AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1998
                                                    REGISTRATION NO.  333-
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                      GULFSTREAM AEROSPACE CORPORATION
           (Exact name of registrant as specified in its charter)

              DELAWARE                                  13-3554834
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                 Identification Number)

                               P.O. BOX 2206
                            500 GULFSTREAM ROAD
                        SAVANNAH, GEORGIA 31402-2206
                     (Address of registrant's principal
                             executive offices)


                             100TH GULFSTREAM V
                            STOCK OPTION PROGRAM
                          (Full title of the plan)

                            IRA P. BERMAN, ESQ.
                 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            500 GULFSTREAM ROAD
                               P.O. BOX 2206
                          SAVANNAH, GEORGIA 31402
                               (912) 965-3000
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF
            TO BE REGISTERED                REGISTERED         PER SHARE         OFFERING PRICE     REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                <C>                    <C>
Common Stock, $.01 par value per share        555,200         $ 43.00 (FN1)      $ 23,873,600.00(FN1)   $7,042.71(FN1)
=======================================================================================================================
                                                                                     
<FN>
(1)  Pursuant to Rule 457 (h), the maximum offering price and registration
     are based on the maximum price at which employee stock options
     covering the registered shares may be exercised.
</FN>
</TABLE>

                              EXPLANATORY NOTE

          This Registration Statement relates to a program under which
Gulfstream Aerospace Corporation (the "Company") will grant to each
full-time employee (excluding Vice President level and above and
commissioned sales executives) an option to buy 100 shares of common stock
of the Company, par value $.01 per share (the "Common Stock"), in
recognition of the sale of the 100th Gulfstream V Aircraft.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents, which have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement.

               (a) The Company's Annual Report on Form 10-K for the year
          ended December 31, 1997 (the "Form 10-K"); and

               (b) The Company's Quarterly Report on Form 10-Q for the
          quarterly period ended March 31, 1998; and

               (c) The description of the Common Stock of the Company,
          which is registered under Section 12 of the Securities Exchange
          Act of 1934 (the "Exchange Act"), contained in the Registration
          Statement on Form S-1 filed with the Commission on October 9,
          1996 (No. 333-09897).

          All documents filed subsequent to the date hereof by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of the filing (such
documents and the documents enumerated above, being hereinafter referred to
as "Incorporated Documents"). Any statement contained herein or in an
Incorporated Document deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement as so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Restated Certificate of Incorporation and the By-Laws of the
Company provide for indemnification, to the fullest extent permitted by the
DGCL, of any person who is or was involved in any manner in any pending,
threatened or completed investigation, claim or other proceeding by reason
of the fact that such person is or was a director or officer of the Company
or, at the request of the Company, is or was serving as a director or
officer of another entity, against all expenses, liabilities, losses and
claims actually incurred or suffered by such person in connection with the
investigation, claim or other proceeding. The By-Laws also provide that the
Company shall advance expenses to a director or officer upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it is ultimately determined that the director or officer is not
entitled to be indemnified by the Company.

          Article SIXTH of the Restated Certificate of Incorporation
provides that directors of the Company shall not, to the fullest extent
permitted by the DGCL, be liable to the Company or any of its stockholders
for monetary damages for any breach of fiduciary duty as a director. The
Restated Certificate of Incorporation also provides that if the DGCL is
amended to permit further elimination or limitation of the personal
liability of directors, then the liability of the directors of the Company
shall be eliminated or limited to the fullest extent permitted by the DGCL
as so amended.

          The Company and Gulfstream Delaware Corporation have entered into
agreements to provide indemnification for the Company's directors and
certain officers in addition to the indemnification provided for in the
Restated Certificate of Incorporation and the By-Laws. These agreements,
among other things, will indemnify the Company's directors and certain
officers to the fullest extent permitted by Delaware law for certain
expenses (including attorneys' fees) and all losses, claims, liabilities,
judgments, fines and settlement amounts incurred by such person arising out
of or in connection with such person's service as a director or officer of
the Company or another entity for which such person was serving as an
officer or director at the request of the Company.

          Policies of insurance are maintained by the Company under which
its directors and officers are insured, within the limits and subject to
the limitations of the policies, against certain expenses in connection
with the defense of, and certain liabilities which might be imposed as a
result of, actions, suits or proceedings to which they are parties by
reason of being or having been such directors or officers.

