Registration No. 333-______


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

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

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

           New Jersey                                           22-2716367
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               777 Maritime Drive
                                  P.O. Box 308
                      Port Washington, Wisconsin 53074-0308
               (Address of principal executive offices) (Zip Code)

              Edison Control Corporation 1999 Equity Incentive Plan
                            (Full title of the plan)

                       ----------------------------------

               Jay R. Hanamann                                 Copy to:
        Secretary, Treasurer and Chief
              Financial Officer                             Steven R. Barth
          Edison Control Corporation                        Foley & Lardner
              777 Maritime Drive                       777 East Wisconsin Avenue
    Port Washington, Wisconsin 53074-0308             Milwaukee, Wisconsin 53202
                (414) 268-6800                              (414) 271-2400
     (Name, address and telephone number,
  including area code, of agent for service)

                       ----------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------ -------------------------- --------------------- ---------------------- -----------------
       Title of                   Amount              Proposed Maximum      Proposed Maximum
   Securities to be                to be               Offering Price      Aggregate Offering       Amount of
      Registered              Registered (1)             Per Share                Price          Registration Fee
------------------------ -------------------------- --------------------- ---------------------- -----------------
<S>                          <C>                       <C>                  <C>                   <C>
Common Stock,                200,000 shares            $6.00 (2)            $1,200,000 (2)        $333.60 (2)
$.01 par value
------------------------ -------------------------- --------------------- ---------------------- -----------------

(1)    Pursuant to Rule 416(a) under the Securities Act 1933, this  Registration
       Statement  also covers an  indeterminate  number of additional  shares of
       Common Stock that may become issuable as a result of stock splits,  stock
       dividends, or similar transactions pursuant to antidilution provisions of
       the Equity Incentive Plan.

(2)    Estimated  pursuant  to Rule 457(c) and (h) under the  Securities  Act of
       1933 solely for the purpose of calculating the  registration fee based on
       the  average of the high and low prices  for Edison  Control  Corporation
       Common Stock on the Nasdaq National Market on September 22, 1999.
</TABLE>

                           ---------------------------




<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information  specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed with the  Commission by Edison  Control
Corporation (the "Company") are hereby incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed on April 21, 1999.

         2. All other  reports  filed  since  January  31,  1999 by the  Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended.

         3. The  description  of the  Company's  Common Stock par value $.01 per
share,  contained  in a  registration  statement  filed under  Section 12 of the
Securities  Exchange Act of 1934, as amended,  including any amendment or report
filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  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 hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.


                                      -2-
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the New Jersey Business Corporation Act, the Registrant has
the power to indemnify  certain  persons,  including its officers and directors,
under stated circumstances and subject to certain limitations in connection with
services performed in good faith for the Registrant.

         Under the  Registrant's  By-Laws,  any person made or  threatened to be
made a party to any civil or criminal action or proceeding by reason of the fact
that he or his  testator  or  intestate  is or was a director  or officer of the
Registrant,  or  served  any  other  corporation  or  entity of any type or kind
domestic or foreign, in any capacity, at the request of the Registrant, shall be
indemnified  against  judgments,  fines,  amounts paid in  settlement  and other
liabilities and expenses, to the fullest permitted by law.

         The indemnification provided in the New Jersey Business Corporation Act
is not  exclusive  of any other  rights to which a director  or  officer  may be
entitled,  whether  contained in the certificate of incorporation or by-laws or,
when  authorized  by  the  certificate  or  incorporation,  or  the  by-laws,  a
stockholders' or directors' resolution or an indemnification  agreement,  except
that no  indemnification  may be made in any case if a judgment  or other  final
adjudication  adverse to the director or officer  establishes that his acts were
committed in bad faith material to the cause of action so  adjudicated,  or that
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

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, as amended;

                  (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



                                      -3-
<PAGE>


         amendment thereof) which, individually or in the aggregate, represent a
         fundamental  change in the  information  set forth in the  Registration
         Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

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

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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.


                                      -4-
<PAGE>





                                   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 Port Washington, State of Wisconsin, on this 22nd day
of September, 1999.

