Incorporation, as amended

         4.2     By-laws, as amended

         5       Opinion of James B. Lootens, Assistant Secretary and
                  Associate General Counsel of the Company, including his
                  consent

         23      Consent of Ernst & Young LLP, Independent Auditors

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, represents a fundamental
                      change in the information set forth in the Registration
                      Statement. Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high end of the estimated maximum offering range may be
                      reflected in the form of a prospectus filed with the
                      Commission pursuant to Rule 424(b) if, in the aggregate,
                      the changes in volume and price represent no more than a
                      20 percent change in the maximum aggregate offering price
                      set forth in the "Calculation of Registration Fee" table
                      in the effective registration statement;

                (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)(l)(i) and (a)(l)(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.

                                       3
(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 (and, where
           applicable, each filing of an employee benefit plan's annual report
           pursuant to section 15(d) of the Securities Exchange Act of 1934)
           that is incorporated by reference in the Registration Statement shall
           be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.

       (c) Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the 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.

                                   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 Indianapolis, State of Indiana, on September 24,
2001.

                                        ELI LILLY AND COMPANY

                                        By /S/ Sidney Taurel
                                          ------------------------------------
                                          Sidney Taurel, Chairman of the Board,
                                          President, and Chief Executive Officer

                                       4
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on September 24, 2001, by the following persons in the
capacities indicated.

                 SIGNATURE                                       TITLE

/s/ Sidney Taurel                             Chairman of the Board, President,
----------------------------------------      Chief Executive officer, and a
(Sidney Taurel)                               Director (principal executive
                                              officer)

/s/ Charles E. Golden                         Executive Vice President,
----------------------------------------      Chief Financial Officer and a
(Charles E. Golden)                           Director (principal financial
                                              officer)

/s/ Arnold C. Hanish                          Chief Accounting Officer
----------------------------------------      (principal accounting officer)
(Arnold C. Hanish)

/s/ Steven C. Beering, M.D.                   Director
----------------------------------------
(Steven C. Beering, M.D.)

/s/ Sir Winfried F. W. Bischoff               Director
----------------------------------------
(Sir Winfried F. W. Bischoff)

/s/ George M. C. Fisher                       Director
----------------------------------------
(George M. C. Fisher)

/s/ Alfred G. Gilman, M.D., Ph.D.             Director
----------------------------------------
(Alfred G. Gilman, M.D., Ph.D.)

/s/ Karen N. Horn, Ph.D.                      Director
----------------------------------------
(Karen N. Horn, Ph.D.)

/s/ Kenneth L. Lay, Ph.D.                     Director
----------------------------------------
(Kenneth L. Lay, Ph.D.)

/s/ Franklyn B. Prendergast, M.D., Ph.D.      Director
----------------------------------------
(Franklyn B. Prendergast, M.D., Ph.D.)

/s/ Kathi P. Seifert                          Director
----------------------------------------
(Kathi P. Seifert)

/s/ August M. Watanabe                        Director
----------------------------------------
(August M. Watanabe)

/s/ Alva O. Way                               Director
----------------------------------------
(Alva O. Way)

                                       5
INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement:

Exhibit

4.1  Amended Articles of Incorporation, as amended through October 20, 1998/1/

4.2  By-laws, as amended through June 24, 2001/2/

5    Opinion of James B. Lootens, Assistant Secretary and
     Associate General Counsel of the Company, including his consent

23   Consent of Ernst & Young LLP, Independent Auditors

_____________________
/1/  Incorporated by reference from Exhibit 3 to the Company's report on Form
10-Q for the quarter ended September 30, 1998.

/2/  Incorporated by reference from Exhibit 3 to the Company's report on Form
10-Q for the quarter ended June 30, 2001.

                                       6