<PAGE>

     As filed with the Securities and Exchange Commission on June 20, 2001
                                                          Registration No. 333-
 =============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          the Securities Act of 1933
                           __________________________

                      SMURFIT-STONE CONTAINER CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                                 43-1531401
    State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)

      150 North Michigan Avenue                           60601
           Chicago, Illinois                            (Zip Code)
(Address of Principal Executive Offices)

       Smurfit-Stone Container Corporation 1998 Long Term Incentive Plan
                           (Full Title of the Plan)

                                 Craig A. Hunt
                 Vice President, General Counsel and Secretary
                           150 North Michigan Avenue
                            Chicago, Illinois 60601
                    (Name and Address of Agent for Service)

                                (312) 346-6600
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copy to:

                                Steven J. Gavin
                               Winston & Strawn
                             35 West Wacker Drive
                            Chicago, Illinois 60601
                                (312) 558-5600



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Title of securities   Amount to be registered   Proposed maximum offering      Proposed maximum       Amount of registration fee
     to be registered                                   price per unit (1)    aggregate offering price (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                      <C>                          <C>
Common Stock, par value        8,000,000 shares               $14.645            $117,160,000                 $29,290
$0.01 per share......
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933, as
    amended, on the basis of the average of the high and low prices reported for
    shares of Common Stock of the Registrant on the Nasdaq National Market on
    June 14, 2001.
<PAGE>

                    STATEMENT OF INCORPORATION BY REFERENCE

          This Form S-8 Registration Statement is filed pursuant to General
Instruction E for the purpose of registering 8,000,000 additional shares of
common stock, par value $0.01 per share ("Common Stock"), of Smurfit-Stone
Container Corporation (the "Registrant"), issuable pursuant to the Smurfit-Stone
Container Corporation 1998 Long Term Incentive Plan (the "Plan").  On February
23, 2001, the Board of Directors of the Registrant approved an amendment to the
Plan, subject to stockholder approval, to increase the total number of shares of
Common Stock of the Registrant available for issuance under the Plan from
8,500,000 to 16,500,000 (the "Amendment").  On May 17, 2001, the stockholders of
the Registrant approved the Amendment.  The contents of the Registrant's
previously filed Form S-8 Registration Statement (File No. 333-68221), as filed
with the Securities and Exchange Commission on December 1, 1998, are
incorporated herein by reference to the extent not otherwise amended or
superseded by the contents hereof.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.   Interests of Named Experts and Counsel.

          The validity of the securities being registered hereby has been passed
upon by Craig A. Hunt, Vice President, General Counsel and Secretary of the
Registrant.  Mr. Hunt may be selected to participate in the Plan.  Mr. Hunt owns
3,278 shares of Common Stock and holds options to acquire 116,500 shares of
Common Stock.

Item 6.   Indemnification of Directors and Officers.

          Exculpation.  Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for the payment of unlawful dividends or unlawful stock
repurchases, or for any transaction from which the director derived an improper
personal benefit.

          The Restated Certificate of Incorporation of the Registrant
incorporates the exculpation provisions permitted by Section 102(b)(7) of the
Delaware Law described above.

          Indemnification.  Section 145 of the Delaware Law permits a
corporation to indemnify any of its directors, officers, employees or agents who
was or is a party, or is threatened to be made a party, to any third party
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, for expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful.  In a derivative action, i.e., one by or in the right of a
corporation, the corporation is permitted to indemnify directors, officers,
employees or agents against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with the defense or settlement of an
action or suit if they acted in good faith and in a manner that they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

          The Restated Bylaws of the Registrant make mandatory the
indemnification permitted by Section 145 of the Delaware Law described above.

          Insurance.  The directors and officers of the Registrant are insured
under a policy of directors' and officers' liability insurance.
<PAGE>

Item 8.    Exhibits.

     The following documents are filed as exhibits to this Registration
     Statement:

     Exhibit No.  Description
     -----------  -----------

     4.1          Certificate for the Registrant's Common Stock (incorporated
                  herein by reference to Exhibit 4.3 to the Registrant's
                  Registration Statement on Form S-8 (File No. 33-57085)).

     4.2          Form of Certificate of Designation establishing the terms of
                  the Registrant's Series A Preferred Stock (incorporated herein
                  by reference to Exhibit 4.2 to the Registrant's Registration
                  Statement on Form S-4 (File No. 333-43656)).

     4.3          Certificate for the Registrant's Series A Preferred Stock
                  (incorporated herein by reference to Exhibit 4.4 to the
                  Registrant's Registration Statement on Form S-4 (File No. 333-
                  43656)).