ITEM 8.   EXHIBITS

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT

4.1    --      Form of Restated Certificate of Incorporation. (Filed as
               Exhibit 3.1 to the Company's Registration Statement on Form
               S-1 (File No. 333-09897) and incorporated herein by
               reference)

4.2    --      Form of Restated By-Laws. (Filed as Exhibit 3.2 to the
               Company's Registration Statement on Form S-1 (File No.
               333-09897) and incorporated herein by reference)

4.3    --      Specimen Form of Common Stock Certificate. (Filed as Exhibit
               4.1 to the Company's Registration Statement on Form S-1
               (File No. 333-09897) and incorporated herein by reference)

4.4    --      Resolutions of the Employee Benefit Plan Committee of the
               Board of Directors granting the options covered by the
               Registration.*

4.5    --      Form of Employee Stock Option Agreement.*

5.1    --      Opinion of Ira P. Berman, Esq. (as to the legality of the
               shares of Common Stock covered by the Registration
               Statement) *

23.1   --      Consent of Deloitte & Touche LLP*

23.2   --      Consent of Ira P. Berman, Esq. (included in Exhibit 5.1)

24.1   --      Powers of Attorney (included on the signature pages)

*    Filed herewith.

ITEM 9.   UNDERTAKINGS

          The Company hereby undertakes:

               (a) To file, during any period in which offers or sales are
          being made, a post-effective amendment to the Registration
          Statement 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.

               (b) That, for the purpose of determining any liability under
          the Securities Act, each post-effective amendment to this
          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) 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.

               (d) That, for the purpose of determining any liability under
          the Securities Act, each filing of the Company's annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in this 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.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue.



                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Savannah, Georgia, on June 30, 1998.


                                         GULFSTREAM AEROSPACE CORPORATION


                                         By: /s/ Chris A. Davis
                                             ----------------------------
                                             Chris A. Davis
                                             Executive Vice President and
                                             Chief Financial Officer


                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Chris A. Davis and
Ira P. Berman, and each of them, as his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
and any additional registration statements pursuant to Instruction E to
Form S-8 and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies, approves and confirms all that his
said attorneys-in-fact and agents, each acting alone, or his substitute or
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 dates indicated:

       SIGNATURE                           TITLE                       DATE
       ---------                           -----                       ----

/s/ Theodore J. Forstmann          Chairman of the Board           June 26, 1998
-------------------------------    and Director
Theodore J. Forstmann

/s/ James T. Johnson               President and Chief Operating   June 26, 1998
-------------------------------    Officer and Director
James T. Johnson                                     

/s/ Bryan T. Moss                  Vice Chairman of the Board      June 26, 1998
-------------------------------    and Director
Bryan T. Moss

/s/ Chris A. Davis                 Executive Vice President,       June 26, 1998
-------------------------------    Chief Financial Officer
Chris A. Davis                     and Secretary (Principal
                                   Financial Officer and
                                   Principal Accounting Officer) 
                                   and Director

/s/ W. W. Boisture, Jr.            Executive Vice President and    June 25, 1998
-------------------------------    Director
W.W. Boisture, Jr.

/s/ Robert Anderson                Director                        June 25, 1998
-------------------------------
Robert Anderson

/s/ Charlotte L. Beers             Director                        June 26, 1998
-------------------------------
Charlotte L. Beers

/s/ Thomas D. Bell, Jr.            Director                        June 26, 1998
-------------------------------
Thomas D. Bell, Jr.

/s/ Lynn Forester                  Director                        June 26, 1998
-------------------------------
Lynn Forester

/s/ Nicholas C. Forstmann          Director                        June 26, 1998
-------------------------------
Nicholas C. Forstmann

/s/ Sandra J. Horbach              Director                        June 26, 1998
-------------------------------
Sandra J. Horbach

/s/ Henry A. Kissinger             Director                        June 26, 1998
-------------------------------
Henry A. Kissinger

/s/ Drew Lewis                     Director                        June 26, 1998
-------------------------------
Drew Lewis

/s/ Mark H. McCormack              Director                        June 29, 1998
-------------------------------
Mark H. McCormack

/s/ Michael S. Ovitz               Director                        June 26, 1998
-------------------------------
Michael S. Ovitz

