Registration No. 33-                    


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            _______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________
                              FRESENIUS USA, INC. 
             (Exact name of registrant as specified in its charter)

Massachusetts                                              04-2550576
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                     Identification Number)

                             2637 Shadelands Drive
                         Walnut Creek, California 94598

         (Address, of principal executive offices, including zip code)
               1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)
                           _________________________

                                  Ben J. Lipps
                              Fresenius USA, Inc.
                             2637 Shadelands Drive
                         Walnut Creek, California 94598
                                (510) 295-0200 

             (Name and address, including zip code, and telephone 
               number, including area code, of agent for service)
                               __________________

                  Please send copies of all communications to:
                           Winthrop G. Minot, ESQUIRE
                                  Ropes & Gray
                            One International Place
                          Boston, Massachusetts 02110
                                 (617) 951-7000

                        CALCULATION OF REGISTRATION FEE

Title of each      Amount    Proposed maximum   Proposed maximum     Amount of
class securities    to be      offering price  aggregate offering   registration
to be registered  registered   per share <F1>      price <F1>           fee

Common Stock --    500,000         $9.69         $4,845,000.00        $1,671.00
$.01 Par Value

<F>
(1)  Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 on the basis of the average of the high and low prices of Fresenius
USA, Inc., Common Stock, par value $0.01, reported on the American Stock
Exchange on July 26, 1995.
</F> 

                            Exhibit Index on page 8;
                              Page 1 of 16 pages.

                                     Page 1
                                   
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Note:  The document(s) containing the information on the Stock Option
Agreements required by Item 1 of this Form S-8 and the statement of
availability of registrant information, and other information required by Item
2 of this Form will be sent or given to eligible employees as specified by Rule
428.  In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
("Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.  The registrant shall maintain
a file of such documents in accordance with the provisions of Rule 428.  Upon
request, the registrant shall furnish to the Commission or its staff a copy of
all documents included in such file.


                                    PAGE 2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Fresenius USA, Inc. (the "Registrant" or the "Company") hereby 
incorporates the following documents herein by reference:

         (a)  The Company's annual report on Form 10-K for the fiscal year
              ended December 31, 1994, as amended, filed pursuant to Section
              13(a) or 15(d) of the Exchange Act, as amended (the "Act").

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the end of the fiscal year covered by the
              registrant document referred to in (a) above.

         (c)  The description of the Company's Common Stock, $0.01 par value
              per share, contained in the Company's Registration Statement on
              Form 8-A (Commission File Number 1-8350), filed pursuant to 
              Section 12(g) of the Exchange Act including any amendment or
              report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that indemnification of directors, officers, employees
and other agents of a corporation may be provided by a corporation to whatever
extent authorized by (i) the articles of organization, or (ii) a by-law adopted
by the stockholders or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of

                                  Page 3

directors.  Section 9 of the Registrant's by-laws requires the Registrant, to
the extent legally permissible, to indemnify directors and officers (including 
persons who serve at its request as directors, officers or trustees of another 
organization in which it has any interest, as a shareholder, creditor or 
otherwise) against all liabilities and expenses including amounts paid in 
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in which he
may be involved or with which he may be threatened, while in office or
thereafter, by reason of his being or having been such a director, officer or
trustee, except with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation; provided,
however, that as to any matter disposed of by a compromise payment by such
director or officer pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests of
the Registrant:  (a) by a disinterested majority of the directors then in
office, or (b) by a majority of the disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director or officer appears to have acted
in good faith in the reasonable belief that this action was in the best
interests of the Registrant; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer.

         Pursuant to an agreement amended and restated as of October 2, 1987 
between Fresenius A.G., the beneficial owner of 71.8% of the Company's Common
Stock and 100% of the Company s Series F Preferred Stock, and Ulrich Wagner, a
director of the Company, Fresenius A.G. has agreed to indemnify Mr. Wagner for
any and all costs or expenses incurred by Mr. Wagner in his capacity as a 
director of the Company.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Number

         4     1993 Stock Option Plan for Non-Employee Directors.

