As filed with the Securities and Exchange Commission on July 10, 1998

                          Registration No. 333-_____
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              -------------------
                             ACNIELSEN CORPORATION
            (Exact name of Registrant as specified in its charter)

               Delaware                              06-1454128
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                              177 Broad Street
                             Stamford, CT  06901
  (Address, including zip code, of Registrant's principal executive office)

                        BBI Marketing Services, Inc.
                       Key Employees' Stock Option Plan  
                         ---------------------------
                          (Full title of the Plan)

                               Earl H. Doppelt
                Executive Vice President and General Counsel
                              177 Broad Street
                             Stamford, CT  06901
                               (203) 961-3000
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            Joel S. Hoffman, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
                         ---------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE

                                                                       Proposed Maximum        Proposed Maximum      Amount of
                                                Amount to be          Offering Price Per       Aggregate Offering    Registration
Title of Securities to be Registered             Registered               Share <F1>               Price <F1>           Fee <F1>
------------------------------------------     ------------------     ---------------------    ----------------     ---------------
<S>                                            <C>                    <C>                       <C>                 <C>

Common Stock, $.01 par value per share <F2>    1,000,000              $ 25.94                    $ 25,940,000.00      $ 7,652.30
<FN>
<F1>  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed
      maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high
      and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on July 7, 1998.
<F2>  Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events will not be exercisable or evidenced
      separately from the Common Stock.

</TABLE>
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     The following documents filed by ACNielsen Corporation (the "Company"  or
the   "Registrant")  with   the  Securities   and  Exchange   Commission  (the
"Commission")  pursuant to  the Securities  Exchange Act  of 1934,  as amended
(the  "Exchange  Act"),   are  hereby  incorporated   by  reference  in   this
Registration Statement:

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

        (b)   The  Company's Quarterly  Report  on Form  10-Q for  the  fiscal
     quarter ended March 31, 1998.

        (c)   The  Company's Registration  Statement on  Form 10,  as amended,
     filed pursuant to the  Exchange Act (File No. 001-12277)  initially 
     on October 7, 1996 (the "Form 10").

        (d)  The description of the Company's Preferred Share Purchase  Rights
     contained in the Company's  Registration Statement on Form 8-A  (File No.
     001-12277) filed on October 18, 1996.

     All documents  filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior to  the filing of  a post-effective  amendment to this  Registration
Statement  indicating  that all  securities  offered have  been sold  or which
deregisters  all securities  then  remaining unsold,  shall  be deemed  to  be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof  from the date of filing of  such documents. Any statement contained in
a  document  incorporated or  deemed  to be  incorporated by  reference herein
shall  be  deemed   to  be  modified  or  superseded  for   purposes  of  this
Registration Statement to  the extent that a statement  contained herein or in
any subsequently filed document which also is or is  deemed to be incorporated
by  reference herein modifies or supersedes such statement. Any such statement
so modified  or  superseded shall  not be  deemed, except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State  of Delaware (the
"Delaware Law") empowers  a Delaware corporation to indemnify any  persons who
are,  or are  threatened to  be made,  parties to  any threatened,  pending or
completed  legal   action,  suit  or  proceeding,   whether  civil,  criminal,
administrative or  investigative (other than an  action by or in  the right of
such  corporation),  by reason  of the  fact  that such  person  is or  was an
officer,  director, employee  or  agent  of such  corporation,  or  is or  was
serving  at the request of  such corporation as a  director, officer, employee
or  agent of another  corporation, partnership, joint venture,  trust or other
enterprise. The  indemnity may  include expenses (including  attorneys' fees),
<PAGE>
judgments,  fines  and amounts  paid  in  settlement actually  and  reasonably
incurred by such person  in connection with  such action, suit or  proceeding,
provided that such officer,  director, employee or agent  acted in good  faith
and  in a  manner  he reasonably  believed  to be  in  or not  opposed  to the
corporation's  best   interests,  and,   for  criminal  proceedings,   had  no
reasonable cause to  believe his conduct was unlawful. A  Delaware corporation
may  indemnify officers and directors  in an action by or in  the right of the
corporation  under  the  same conditions,  except that  no  indemnification is
permitted without judicial approval if the officer or director  is adjudged to
be liable  to the corporation. Where  an officer or director  is successful on
the  merits or otherwise in the  defense of any action  referred to above, the
corporation  must indemnify  him against  the expenses  which such  officer or
director actually and reasonably incurred.