/s/ Allen E. Paulson               Director                        June 25, 1998
-------------------------------
Allen E. Paulson

/s/ Roger S. Penske                Director                        June 26, 1998
-------------------------------
Roger S. Penske

/s/ Colin L. Powell                Director                        June 25, 1998
-------------------------------
Colin L. Powell

/s/ Gerard Roche                   Director                        June 25, 1998
-------------------------------
Gerard Roche

/s/ Donald H. Rumsfeld             Director                        June 26, 1998
-------------------------------
Donald H. Rumsfeld

/s/ George P. Shultz               Director                        June 26, 1998
-------------------------------
George P. Shultz

/s/ Robert S. Strauss              Director                        June 26, 1998
-------------------------------
Robert S. Strauss



                             INDEX TO EXHIBITS
                             -----------------

  EXHIBIT NO.
  -----------
                            DESCRIPTION OF EXHIBIT                 PAGE NO.
                            ----------------------                 --------

4.1--          Form of Restated Certificate of
               Incorporation. (Filed as Exhibit 3.1 to the
               Company's Registration Statement on Form S-1
               (File No. 333-09897) and incorporated herein
               by reference)

4.2--          Form of Restated By-Laws. (Filed as Exhibit
               3.2 to the Company's Registration Statement
               on Form S-1 (File No. 333-09897) and
               incorporated herein by reference

4.3--          Specimen Form of Common Stock Certificate.
               (Filed as Exhibit 4.1 to the Company's
               Registration Statement on Form S-1 (File No.
               333-09897) and incorporated herein by
               reference)

4.4--          Resolutions of the Employee Benefit Plan
               Committee of the Board of Directors granting
               the options covered by the Registration
               Statement. *

4.5--          Form of Employee Stock Option Agreement. *

5.1--          Opinion of Ira P. Berman, Esq. (as to the
               legality of the shares of Common Stock
               covered by the Registration Statement) *

23.1--         Consent of Deloitte & Touche LLP *

23.2--         Consent of Ira P. Berman, Esq. (included in
               Exhibit 5.1).

24.1--         Powers of Attorney (included on the signature
               pages)




*   Filed herewith.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1998
                                                    REGISTRATION NO.  333-
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                      GULFSTREAM AEROSPACE CORPORATION
           (Exact name of registrant as specified in its charter)

              DELAWARE                                  13-3554834
   (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                 Identification Number)

                               P.O. BOX 2206
                            500 GULFSTREAM ROAD
                        SAVANNAH, GEORGIA 31402-2206
                     (Address of registrant's principal
                             executive offices)

                             100TH GULFSTREAM V
                            STOCK OPTION PROGRAM
                          (Full title of the plan)

                            IRA P. BERMAN, ESQ.
                 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            500 GULFSTREAM ROAD
                               P.O. BOX 2206
                          SAVANNAH, GEORGIA 31402
                               (912) 965-3000
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF SECURITIES              AMOUNT TO BE     OFFERING PRICE         AGGREGATE            AMOUNT OF
            TO BE REGISTERED                REGISTERED         PER SHARE         OFFERING PRICE     REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share        555,200         $ 43.00 (FN1)      $ 23,873,600.00(FN1)   $7,042.71(FN1)
=======================================================================================================================
(1)  Pursuant to Rule 457 (h), the maximum offering price and registration
     are based on the maximum price at which employee stock options
     covering the registered shares may be exercised.
EXPLANATORY NOTE

          This Registration Statement relates to a program under which
Gulfstream Aerospace Corporation (the "Company") will grant to each
full-time employee (excluding Vice President level and above and
commissioned sales executives) an option to buy 100 shares of common stock
of the Company, par value $.01 per share (the "Common Stock"), in
recognition of the sale of the 100th Gulfstream V Aircraft.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents, which have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement.

               (a) The Company's Annual Report on Form 10-K for the year
          ended December 31, 1997 (the "Form 10-K"); and

               (b) The Company's Quarterly Report on Form 10-Q for the
          quarterly period ended March 31, 1998; and

               (c) The description of the Common Stock of the Company,
          which is registered under Section 12 of the Securities Exchange
          Act of 1934 (the "Exchange Act"), contained in the Registration
          Statement on Form S-1 filed with the Commission on October 9,
          1996 (No. 333-09897).