         5     Opinion of Ropes & Gray.

         23.1  Consent of KPMG Peat Marwick LLP.

         23.2  Consent of Ropes & Gray (contained in the opinion filed as 
               Exhibit 5 to this Registration Statement).

                                     Page 4  

         24    Powers of Attorney (included on page 7 of this Registration 
               Statement under the caption "Power of Attorney").

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  to file, during any period in which offers or sales are
                   being made, a post-effective amendment to this registration 
                   statement: (i) to include any prospectus required by 
                   Section 10(a)(3) of the Securities Act of 1933; (ii) to 
                   reflect in the prospectus any facts or events arising 
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof), which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement; and (iii) to include any material information
                   with respect to the plan of distribution not previously
                   disclosed in the registration statement or any material
                   change to such information in the registration statement;
                   provided, however, that paragraphs (a)(1)(i) and 
                   (a)(1)(ii) shall not apply if the information required to be
                   included in a post-effective amendment by those paragraphs
                   is contained in periodic reports filed by the registrant 
                   pursuant to Section 13 or Section 15(d) of the Securities
                   Exchange Act of 1934 that are incorporated by reference in
                   the registration statement. 

              (2)  that, for the purpose of determining any liability under the
                   Securities Act of 1933, 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
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)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of 

                                 Page 5

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

                                Page 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Walnut Creek, State of California, on the 
28th day of July, 1995.


                                        FRESENIUS USA, INC.
                                        By: /s/ Ben Lipps            
                                            Ben Lipps
                                            Chief Executive Officer


                               POWER OF ATTORNEY

     Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and constitutes Ben Lipps and Heinz Schmidt, and each
of them singly, his true and lawful attorneys with full power to them, and each
of them singly, to sign for him and in his name in the capacities indicated
below any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.


Signature               Capacity in Which Signed        Date

                            
/s/ Ben Lipps
Ben Lipps               Chief Executive Officer,        July 28, 1995
                        President, Chief Operating
                        Officer and Director
                        (principal executive officer)

/s/ Heinz Schmidt
Heinz Schmidt           Vice President-Finance and      July 28, 1995  
                        Treasurer (principal   
                        financial officer and
                        principal accounting officer)

/s/ Gerd Krick
Gerd Krick              Chairman of the Board           July 28, 1995
                        and Director

/s/ Francis Baker
Francis Baker           Director                        July 28, 1995 

/s/ Robert Ehrlich
Robert Ehrlich          Director                        July 28, 1995

/s/ James Marten
James Marten            Director                        July 28, 1995 

/s/ Mathias Klingler  
Mathias Klingler        Director                        July 28, 1995

/s/ Ulrich Wagner
Ulrich Wagner           Director                        July 28, 1995 

                                   
                                   Page 7


                                 EXHIBIT INDEX


            Number      Title of Exhibit                           Page

               4        1993 Stock Option Plan for Non-              9 
                        Employee Directors

               5        Opinion of Ropes & Gray                     15

            23.1        Consent of KPMG Peat Marwick LLP            16

            23.2        Consent of Ropes & Gray (contained in       15
                        the opinion filed as Exhibit 5 to
                        this Registration Statement)

              24        Powers of Attorney (included on page         7
                        7 of this Registration Statement
                        under the caption "Power of
                        Attorney")

                                      Page 8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16457}]
{"company-data": {"conformed-name": "FRESENIUS USA INC", "cik": "0000320185", "assigned-sic": "3841", "irs-number": "042550576", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61411", "film-number": "95557296"}, "business-address": {"street1": "2637 SHADELANDS DRIVE", "city": "WALNUT CREEK", "state": "CA", "zip": "94598", "phone": "5102950200"}, "mail-address": {"street1": "2637 SHADELAND DRIVE", "city": "WALNUT CREEK", "state": "CA", "zip": "94598"}, "former-company": {"former-conformed-name": "DELMED INC", "date-changed": "19920102"}}
Registration No. 33-                    