     5.1          Opinion of Craig A. Hunt, Esq. as to the legality of the
                  securities being registered.

     23.1         Consent of Ernst & Young.

     23.2         Consent of Craig A. Hunt, Esq. (included as part of Exhibit
                  5.1).

     24.1         Powers of attorney (included on the signature page of this
                  Registration Statement).
<PAGE>

                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on June 20, 2001.

                         SMURFIT-STONE CONTAINER CORPORATION

                         By:  /s/ Patrick J. Moore
                            ----------------------------------------------
                              Name:   Patrick J. Moore
                              Title:  Vice President and Chief Financial
                                      Officer


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick J. Moore and Craig A. Hunt, and
each or either of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Smurfit-Stone Container
Corporation to comply with the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the registration
statement on Form S-8 under the Securities Act of 1933, including specifically,
but without limitation, power and authority to sign the name of the undersigned
to any amendments to such registration statement (including post-effective
amendments) and additional registration statements filed in accordance with
General Instruction E to Form S-8 to register additional securities, and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each or either of them, full power and authority to do and to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

          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>
<CAPTION>
<S>                                   <C>                             <C>
             Signature                            Title                          Date
------------------------------------  -----------------------------   --------------------------

/s/ Michael W. J. Smurfit               Chairman of the Board and             June 20, 2001
------------------------------------    Director
Michael W. J. Smurfit
                                        President and Chief Executive         June 20, 2001
/s/ Ray M. Curran                       Officer and Director
------------------------------------    (Principal Executive Officer)
Ray M. Curran

                                        Vice President and Chief              June 20, 2001
/s/ Patrick J. Moore                    Financial Officer (Principal
------------------------------------    Financial Officer)
Patrick J. Moore

</TABLE>
<PAGE>

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

                                      Vice President and Corporate          June 20, 2001
/s/ Paul K. Kaufmann                  Controller (Principal
------------------------------------  Accounting Officer)
Paul K. Kaufmann

                                      Director                              June 20, 2001
/s/ Leigh J. Abramson
------------------------------------
Leigh J. Abramson
                                      Director                              June 20, 2001
/s/ Alan E. Goldberg
------------------------------------
Alan E. Goldberg
                                      Director                              June 20, 2001
/s/ Howard E. Kilroy
------------------------------------
Howard E. Kilroy
                                      Director                              June 20, 2001
/s/ James J. O'Connor
------------------------------------
James J. O'Connor
                                      Director                              June 20, 2001
/s/ Jerry K. Pearlman
------------------------------------
Jerry K. Pearlman
                                      Director                              June 20, 2001
/s/ Thomas A. Reynolds, III
------------------------------------
Thomas A. Reynolds, III
                                      Director                              June 20, 2001
/s/ Anthony P. J. Smurfit
------------------------------------
Anthony P. J. Smurfit
                                      Director                              June 20, 2001
/s/ Dermot F. Smurfit
------------------------------------
Dermot F. Smurfit
</TABLE>
<PAGE>

                               INDEX TO EXHIBITS

     Exhibit No.  Description
     -----------  -----------

     4.1          Certificate for the Registrant's Common Stock (incorporated
                  herein by reference to Exhibit 4.3 to the Registrant's
                  Registration Statement on Form S-8 (File No. 33-57085)).

     4.2          Form of Certificate of Designation establishing the terms of
                  the Registrant's Series A Preferred Stock (incorporated herein
                  by reference to Exhibit 4.2 to the Registrant's Registration
                  Statement on Form S-4 (File No. 333-43656)).

     4.3          Certificate for the Registrant's Series A Preferred Stock
                  (incorporated herein by reference to Exhibit 4.4 to the
                  Registrant's Registration Statement on Form S-4 (File No. 333-
                  43656)).