     The  Company's Restated  Certificate of  Incorporation provides  that the
Company  shall  indemnify  directors  and  officers  to  the   fullest  extent
permitted  by the  laws  of the  State  of  Delaware. The  Company's  Restated
Certificate  of Incorporation  also provides  that a  director of  the Company
shall not  be liable to the  Company or its stockholders  for monetary damages
for  breach  of fiduciary  duty  as  a director,  except  to  the extent  such
exemption  from liability  or limitation  thereof is  not permitted  under the
General Corporation  Law of the  State of Delaware as  the same exists  or may
hereafter be amended.

     The  indemnification  rights conferred  by  the  Restated Certificate  of
Incorporation of the  Company are not exclusive of any  other right to which a
person  seeking indemnification  may otherwise be  entitled. The  Company will
also  provide liability insurance  for the directors and  officers for certain
losses arising from claims or charges made against them  while acting in their
capacities as directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

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

4.1         Restated Certificate  of Incorporation  of the  Company (filed  as
            Exhibit 3.1  to the  Company's Registration  Statement on  Form 10
            and incorporated herein by reference).

4.2         Amended and  Restated By-laws of the Company (filed as Exhibit 3.2
            to the Form 10 and incorporated herein by reference).

4.3         The Rights  Agreement, dated as  of October 17,  1996, between the
            Company and First Chicago  Trust Company of New York  (attached as
            Exhibit 1  to the  Company's  Registration Statement  on Form  8-A
            (File No.  001-12277) filed on  October 18, 1996  and incorporated
            herein by reference).

23.1        Consent of Arthur Andersen LLP

23.2        Consent of PricewaterhouseCoopers LLP

24          Power of Attorney

Item 9. Undertakings

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;
<PAGE>
      (i)    to include  any prospectus  required by  Section 10(a)(3)  of the
Securities Act of 1933 (the "Act");

     (ii)  to reflect in the prospectus any facts or  events arising after the
effective  date of  this  Registration Statement  (or  the most  recent  post-
effective  amendment  thereof)  which,  individually  or  in  the   aggregate,
represent   a  fundamental  change  in  the  information  set  forth  in  this
Registration  Statement (except to  the extent the information  required to be
included by clauses (i) or (ii) is contained in periodic reports filed by  the
Company  pursuant  to Section  13  or  15(d)  of the  Exchange  Act  that  are
incorporated by reference into this Registration Statement);

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

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

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

(4)   That,  for purposes  of determining  any liability  under the  Act, each
filing  of the Registrant's annual  report pursuant to Section  13(a) or 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.

(5)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and controlling  persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised that in the opinion of the Commission such indemnification is  against
public policy  as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a claim  for indemnification against  such liabilities  (other
than  the  payment by  the  Registrant  of  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.
<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 Stamford, State of  Connecticut, on
this 8th day of July, 1998.

                                         ACNIELSEN CORPORATION
                                               (Registrant)


                                         By /s/ Earl H. Doppelt  
                                           --------------------------
                                            Earl H. Doppelt
                                            Executive Vice President
                                              and General Counsel


     Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed below  by the following persons in  the
capacities and on the date indicated.


        Signature                                Title
------------------------        --------------------------------------

 * Nicholas L. Trivisonno       Chairman, Chief Executive Officer and
 ------------------------       Director (principal executive officer)
   Nicholas L. Trivisonno


* Robert J Lievense             President, Chief Operating Officer and
------------------------        Director
  Robert J Lievense

*  Robert J. Chrenc             Executive Vice President and Chief
------------------------        Financial Officer (principal financial
   Robert J. Chrenc             and accounting officer)

*  Robert H. Beeby              Director
------------------------
   Robert H. Beeby

*  Michael P. Connors           Vice Chairman and Director
------------------------
    Michael P. Connors


*  Donald W. Griffin            Director
------------------------
    Donald W. Griffin


*  Thomas C. Hays               Director
------------------------
   Thomas C. Hays
<PAGE>
*  Karen L. Hendricks           Director
------------------------
    Karen L. Hendricks

 *  Robert M. Hendrickson       Director
------------------------
   Robert M. Hendrickson

*  Robert Holland, Jr.          Director
------------------------
   Robert Holland, Jr.