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            _______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________
                              FRESENIUS USA, INC. 
             (Exact name of registrant as specified in its charter)

Massachusetts                                              04-2550576
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                     Identification Number)

                             2637 Shadelands Drive
                         Walnut Creek, California 94598

         (Address, of principal executive offices, including zip code)
               1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)
                           _________________________

                                  Ben J. Lipps
                              Fresenius USA, Inc.
                             2637 Shadelands Drive
                         Walnut Creek, California 94598
                                (510) 295-0200 

             (Name and address, including zip code, and telephone 
               number, including area code, of agent for service)
                               __________________

                  Please send copies of all communications to:
                           Winthrop G. Minot, ESQUIRE
                                  Ropes & Gray
                            One International Place
                          Boston, Massachusetts 02110
                                 (617) 951-7000

                        CALCULATION OF REGISTRATION FEE

Title of each      Amount    Proposed maximum   Proposed maximum     Amount of
class securities    to be      offering price  aggregate offering   registration
to be registered  registered   per share
price
fee

Common Stock --    500,000         $9.69         $4,845,000.00        $1,671.00
$.01 Par Value
(1)  Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 on the basis of the average of the high and low prices of Fresenius
USA, Inc., Common Stock, par value $0.01, reported on the American Stock
Exchange on July 26, 1995.
Exhibit Index on page 8;
                              Page 1 of 16 pages.

                                     Page 1
                                   
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information on the Stock Option
Agreements required by Item 1 of this Form S-8 and the statement of
availability of registrant information, and other information required by Item
2 of this Form will be sent or given to eligible employees as specified by Rule
428.  In accordance with Rule 428 and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission
("Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.  The registrant shall maintain
a file of such documents in accordance with the provisions of Rule 428.  Upon
request, the registrant shall furnish to the Commission or its staff a copy of
all documents included in such file.

                                    PAGE 2

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Fresenius USA, Inc. (the "Registrant" or the "Company") hereby 
incorporates the following documents herein by reference:

         (a)  The Company's annual report on Form 10-K for the fiscal year
              ended December 31, 1994, as amended, filed pursuant to Section
              13(a) or 15(d) of the Exchange Act, as amended (the "Act").

         (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange Act since the end of the fiscal year covered by the
              registrant document referred to in (a) above.

         (c)  The description of the Company's Common Stock, $0.01 par value
              per share, contained in the Company's Registration Statement on
              Form 8-A (Commission File Number 1-8350), filed pursuant to 
              Section 12(g) of the Exchange Act including any amendment or
              report filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts provides that indemnification of directors, officers, employees
and other agents of a corporation may be provided by a corporation to whatever
extent authorized by (i) the articles of organization, or (ii) a by-law adopted
by the stockholders or (iii) a vote adopted by the holders of a majority of the
shares of stock entitled to vote on the election of

                                  Page 3

directors.  Section 9 of the Registrant's by-laws requires the Registrant, to
the extent legally permissible, to indemnify directors and officers (including 
persons who serve at its request as directors, officers or trustees of another 
organization in which it has any interest, as a shareholder, creditor or 
otherwise) against all liabilities and expenses including amounts paid in 
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in which he
may be involved or with which he may be threatened, while in office or
thereafter, by reason of his being or having been such a director, officer or
trustee, except with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation; provided,
however, that as to any matter disposed of by a compromise payment by such
director or officer pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses shall be
provided unless such compromise shall be approved as in the best interests of
the Registrant:  (a) by a disinterested majority of the directors then in
office, or (b) by a majority of the disinterested directors then in office,
provided that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director or officer appears to have acted
in good faith in the reasonable belief that this action was in the best
interests of the Registrant; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested director or
officer.