                                 EDISON CONTROL CORPORATION


                                 By:   /s/Alan J. Kastelic
                                       Alan J. Kastelic
                                       President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below as of September 22,  1999,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Alan J. Kastelic and Jay R. Hanamann, and
each of them  individually,  his or her  attorneys-in-fact  and agent, with full
power of substitution and  resubstitution for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to the Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

<TABLE>
<CAPTION>


<S>                                                             <C>


/s/Alan J. Kastelic                                             /s/John J. Delucca
Alan J. Kastelic                                                John J. Delucca, Director
President, Chief Executive Officer and Director
(principal executive officer)


/s/Jay R. Hanamann                                              /s/Norman Eig
Jay R. Hanamann                                                 Norman Eig, Director
Secretary, Treasurer and Chief Financial Officer
(principal financial and accounting officer)



/s/William B. Finneran                                          /s/Mary E. McCormack
William B. Finneran                                             Mary E. McCormack, Director
Chairman of the Board and Director


/s/Robert L. Cooney                                             /s/William C. Scott
Robert L. Cooney, Director                                      William C. Scott, Director

</TABLE>

                                      S-1

<PAGE>




                                  EXHIBIT INDEX

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

(4.1)             Edison  Control   Corporation   1999  Equity   Incentive  Plan
                  (incorporated  by reference  to Exhibit 10.3 to the  Company's
                  Form 10-K for the fiscal year ended January 31, 1999, filed on
                  April 21, 1999 (File No. 0-14812)).

(4.2)             Master   Credit   Agreement   dated  June  21,  1996   between
                  Construction Forms, Inc., CF Ultratech,  Inc., CF Gilco, Inc.,
                  and  LaSalle  National  Bank  (incorporated  by  reference  to
                  Exhibit 4.1 to the Company's Form 8-K dated July 8, 1996 (File
                  No. 0-14812)).

(4.3)             Amendment  No. 1 to Master  Credit  Agreement  dated April 30,
                  1999,  between  Construction  Forms, Inc. and LaSalle National
                  Bank  (incorporated by reference to Exhibit 4 to the Company's
                  Form 10-Q for the quarter ended April 30, 1999,  filed June 3,
                  1999 (File No. 0-14812)).

 (5)              Opinion of Foley & Lardner.

(23.1)            Consent of Deloitte & Touche LLP.

(23.2)            Consent of Foley & Lardner (contained in Exhibit (5)).









                                      E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15802}]
{"company-data": {"conformed-name": "EDISON CONTROLS CORP", "cik": "0000795968", "assigned-sic": "3825", "irs-number": "222716367", "state-of-incorporation": "NJ", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87575", "film-number": "99715279"}, "business-address": {"street1": "W60 N151 CARDINAL AVENUE", "street2": "PO BOX 326", "city": "CEDARBURG", "state": "WI", "zip": "53012", "phone": "(414) 377-"}, "mail-address": {"street1": "W60 N151 CARDINAL AVE.", "street2": "PO BOX 326", "city": "CEDARBURG", "state": "WI", "zip": "53012"}}
Registration No. 333-______

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

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

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

           New Jersey                                           22-2716367
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               777 Maritime Drive
                                  P.O. Box 308
                      Port Washington, Wisconsin 53074-0308
               (Address of principal executive offices) (Zip Code)

              Edison Control Corporation 1999 Equity Incentive Plan
                            (Full title of the plan)

                       ----------------------------------

               Jay R. Hanamann                                 Copy to:
        Secretary, Treasurer and Chief
              Financial Officer                             Steven R. Barth
          Edison Control Corporation                        Foley & Lardner
              777 Maritime Drive                       777 East Wisconsin Avenue
    Port Washington, Wisconsin 53074-0308             Milwaukee, Wisconsin 53202
                (414) 268-6800                              (414) 271-2400
     (Name, address and telephone number,
  including area code, of agent for service)

                       ----------------------------------
CALCULATION OF REGISTRATION FEE
------------------------ -------------------------- --------------------- ---------------------- -----------------
       Title of                   Amount              Proposed Maximum      Proposed Maximum
   Securities to be                to be               Offering Price      Aggregate Offering       Amount of
      Registered              Registered (1)             Per Share                Price          Registration Fee
------------------------ -------------------------- --------------------- ---------------------- -----------------
Common Stock,                200,000 shares            $6.00 (2)            $1,200,000 (2)        $333.60 (2)
$.01 par value
------------------------ -------------------------- --------------------- ---------------------- -----------------

(1)    Pursuant to Rule 416(a) under the Securities Act 1933, this  Registration
       Statement  also covers an  indeterminate  number of additional  shares of
       Common Stock that may become issuable as a result of stock splits,  stock
       dividends, or similar transactions pursuant to antidilution provisions of
       the Equity Incentive Plan.

(2)    Estimated  pursuant  to Rule 457(c) and (h) under the  Securities  Act of
       1933 solely for the purpose of calculating the  registration fee based on
       the  average of the high and low prices  for Edison  Control  Corporation
       Common Stock on the Nasdaq National Market on September 22, 1999.
---------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document or documents containing the information  specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed with the  Commission by Edison  Control
Corporation (the "Company") are hereby incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed on April 21, 1999.