          All documents filed subsequent to the date hereof by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of the filing (such
documents and the documents enumerated above, being hereinafter referred to
as "Incorporated Documents"). Any statement contained herein or in an
Incorporated Document deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement as so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Restated Certificate of Incorporation and the By-Laws of the
Company provide for indemnification, to the fullest extent permitted by the
DGCL, of any person who is or was involved in any manner in any pending,
threatened or completed investigation, claim or other proceeding by reason
of the fact that such person is or was a director or officer of the Company
or, at the request of the Company, is or was serving as a director or
officer of another entity, against all expenses, liabilities, losses and
claims actually incurred or suffered by such person in connection with the
investigation, claim or other proceeding. The By-Laws also provide that the
Company shall advance expenses to a director or officer upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it is ultimately determined that the director or officer is not
entitled to be indemnified by the Company.

          Article SIXTH of the Restated Certificate of Incorporation
provides that directors of the Company shall not, to the fullest extent
permitted by the DGCL, be liable to the Company or any of its stockholders
for monetary damages for any breach of fiduciary duty as a director. The
Restated Certificate of Incorporation also provides that if the DGCL is
amended to permit further elimination or limitation of the personal
liability of directors, then the liability of the directors of the Company
shall be eliminated or limited to the fullest extent permitted by the DGCL
as so amended.

          The Company and Gulfstream Delaware Corporation have entered into
agreements to provide indemnification for the Company's directors and
certain officers in addition to the indemnification provided for in the
Restated Certificate of Incorporation and the By-Laws. These agreements,
among other things, will indemnify the Company's directors and certain
officers to the fullest extent permitted by Delaware law for certain
expenses (including attorneys' fees) and all losses, claims, liabilities,
judgments, fines and settlement amounts incurred by such person arising out
of or in connection with such person's service as a director or officer of
the Company or another entity for which such person was serving as an
officer or director at the request of the Company.

          Policies of insurance are maintained by the Company under which
its directors and officers are insured, within the limits and subject to
the limitations of the policies, against certain expenses in connection
with the defense of, and certain liabilities which might be imposed as a
result of, actions, suits or proceedings to which they are parties by
reason of being or having been such directors or officers.

ITEM 8.   EXHIBITS

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT

4.1    --      Form of Restated Certificate of Incorporation. (Filed as
               Exhibit 3.1 to the Company's Registration Statement on Form
               S-1 (File No. 333-09897) and incorporated herein by
               reference)

4.2    --      Form of Restated By-Laws. (Filed as Exhibit 3.2 to the
               Company's Registration Statement on Form S-1 (File No.
               333-09897) and incorporated herein by reference)

4.3    --      Specimen Form of Common Stock Certificate. (Filed as Exhibit
               4.1 to the Company's Registration Statement on Form S-1
               (File No. 333-09897) and incorporated herein by reference)

4.4    --      Resolutions of the Employee Benefit Plan Committee of the
               Board of Directors granting the options covered by the
               Registration.*

4.5    --      Form of Employee Stock Option Agreement.*

5.1    --      Opinion of Ira P. Berman, Esq. (as to the legality of the
               shares of Common Stock covered by the Registration
               Statement) *

23.1   --      Consent of Deloitte & Touche LLP*

23.2   --      Consent of Ira P. Berman, Esq. (included in Exhibit 5.1)

24.1   --      Powers of Attorney (included on the signature pages)

*    Filed herewith.

ITEM 9.   UNDERTAKINGS

          The Company hereby undertakes:

               (a) To file, during any period in which offers or sales are
          being made, a post-effective amendment to the Registration
          Statement 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.

               (b) That, for the purpose of determining any liability under
          the Securities Act, each post-effective amendment to this
          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) 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.

               (d) That, for the purpose of determining any liability under
          the Securities Act, each filing of the Company's annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act
          that is incorporated by reference in this 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.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue.

                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Savannah, Georgia, on June 30, 1998.

