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

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

                            THE NEW D&B CORPORATION
            (Exact name of Registrant as specified in its charter)

                 Delaware                                22-3725387
     (State or other jurisdiction of           (I.R.S. Employer Identification
      incorporation or organization)                       Number)

                            The New D&B Corporation
                             One Diamond Hill Road
                             Murray Hill, NJ 07974
   (Address, including zip code, of Registrant's principal executive office)

       The Dun & Bradstreet Corporation 2000 Employee Stock Purchase Plan
                            (Full title of the Plan)

                               David J. Lewinter
                            President and Secretary
                            The New D&B Corporation
                             One Diamond Hill Road
                             Murray Hill, NJ 07974
                                 (908) 665-5000
           (Name, address, including zip code, and telephone number,
            including area code, of Registrant's agent for service)

                                   Copies to:
                            Richard A. Garvey, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                         New York, New York 10017-3954
                                 (212) 455-2000

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                   Proposed          Proposed
                                                                    Maximum           Maximum         Amount of
                                                 Amount to be    Offering Price      Aggregate      Registration
     Title of Securities to be Registered         Registered       Per Share      Offering Price        Fee

<S>                                              <C>             <C>              <C>               <C>
Common Stock, $0.01 par value per share<F1>        1,500,000       $17.25<F2>     $25,875,000.00<F2>  $6831.00<F2>

<FN>
<F1>   Includes Preferred Share Purchase Rights which, prior to the
       occurrence of certain events will not be exercisable or evidenced
       separately from the Common Stock.
<F2>   Pursuant to Rules 457(h)(1) and 457(c) 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 price of the Common Stock on a
       "when issued" basis on the New York Stock Exchange on September 18, 2000.
</TABLE>








                                      -1-

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

   The following documents filed by The New D&B 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 Registration Statement on Form 10/A-3 filed
         pursuant to the Exchange Act (file no. 1-15967) on September 14,
         2000 (the "Form 10 Registration statement").

             (b) The description of the Company's capital stock contained in
         the Company's Registration Statement on Form 10/A-2 filed pursuant to
         the Exchange Act (file no. 1-15967) on September 11, 2000.

             (c) The description of the Company's Preferred Share Purchase
         Rights  contained in the Company's Registration Statement on Form 8-A
         filed on September 15, 2000.

   All documents filed  by the Company pursuant to Section 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.








                                       2


<PAGE>

Item 5. Interests of Named Experts and Counsel

         David J. Lewinter, Esq., President and Secretary of the Company has
rendered an opinion as to the legality of Common Stock offered hereby.  Mr.
Lewinter holds shares and options for shares in the parent of the Company.

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 Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware.  Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person.  The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally 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.




                                       3


<PAGE>

         The indemnification rights conferred by the 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 may
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
            (incorporated herein by reference to Exhibit 3.1 to the Form
            10 Registration Statement).

4.2         By-Laws of the Company (incorporated herein by reference to
            Exhibit 3.2 to the Form 10 Registration Statement).

4.3         The Rights Agreement, dated as of August 15, 2000, between the
            Company and EquiServe Trust Company, N.A. (incorporated herein
            by reference to Exhibit 1 to the Company's Registration
            Statement on Form 8-A filed on September 15, 2000).

5           Opinion of David J. Lewinter, Esq., President and Secretary.

23.1        Consent of PricewaterhouseCoopers LLP.

23.2        Consent of David J. Lewinter (included in Exhibit 5).

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;





                                       4


<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



                                       5


<PAGE>

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.











































                                       6


<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 Murray Hill, State of New Jersey,
on this 19th day of September, 2000.