     5.1          Opinion of Craig A. Hunt, Esq. as to the legality of the
                  securities being registered.

     23.1         Consent of Ernst & Young.

     23.2         Consent of Craig A. Hunt, Esq. (included as part of Exhibit
                  5.1).

     24.1         Powers of attorney (included on the signature page of this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16154}]
{"company-data": {"conformed-name": "SMURFIT STONE CONTAINER CORP", "cik": "0000919226", "assigned-sic": "2631", "irs-number": "431531401", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63450", "film-number": "1664165"}, "business-address": {"street1": "150 NORTH MICHIGAN AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3123466600"}, "mail-address": {"street1": "150 NORTH MICHIGAN AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": [{"former-conformed-name": "JEFFERSON SMURFIT CORP /DE/", "date-changed": "19941205"}, {"former-conformed-name": "JEFFERSON SMURFIT CORP   /DE/", "date-changed": "19940523"}, {"former-conformed-name": "SIBV MS HOLDINGS INC", "date-changed": "19940222"}]}
As filed with the Securities and Exchange Commission on June 20, 2001
                                                          Registration No. 333-
 =============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          the Securities Act of 1933
                           __________________________

                      SMURFIT-STONE CONTAINER CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                                 43-1531401
    State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
    Incorporation or Organization)

      150 North Michigan Avenue                           60601
           Chicago, Illinois                            (Zip Code)
(Address of Principal Executive Offices)

       Smurfit-Stone Container Corporation 1998 Long Term Incentive Plan
                           (Full Title of the Plan)

                                 Craig A. Hunt
                 Vice President, General Counsel and Secretary
                           150 North Michigan Avenue
                            Chicago, Illinois 60601
                    (Name and Address of Agent for Service)

                                (312) 346-6600
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copy to:

                                Steven J. Gavin
                               Winston & Strawn
                             35 West Wacker Drive
                            Chicago, Illinois 60601
                                (312) 558-5600

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
    Title of securities   Amount to be registered   Proposed maximum offering      Proposed maximum       Amount of registration fee
     to be registered                                   price per unit (1)    aggregate offering price (1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        8,000,000 shares               $14.645            $117,160,000                 $29,290
$0.01 per share......
------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) and (c) under the Securities Act of 1933, as
    amended, on the basis of the average of the high and low prices reported for
    shares of Common Stock of the Registrant on the Nasdaq National Market on
    June 14, 2001.
STATEMENT OF INCORPORATION BY REFERENCE

          This Form S-8 Registration Statement is filed pursuant to General
Instruction E for the purpose of registering 8,000,000 additional shares of
common stock, par value $0.01 per share ("Common Stock"), of Smurfit-Stone
Container Corporation (the "Registrant"), issuable pursuant to the Smurfit-Stone
Container Corporation 1998 Long Term Incentive Plan (the "Plan").  On February
23, 2001, the Board of Directors of the Registrant approved an amendment to the
Plan, subject to stockholder approval, to increase the total number of shares of
Common Stock of the Registrant available for issuance under the Plan from
8,500,000 to 16,500,000 (the "Amendment").  On May 17, 2001, the stockholders of
the Registrant approved the Amendment.  The contents of the Registrant's
previously filed Form S-8 Registration Statement (File No. 333-68221), as filed
with the Securities and Exchange Commission on December 1, 1998, are
incorporated herein by reference to the extent not otherwise amended or
superseded by the contents hereof.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.   Interests of Named Experts and Counsel.

          The validity of the securities being registered hereby has been passed
upon by Craig A. Hunt, Vice President, General Counsel and Secretary of the
Registrant.  Mr. Hunt may be selected to participate in the Plan.  Mr. Hunt owns
3,278 shares of Common Stock and holds options to acquire 116,500 shares of
Common Stock.

Item 6.   Indemnification of Directors and Officers.

          Exculpation.  Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "Delaware Law") permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for the payment of unlawful dividends or unlawful stock
repurchases, or for any transaction from which the director derived an improper
personal benefit.

          The Restated Certificate of Incorporation of the Registrant
incorporates the exculpation provisions permitted by Section 102(b)(7) of the
Delaware Law described above.

          Indemnification.  Section 145 of the Delaware Law permits a
corporation to indemnify any of its directors, officers, employees or agents who
was or is a party, or is threatened to be made a party, to any third party
proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, for expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful.  In a derivative action, i.e., one by or in the right of a
corporation, the corporation is permitted to indemnify directors, officers,
employees or agents against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with the defense or settlement of an
action or suit if they acted in good faith and in a manner that they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

          The Restated Bylaws of the Registrant make mandatory the
indemnification permitted by Section 145 of the Delaware Law described above.

          Insurance.  The directors and officers of the Registrant are insured
under a policy of directors' and officers' liability insurance.
Item 8.    Exhibits.

     The following documents are filed as exhibits to this Registration
     Statement:

     Exhibit No.  Description
     -----------  -----------

     4.1          Certificate for the Registrant's Common Stock (incorporated
                  herein by reference to Exhibit 4.3 to the Registrant's
                  Registration Statement on Form S-8 (File No. 33-57085)).