*  John R. Meyer                Director
------------------------
   John R. Meyer


*  Brian B. Pemberton           Director
------------------------
    Brian B. Pemberton

*  Robert N. Thurston           Director
------------------------
    Robert N. Thurston


By /s/Earl S. Doppelt                                     July  8, 1998
------------------------
   Attorney-in-fact
<PAGE>
                               INDEX TO EXHIBITS

Exhibit 
Number                                 Description

4.1           Restated  Certificate of Incorporation  of the  Company (filed as
              Exhibit  3.1 to the  Company's Registration  Statement on Form 10
              and incorporated herein by reference).

4.2           Amended and  Restated By-laws  of the  Company (filed  as Exhibit
              3.2 to the Form 10 and incorporated herein by reference).

4.3           The Rights Agreement, dated as of  October 17, 1996, between  the
              Company and First Chicago Trust  Company of New York (attached as
              Exhibit 1  to the  Company's Registration  Statement on  Form 8-A
              (File No. 001-12277) filed  on October 18, 1996  and incorporated
              herein by reference).

23.1          Consent of Arthur Andersen LLP 

23.2          Consent of PricewaterhouseCoopers LLP

24            Power of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16658}]
{"company-data": {"conformed-name": "ACNIELSEN CORP", "cik": "0001019878", "assigned-sic": "8700", "irs-number": "061454128", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58885", "film-number": "98664673"}, "business-address": {"street1": "177 BROAD STREET", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2038344200"}, "mail-address": {"street1": "177 BROAD ST", "city": "STAMFORD", "state": "CT", "zip": "06901"}}
As filed with the Securities and Exchange Commission on July 10, 1998

                          Registration No. 333-_____
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              -------------------
                             ACNIELSEN CORPORATION
            (Exact name of Registrant as specified in its charter)

               Delaware                              06-1454128
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                              177 Broad Street
                             Stamford, CT  06901
  (Address, including zip code, of Registrant's principal executive office)

                        BBI Marketing Services, Inc.
                       Key Employees' Stock Option Plan  
                         ---------------------------
                          (Full title of the Plan)

                               Earl H. Doppelt
                Executive Vice President and General Counsel
                              177 Broad Street
                             Stamford, CT  06901
                               (203) 961-3000
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                            Joel S. Hoffman, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
                         ---------------------------
CALCULATION OF REGISTRATION FEE

                                                                       Proposed Maximum        Proposed Maximum      Amount of
                                                Amount to be          Offering Price Per       Aggregate Offering    Registration
Title of Securities to be Registered             Registered               Share
Price
Fee
------------------------------------------     ------------------     ---------------------    ----------------     ---------------
Common Stock, $.01 par value per share
1,000,000              $ 25.94                    $ 25,940,000.00      $ 7,652.30
Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share, the proposed
      maximum aggregate offering price and the amount of registration fee have been computed on the basis of the average of the high
      and low prices of the Common Stock reported on the New York Stock Exchange Composite Tape on July 7, 1998.
Includes Preferred Share Purchase Rights which, prior to the occurrence of certain events will not be exercisable or evidenced
      separately from the Common Stock.
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by ACNielsen Corporation (the "Company"  or
the   "Registrant")  with   the  Securities   and  Exchange   Commission  (the
"Commission")  pursuant to  the Securities  Exchange Act  of 1934,  as amended
(the  "Exchange  Act"),   are  hereby  incorporated   by  reference  in   this
Registration Statement:

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

        (b)   The  Company's Quarterly  Report  on Form  10-Q for  the  fiscal
     quarter ended March 31, 1998.