                                  THE NEW D&B CORPORATION
                                           (Registrant)
                                  By  /s/   David J. Lewinter
                                           David J. Lewinter
                                           President and Secretary

         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                       Date

/s/ David J. Lewinter          President (principal          September 19, 2000
     David J. Lewinter         executive officer)

/s/ Chester J. Geveda, Jr.     Vice President/Controller     September 19, 2000
     Chester J. Geveda, Jr.    and Acting Chief Financial
                               Officer of parent of the
                               Company (principal financial
                               and accounting officer)

 * Allan Z. Loren              Director                      September 19, 2000
    Allan Z. Loren

 * Ronald L. Kuehn, Jr.        Director                      September 19, 2000
    Ronald L. Kuehn, Jr.

 * Victor A. Pelson            Director                      September 19, 2000
    Victor A. Pelson

 * Michael R. Quinlan          Director                      September 19, 2000
    Michael R. Quinlan

 * Naomi O. Seligman           Director                      September 19, 2000
    Naomi O. Seligman

By /s/  David J. Lewinter                                    September 19, 2000
          *Attorney-in-Fact




                                       7


<PAGE>

                               INDEX TO EXHIBITS
Exhibit
Number                                           Description

4.1                  Restated Certificate of Incorporation of the Company,
                     (incorporated herein by reference to Exhibit 3.1 to the
                     Form 10 Registration Statement

4.2                  By-Laws of the Company (incorporated herein by reference
                     to Exhibit 3.2 to the Form 10 Registration Statement).

4.3                  The Rights Agreement, dated as of August 15, 2000 between
                     the Company and EquiServe Trust Company, N.A.
                     (incorporated herein by reference to Exhibit 1 to the
                     Company's Registration Statement on Form 8-A filed on
                     September 15, 2000).

5                    Opinion of David J. Lewinter, Esq., President and
                     Secretary

23.1                 Consent of PricewaterhouseCoopers LLP.

23.2                 Consent of David J. Lewinter, Esq.  (included in
                     Exhibit 5).

24                   Power of Attorney.
















                                       8
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{"company-data": {"conformed-name": "NEW D&B CORP", "cik": "0001115222", "assigned-sic": "7320", "irs-number": "223725387"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46122", "film-number": "725315"}, "business-address": {"street1": "C/O DUN & BRADSTREET", "street2": "ONE DIAMOND HILL RD", "city": "MURRAY HILL", "state": "NJ", "zip": "07974", "phone": "9086655000"}, "mail-address": {"street1": "C/O DUN & BRADSTREET", "street2": "ONE DIAMOND HILL RD", "city": "MURRAY HILL", "state": "NJ", "zip": "07974"}}
Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                            THE NEW D&B CORPORATION
            (Exact name of Registrant as specified in its charter)

                 Delaware                                22-3725387
     (State or other jurisdiction of           (I.R.S. Employer Identification
      incorporation or organization)                       Number)

                            The New D&B Corporation
                             One Diamond Hill Road
                             Murray Hill, NJ 07974
   (Address, including zip code, of Registrant's principal executive office)

       The Dun & Bradstreet Corporation 2000 Employee Stock Purchase Plan
                            (Full title of the Plan)

                               David J. Lewinter
                            President and Secretary
                            The New D&B Corporation
                             One Diamond Hill Road
                             Murray Hill, NJ 07974
                                 (908) 665-5000
           (Name, address, including zip code, and telephone number,
            including area code, of Registrant's agent for service)

                                   Copies to:
                            Richard A. Garvey, Esq.
                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                         New York, New York 10017-3954
                                 (212) 455-2000

                        CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                                    Maximum           Maximum         Amount of
                                                 Amount to be    Offering Price      Aggregate      Registration
     Title of Securities to be Registered         Registered       Per Share      Offering Price        Fee
Common Stock, $0.01 par value per share
1,500,000       $17.25
$25,875,000.00
$6831.00
Includes Preferred Share Purchase Rights which, prior to the
       occurrence of certain events will not be exercisable or evidenced
       separately from the Common Stock.
Pursuant to Rules 457(h)(1) and 457(c) 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 price of the Common Stock on a
       "when issued" basis on the New York Stock Exchange on September 18, 2000.
-1-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

   The following documents filed by The New D&B 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 Registration Statement on Form 10/A-3 filed
         pursuant to the Exchange Act (file no. 1-15967) on September 14,
         2000 (the "Form 10 Registration statement").