     4.2          Form of Certificate of Designation establishing the terms of
                  the Registrant's Series A Preferred Stock (incorporated herein
                  by reference to Exhibit 4.2 to the Registrant's Registration
                  Statement on Form S-4 (File No. 333-43656)).

     4.3          Certificate for the Registrant's Series A Preferred Stock
                  (incorporated herein by reference to Exhibit 4.4 to the
                  Registrant's Registration Statement on Form S-4 (File No. 333-
                  43656)).

     5.1          Opinion of Craig A. Hunt, Esq. as to the legality of the
                  securities being registered.

     23.1         Consent of Ernst & Young.

     23.2         Consent of Craig A. Hunt, Esq. (included as part of Exhibit
                  5.1).

     24.1         Powers of attorney (included on the signature page of this
                  Registration Statement).
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on June 20, 2001.

                         SMURFIT-STONE CONTAINER CORPORATION

                         By:  /s/ Patrick J. Moore
                            ----------------------------------------------
                              Name:   Patrick J. Moore
                              Title:  Vice President and Chief Financial
                                      Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Patrick J. Moore and Craig A. Hunt, and
each or either of them (with full power to each of them to act alone), his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name of
the undersigned, any and all instruments which said attorneys-in-fact and agents
may deem necessary or advisable in order to enable Smurfit-Stone Container
Corporation to comply with the Securities Act of 1933 and any requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the filing with the Securities and Exchange Commission of the registration
statement on Form S-8 under the Securities Act of 1933, including specifically,
but without limitation, power and authority to sign the name of the undersigned
to any amendments to such registration statement (including post-effective
amendments) and additional registration statements filed in accordance with
General Instruction E to Form S-8 to register additional securities, and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each or either of them, full power and authority to do and to perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each or either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

          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/ Michael W. J. Smurfit               Chairman of the Board and             June 20, 2001
------------------------------------    Director
Michael W. J. Smurfit
                                        President and Chief Executive         June 20, 2001
/s/ Ray M. Curran                       Officer and Director
------------------------------------    (Principal Executive Officer)
Ray M. Curran

                                        Vice President and Chief              June 20, 2001
/s/ Patrick J. Moore                    Financial Officer (Principal
------------------------------------    Financial Officer)
Patrick J. Moore
Vice President and Corporate          June 20, 2001
/s/ Paul K. Kaufmann                  Controller (Principal
------------------------------------  Accounting Officer)
Paul K. Kaufmann

                                      Director                              June 20, 2001
/s/ Leigh J. Abramson
------------------------------------
Leigh J. Abramson
                                      Director                              June 20, 2001
/s/ Alan E. Goldberg
------------------------------------
Alan E. Goldberg
                                      Director                              June 20, 2001
/s/ Howard E. Kilroy
------------------------------------
Howard E. Kilroy
                                      Director                              June 20, 2001
/s/ James J. O'Connor
------------------------------------
James J. O'Connor
                                      Director                              June 20, 2001
/s/ Jerry K. Pearlman
------------------------------------
Jerry K. Pearlman
                                      Director                              June 20, 2001
/s/ Thomas A. Reynolds, III
------------------------------------
Thomas A. Reynolds, III
                                      Director                              June 20, 2001
/s/ Anthony P. J. Smurfit
------------------------------------
Anthony P. J. Smurfit
                                      Director                              June 20, 2001
/s/ Dermot F. Smurfit
------------------------------------
Dermot F. Smurfit
INDEX TO EXHIBITS

     Exhibit No.  Description
     -----------  -----------

     4.1          Certificate for the Registrant's Common Stock (incorporated
                  herein by reference to Exhibit 4.3 to the Registrant's
                  Registration Statement on Form S-8 (File No. 33-57085)).

     4.2          Form of Certificate of Designation establishing the terms of
                  the Registrant's Series A Preferred Stock (incorporated herein
                  by reference to Exhibit 4.2 to the Registrant's Registration
                  Statement on Form S-4 (File No. 333-43656)).

     4.3          Certificate for the Registrant's Series A Preferred Stock
                  (incorporated herein by reference to Exhibit 4.4 to the
                  Registrant's Registration Statement on Form S-4 (File No. 333-
                  43656)).

     5.1          Opinion of Craig A. Hunt, Esq. as to the legality of the
                  securities being registered.

     23.1         Consent of Ernst & Young.

     23.2         Consent of Craig A. Hunt, Esq. (included as part of Exhibit
                  5.1).

     24.1         Powers of attorney (included on the signature page of this
                  Registration Statement).