         Pursuant to an agreement amended and restated as of October 2, 1987 
between Fresenius A.G., the beneficial owner of 71.8% of the Company's Common
Stock and 100% of the Company s Series F Preferred Stock, and Ulrich Wagner, a
director of the Company, Fresenius A.G. has agreed to indemnify Mr. Wagner for
any and all costs or expenses incurred by Mr. Wagner in his capacity as a 
director of the Company.

Item 7.  Exemption From Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

Exhibit Number

         4     1993 Stock Option Plan for Non-Employee Directors.

         5     Opinion of Ropes & Gray.

         23.1  Consent of KPMG Peat Marwick LLP.

         23.2  Consent of Ropes & Gray (contained in the opinion filed as 
               Exhibit 5 to this Registration Statement).

                                     Page 4  

         24    Powers of Attorney (included on page 7 of this Registration 
               Statement under the caption "Power of Attorney").

Item 9.  Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

              (1)  to file, during any period in which offers or sales are
                   being made, a post-effective amendment to this registration 
                   statement: (i) to include any prospectus required by 
                   Section 10(a)(3) of the Securities Act of 1933; (ii) to 
                   reflect in the prospectus any facts or events arising 
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof), which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement; and (iii) to include any material information
                   with respect to the plan of distribution not previously
                   disclosed in the registration statement or any material
                   change to such information in the registration statement;
                   provided, however, that paragraphs (a)(1)(i) and 
                   (a)(1)(ii) shall not apply if the information required to be
                   included in a post-effective amendment by those paragraphs
                   is contained in periodic reports filed by the registrant 
                   pursuant to Section 13 or Section 15(d) of the Securities
                   Exchange Act of 1934 that are incorporated by reference in
                   the registration statement. 

              (2)  that, for the purpose of determining any liability under the
                   Securities Act of 1933, 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.

         (b)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
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)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise, 
the Registrant has been advised that in the opinion of 

                                 Page 5

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

                                Page 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Walnut Creek, State of California, on the 
28th day of July, 1995.

                                        FRESENIUS USA, INC.
                                        By: /s/ Ben Lipps            
                                            Ben Lipps
                                            Chief Executive Officer

                               POWER OF ATTORNEY

     Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby authorizes and constitutes Ben Lipps and Heinz Schmidt, and each
of them singly, his true and lawful attorneys with full power to them, and each
of them singly, to sign for him and in his name in the capacities indicated
below any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, and he hereby ratifies and confirms his
signature as it may be signed by said attorneys, or any of them, to any and all
such amendments.

Signature               Capacity in Which Signed        Date

                            
/s/ Ben Lipps
Ben Lipps               Chief Executive Officer,        July 28, 1995
                        President, Chief Operating
                        Officer and Director
                        (principal executive officer)

/s/ Heinz Schmidt
Heinz Schmidt           Vice President-Finance and      July 28, 1995  
                        Treasurer (principal   
                        financial officer and
                        principal accounting officer)

/s/ Gerd Krick
Gerd Krick              Chairman of the Board           July 28, 1995
                        and Director

/s/ Francis Baker
Francis Baker           Director                        July 28, 1995 

/s/ Robert Ehrlich
Robert Ehrlich          Director                        July 28, 1995

/s/ James Marten
James Marten            Director                        July 28, 1995 

/s/ Mathias Klingler  
Mathias Klingler        Director                        July 28, 1995

/s/ Ulrich Wagner
Ulrich Wagner           Director                        July 28, 1995 

                                   
                                   Page 7

                                 EXHIBIT INDEX

            Number      Title of Exhibit                           Page

               4        1993 Stock Option Plan for Non-              9 
                        Employee Directors

               5        Opinion of Ropes & Gray                     15

            23.1        Consent of KPMG Peat Marwick LLP            16

            23.2        Consent of Ropes & Gray (contained in       15
                        the opinion filed as Exhibit 5 to
                        this Registration Statement)

              24        Powers of Attorney (included on page         7
                        7 of this Registration Statement
                        under the caption "Power of
                        Attorney")

                                      Page 8