        (c)   The  Company's Registration  Statement on  Form 10,  as amended,
     filed pursuant to the  Exchange Act (File No. 001-12277)  initially 
     on October 7, 1996 (the "Form 10").

        (d)  The description of the Company's Preferred Share Purchase  Rights
     contained in the Company's  Registration Statement on Form 8-A  (File No.
     001-12277) filed on October 18, 1996.

     All documents  filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior to  the filing of  a post-effective  amendment to this  Registration
Statement  indicating  that all  securities  offered have  been sold  or which
deregisters  all securities  then  remaining unsold,  shall  be deemed  to  be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof  from the date of filing of  such documents. Any statement contained in
a  document  incorporated or  deemed  to be  incorporated by  reference herein
shall  be  deemed   to  be  modified  or  superseded  for   purposes  of  this
Registration Statement to  the extent that a statement  contained herein or in
any subsequently filed document which also is or is  deemed to be incorporated
by  reference herein modifies or supersedes such statement. Any such statement
so modified  or  superseded shall  not be  deemed, except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

     Not required.

Item 5. Interests of Named Experts and Counsel

     None.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State  of Delaware (the
"Delaware Law") empowers  a Delaware corporation to indemnify any  persons who
are,  or are  threatened to  be made,  parties to  any threatened,  pending or
completed  legal   action,  suit  or  proceeding,   whether  civil,  criminal,
administrative or  investigative (other than an  action by or in  the right of
such  corporation),  by reason  of the  fact  that such  person  is or  was an
officer,  director, employee  or  agent  of such  corporation,  or  is or  was
serving  at the request of  such corporation as a  director, officer, employee
or  agent of another  corporation, partnership, joint venture,  trust or other
enterprise. The  indemnity may  include 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,
provided that such officer,  director, employee or agent  acted in good  faith
and  in a  manner  he reasonably  believed  to be  in  or not  opposed  to the
corporation's  best   interests,  and,   for  criminal  proceedings,   had  no
reasonable cause to  believe his conduct was unlawful. A  Delaware corporation
may  indemnify officers and directors  in an action by or in  the right of the
corporation  under  the  same conditions,  except that  no  indemnification is
permitted without judicial approval if the officer or director  is adjudged to
be liable  to the corporation. Where  an officer or director  is successful on
the  merits or otherwise in the  defense of any action  referred to above, the
corporation  must indemnify  him against  the expenses  which such  officer or
director actually and reasonably incurred.

     The  Company's Restated  Certificate of  Incorporation provides  that the
Company  shall  indemnify  directors  and  officers  to  the   fullest  extent
permitted  by the  laws  of the  State  of  Delaware. The  Company's  Restated
Certificate  of Incorporation  also provides  that a  director of  the Company
shall not  be liable to the  Company or its stockholders  for monetary damages
for  breach  of fiduciary  duty  as  a director,  except  to  the extent  such
exemption  from liability  or limitation  thereof is  not permitted  under the
General Corporation  Law of the  State of Delaware as  the same exists  or may
hereafter be amended.

     The  indemnification  rights conferred  by  the  Restated Certificate  of
Incorporation of the  Company are not exclusive of any  other right to which a
person  seeking indemnification  may otherwise be  entitled. The  Company will
also  provide liability insurance  for the directors and  officers for certain
losses arising from claims or charges made against them  while acting in their
capacities as directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

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

4.1         Restated Certificate  of Incorporation  of the  Company (filed  as
            Exhibit 3.1  to the  Company's Registration  Statement on  Form 10
            and incorporated herein by reference).

4.2         Amended and  Restated By-laws of the Company (filed as Exhibit 3.2
            to the Form 10 and incorporated herein by reference).

4.3         The Rights  Agreement, dated as  of October 17,  1996, between the
            Company and First Chicago  Trust Company of New York  (attached as
            Exhibit 1  to the  Company's  Registration Statement  on Form  8-A
            (File No.  001-12277) filed on  October 18, 1996  and incorporated
            herein by reference).