             (b) The description of the Company's capital stock contained in
         the Company's Registration Statement on Form 10/A-2 filed pursuant to
         the Exchange Act (file no. 1-15967) on September 11, 2000.

             (c) The description of the Company's Preferred Share Purchase
         Rights  contained in the Company's Registration Statement on Form 8-A
         filed on September 15, 2000.

   All documents filed  by the Company pursuant to Section 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.

                                       2
Item 5. Interests of Named Experts and Counsel

         David J. Lewinter, Esq., President and Secretary of the Company has
rendered an opinion as to the legality of Common Stock offered hereby.  Mr.
Lewinter holds shares and options for shares in the parent of the Company.

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 Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware.  Such indemnification shall
continue after an individual ceases to be an officer or director and shall
inure to the benefit of the heirs, executors and administrators of such
person.  The Company's Certificate of Incorporation also provides that a
director of the Company shall not be personally 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.

                                       3
The indemnification rights conferred by the 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 may
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
            (incorporated herein by reference to Exhibit 3.1 to the Form
            10 Registration Statement).

4.2         By-Laws of the Company (incorporated herein by reference to
            Exhibit 3.2 to the Form 10 Registration Statement).

4.3         The Rights Agreement, dated as of August 15, 2000, between the
            Company and EquiServe Trust Company, N.A. (incorporated herein
            by reference to Exhibit 1 to the Company's Registration
            Statement on Form 8-A filed on September 15, 2000).

5           Opinion of David J. Lewinter, Esq., President and Secretary.

23.1        Consent of PricewaterhouseCoopers LLP.

23.2        Consent of David J. Lewinter (included in Exhibit 5).

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;

                                       4
(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

                                       5
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.

                                       6
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 Murray Hill, State of New Jersey,
on this 19th day of September, 2000.

                                  THE NEW D&B CORPORATION
                                           (Registrant)
                                  By  /s/   David J. Lewinter
                                           David J. Lewinter
                                           President and Secretary

         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                       Date

/s/ David J. Lewinter          President (principal          September 19, 2000
     David J. Lewinter         executive officer)

/s/ Chester J. Geveda, Jr.     Vice President/Controller     September 19, 2000
     Chester J. Geveda, Jr.    and Acting Chief Financial
                               Officer of parent of the
                               Company (principal financial
                               and accounting officer)

 * Allan Z. Loren              Director                      September 19, 2000
    Allan Z. Loren

 * Ronald L. Kuehn, Jr.        Director                      September 19, 2000
    Ronald L. Kuehn, Jr.

 * Victor A. Pelson            Director                      September 19, 2000
    Victor A. Pelson

 * Michael R. Quinlan          Director                      September 19, 2000
    Michael R. Quinlan

 * Naomi O. Seligman           Director                      September 19, 2000
    Naomi O. Seligman

By /s/  David J. Lewinter                                    September 19, 2000
          *Attorney-in-Fact

                                       7
INDEX TO EXHIBITS
Exhibit
Number                                           Description

4.1                  Restated Certificate of Incorporation of the Company,
                     (incorporated herein by reference to Exhibit 3.1 to the
                     Form 10 Registration Statement

4.2                  By-Laws of the Company (incorporated herein by reference
                     to Exhibit 3.2 to the Form 10 Registration Statement).

4.3                  The Rights Agreement, dated as of August 15, 2000 between
                     the Company and EquiServe Trust Company, N.A.
                     (incorporated herein by reference to Exhibit 1 to the
                     Company's Registration Statement on Form 8-A filed on
                     September 15, 2000).

5                    Opinion of David J. Lewinter, Esq., President and
                     Secretary

23.1                 Consent of PricewaterhouseCoopers LLP.

23.2                 Consent of David J. Lewinter, Esq.  (included in
                     Exhibit 5).

24                   Power of Attorney.

                                       8