                                         GULFSTREAM AEROSPACE CORPORATION

                                         By: /s/ Chris A. Davis
                                             ----------------------------
                                             Chris A. Davis
                                             Executive Vice President and
                                             Chief Financial Officer

                             POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Chris A. Davis and
Ira P. Berman, and each of them, as his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement
and any additional registration statements pursuant to Instruction E to
Form S-8 and any and all documents in connection therewith, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies, approves and confirms all that his
said attorneys-in-fact and agents, each acting alone, or his substitute or
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 dates indicated:

       SIGNATURE                           TITLE                       DATE
       ---------                           -----                       ----

/s/ Theodore J. Forstmann          Chairman of the Board           June 26, 1998
-------------------------------    and Director
Theodore J. Forstmann

/s/ James T. Johnson               President and Chief Operating   June 26, 1998
-------------------------------    Officer and Director
James T. Johnson                                     

/s/ Bryan T. Moss                  Vice Chairman of the Board      June 26, 1998
-------------------------------    and Director
Bryan T. Moss

/s/ Chris A. Davis                 Executive Vice President,       June 26, 1998
-------------------------------    Chief Financial Officer
Chris A. Davis                     and Secretary (Principal
                                   Financial Officer and
                                   Principal Accounting Officer) 
                                   and Director

/s/ W. W. Boisture, Jr.            Executive Vice President and    June 25, 1998
-------------------------------    Director
W.W. Boisture, Jr.

/s/ Robert Anderson                Director                        June 25, 1998
-------------------------------
Robert Anderson

/s/ Charlotte L. Beers             Director                        June 26, 1998
-------------------------------
Charlotte L. Beers

/s/ Thomas D. Bell, Jr.            Director                        June 26, 1998
-------------------------------
Thomas D. Bell, Jr.

/s/ Lynn Forester                  Director                        June 26, 1998
-------------------------------
Lynn Forester

/s/ Nicholas C. Forstmann          Director                        June 26, 1998
-------------------------------
Nicholas C. Forstmann

/s/ Sandra J. Horbach              Director                        June 26, 1998
-------------------------------
Sandra J. Horbach

/s/ Henry A. Kissinger             Director                        June 26, 1998
-------------------------------
Henry A. Kissinger

/s/ Drew Lewis                     Director                        June 26, 1998
-------------------------------
Drew Lewis

/s/ Mark H. McCormack              Director                        June 29, 1998
-------------------------------
Mark H. McCormack

/s/ Michael S. Ovitz               Director                        June 26, 1998
-------------------------------
Michael S. Ovitz

/s/ Allen E. Paulson               Director                        June 25, 1998
-------------------------------
Allen E. Paulson

/s/ Roger S. Penske                Director                        June 26, 1998
-------------------------------
Roger S. Penske

/s/ Colin L. Powell                Director                        June 25, 1998
-------------------------------
Colin L. Powell

/s/ Gerard Roche                   Director                        June 25, 1998
-------------------------------
Gerard Roche

/s/ Donald H. Rumsfeld             Director                        June 26, 1998
-------------------------------
Donald H. Rumsfeld

/s/ George P. Shultz               Director                        June 26, 1998
-------------------------------
George P. Shultz

/s/ Robert S. Strauss              Director                        June 26, 1998
-------------------------------
Robert S. Strauss

                             INDEX TO EXHIBITS
                             -----------------

  EXHIBIT NO.
  -----------
                            DESCRIPTION OF EXHIBIT                 PAGE NO.
                            ----------------------                 --------

4.1--          Form of Restated Certificate of
               Incorporation. (Filed as Exhibit 3.1 to the
               Company's Registration Statement on Form S-1
               (File No. 333-09897) and incorporated herein
               by reference)

4.2--          Form of Restated By-Laws. (Filed as Exhibit
               3.2 to the Company's Registration Statement
               on Form S-1 (File No. 333-09897) and
               incorporated herein by reference

4.3--          Specimen Form of Common Stock Certificate.
               (Filed as Exhibit 4.1 to the Company's
               Registration Statement on Form S-1 (File No.
               333-09897) and incorporated herein by
               reference)

4.4--          Resolutions of the Employee Benefit Plan
               Committee of the Board of Directors granting
               the options covered by the Registration
               Statement. *

4.5--          Form of Employee Stock Option Agreement. *

5.1--          Opinion of Ira P. Berman, Esq. (as to the
               legality of the shares of Common Stock
               covered by the Registration Statement) *

23.1--         Consent of Deloitte & Touche LLP *

23.2--         Consent of Ira P. Berman, Esq. (included in
               Exhibit 5.1).

24.1--         Powers of Attorney (included on the signature
               pages)

*   Filed herewith.