         2. All other  reports  filed  since  January  31,  1999 by the  Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended.

         3. The  description  of the  Company's  Common Stock par value $.01 per
share,  contained  in a  registration  statement  filed under  Section 12 of the
Securities  Exchange Act of 1934, as amended,  including any amendment or report
filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  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 hereof
from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

                                      -2-
Item 6.  Indemnification of Directors and Officers.

         Pursuant to the New Jersey Business Corporation Act, the Registrant has
the power to indemnify  certain  persons,  including its officers and directors,
under stated circumstances and subject to certain limitations in connection with
services performed in good faith for the Registrant.

         Under the  Registrant's  By-Laws,  any person made or  threatened to be
made a party to any civil or criminal action or proceeding by reason of the fact
that he or his  testator  or  intestate  is or was a director  or officer of the
Registrant,  or  served  any  other  corporation  or  entity of any type or kind
domestic or foreign, in any capacity, at the request of the Registrant, shall be
indemnified  against  judgments,  fines,  amounts paid in  settlement  and other
liabilities and expenses, to the fullest permitted by law.

         The indemnification provided in the New Jersey Business Corporation Act
is not  exclusive  of any other  rights to which a director  or  officer  may be
entitled,  whether  contained in the certificate of incorporation or by-laws or,
when  authorized  by  the  certificate  or  incorporation,  or  the  by-laws,  a
stockholders' or directors' resolution or an indemnification  agreement,  except
that no  indemnification  may be made in any case if a judgment  or other  final
adjudication  adverse to the director or officer  establishes that his acts were
committed in bad faith material to the cause of action so  adjudicated,  or that
he personally  gained in fact a financial  profit or other advantage to which he
was not legally entitled.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits filed herewith or incorporated herein by reference are set
forth in the attached Exhibit Index.

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, as amended;

                  (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

                                      -3-
amendment thereof) which, individually or in the aggregate, represent a
         fundamental  change in the  information  set forth in the  Registration
         Statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

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

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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.

                                      -4-
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 Port Washington, State of Wisconsin, on this 22nd day
of September, 1999.

                                 EDISON CONTROL CORPORATION

                                 By:   /s/Alan J. Kastelic
                                       Alan J. Kastelic
                                       President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below as of September 22,  1999,  by the
following  persons in the  capacities  indicated.  Each person  whose  signature
appears below constitutes and appoints Alan J. Kastelic and Jay R. Hanamann, and
each of them  individually,  his or her  attorneys-in-fact  and agent, with full
power of substitution and  resubstitution for him or her and in his or her name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective  amendments) to the Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
/s/Alan J. Kastelic                                             /s/John J. Delucca
Alan J. Kastelic                                                John J. Delucca, Director
President, Chief Executive Officer and Director
(principal executive officer)

/s/Jay R. Hanamann                                              /s/Norman Eig
Jay R. Hanamann                                                 Norman Eig, Director
Secretary, Treasurer and Chief Financial Officer
(principal financial and accounting officer)

/s/William B. Finneran                                          /s/Mary E. McCormack
William B. Finneran                                             Mary E. McCormack, Director
Chairman of the Board and Director

/s/Robert L. Cooney                                             /s/William C. Scott
Robert L. Cooney, Director                                      William C. Scott, Director
S-1
EXHIBIT INDEX

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

(4.1)             Edison  Control   Corporation   1999  Equity   Incentive  Plan
                  (incorporated  by reference  to Exhibit 10.3 to the  Company's
                  Form 10-K for the fiscal year ended January 31, 1999, filed on
                  April 21, 1999 (File No. 0-14812)).

(4.2)             Master   Credit   Agreement   dated  June  21,  1996   between
                  Construction Forms, Inc., CF Ultratech,  Inc., CF Gilco, Inc.,
                  and  LaSalle  National  Bank  (incorporated  by  reference  to
                  Exhibit 4.1 to the Company's Form 8-K dated July 8, 1996 (File
                  No. 0-14812)).

(4.3)             Amendment  No. 1 to Master  Credit  Agreement  dated April 30,
                  1999,  between  Construction  Forms, Inc. and LaSalle National
                  Bank  (incorporated by reference to Exhibit 4 to the Company's
                  Form 10-Q for the quarter ended April 30, 1999,  filed June 3,
                  1999 (File No. 0-14812)).

 (5)              Opinion of Foley & Lardner.

(23.1)            Consent of Deloitte & Touche LLP.

(23.2)            Consent of Foley & Lardner (contained in Exhibit (5)).

                                      E-1