23.1        Consent of Arthur Andersen LLP

23.2        Consent of PricewaterhouseCoopers LLP

24          Power of Attorney

Item 9. Undertakings

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 (the "Act");

     (ii)  to reflect in the prospectus any facts or  events arising after the
effective  date of  this  Registration Statement  (or  the most  recent  post-
effective  amendment  thereof)  which,  individually  or  in  the   aggregate,
represent   a  fundamental  change  in  the  information  set  forth  in  this
Registration  Statement (except to  the extent the information  required to be
included by clauses (i) or (ii) is contained in periodic reports filed by  the
Company  pursuant  to Section  13  or  15(d)  of the  Exchange  Act  that  are
incorporated by reference into this Registration Statement);

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

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

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

(4)   That,  for purposes  of determining  any liability  under the  Act, each
filing  of the Registrant's annual  report pursuant to Section  13(a) or 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.

(5)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and controlling  persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised that in the opinion of the Commission such indemnification is  against
public policy  as expressed  in the Act  and is, therefore,  unenforceable. In
the event  that a claim  for indemnification against  such liabilities  (other
than  the  payment by  the  Registrant  of  expenses incurred  or  paid  by  a
director,  officer or controlling  person of the Registrant  in the successful
defense  of any  action, suit  or proceeding)  is asserted  by such  director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered, the Registrant  will, unless  in the  opinion of  its counsel  the
matter  has  been  settled by  controlling  precedent, submit  to  a  court of
appropriate jurisdiction the  question whether such  indemnification by it  is
against public policy  as expressed  in the Act  and will be  governed by  the
final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to believe  that it meets
all  of the  requirements for  filing on  Form S-8  and has  duly  caused this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in  the City of Stamford, State of  Connecticut, on
this 8th day of July, 1998.

                                         ACNIELSEN CORPORATION
                                               (Registrant)

                                         By /s/ Earl H. Doppelt  
                                           --------------------------
                                            Earl H. Doppelt
                                            Executive Vice President
                                              and General Counsel

     Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed below  by the following persons in  the
capacities and on the date indicated.

        Signature                                Title
------------------------        --------------------------------------

 * Nicholas L. Trivisonno       Chairman, Chief Executive Officer and
 ------------------------       Director (principal executive officer)
   Nicholas L. Trivisonno

* Robert J Lievense             President, Chief Operating Officer and
------------------------        Director
  Robert J Lievense

*  Robert J. Chrenc             Executive Vice President and Chief
------------------------        Financial Officer (principal financial
   Robert J. Chrenc             and accounting officer)

*  Robert H. Beeby              Director
------------------------
   Robert H. Beeby

*  Michael P. Connors           Vice Chairman and Director
------------------------
    Michael P. Connors

*  Donald W. Griffin            Director
------------------------
    Donald W. Griffin

*  Thomas C. Hays               Director
------------------------
   Thomas C. Hays
*  Karen L. Hendricks           Director
------------------------
    Karen L. Hendricks

 *  Robert M. Hendrickson       Director
------------------------
   Robert M. Hendrickson

*  Robert Holland, Jr.          Director
------------------------
   Robert Holland, Jr.

*  John R. Meyer                Director
------------------------
   John R. Meyer

*  Brian B. Pemberton           Director
------------------------
    Brian B. Pemberton

*  Robert N. Thurston           Director
------------------------
    Robert N. Thurston

By /s/Earl S. Doppelt                                     July  8, 1998
------------------------
   Attorney-in-fact
INDEX TO EXHIBITS

Exhibit 
Number                                 Description

4.1           Restated  Certificate of Incorporation  of the  Company (filed as
              Exhibit  3.1 to the  Company's Registration  Statement on Form 10
              and incorporated herein by reference).

4.2           Amended and  Restated By-laws  of the  Company (filed  as Exhibit
              3.2 to the Form 10 and incorporated herein by reference).

4.3           The Rights Agreement, dated as of  October 17, 1996, between  the
              Company and First Chicago Trust  Company of New York (attached as
              Exhibit 1  to the  Company's Registration  Statement on  Form 8-A
              (File No. 001-12277) filed  on October 18, 1996  and incorporated
              herein by reference).

23.1          Consent of Arthur Andersen LLP 

23.2          Consent of PricewaterhouseCoopers LLP

24            Power of Attorney