As filed with the Securities and Exchange Commission
                          on January 31, 2000

                                   Registration No. 333-_______________


                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549


                               FORM S-8

                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933


                     URBAN SHOPPING CENTERS, INC.
        ------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)

                               Maryland
                       (State of Incorporation)

                              36-3886885
                 (I.R.S. Employer Identification No.)

900 North Michigan Avenue, Suite 1500, Chicago, Illinois      60611
(Address of Principal Executive Offices)                   (Zip Code)

                        URBAN SHOPPING CENTERS
                     1999 INCENTIVE STOCK PROGRAM
                     ----------------------------
                       (Full Title of the Plan)


                          Matthew S. Dominski
                       900 North Michigan Avenue
                              Suite 1500
                       Chicago, Illinois  60611
                (Name and Address of Agent for Service)

                            (312) 915-2000
     (Telephone Number, including Area Code, of Agent for Service)

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

                    CALCULATION OF REGISTRATION FEE

                                 PROPOSED      PROPOSED
                    AMOUNT        MAXIMUM       MAXIMUM
TITLE OF             TO BE       OFFERING      AGGREGATE     AMOUNT OF
SECURITIES TO     REGISTERED     PRICE PER     OFFERING      REGISTRA-
BE REGISTERED         (1)        SHARE (2)     PRICE (2)     TION FEE
-------------     ----------     ---------     ---------     ---------

Common Stock,
par value           620,000
$.01 per share      Shares       $28.4375     $17,631,250     $4,655

     (1)   Also registered hereby are an indeterminate number of
additional shares that may become issuable pursuant to the anti-dilution
provisions of the plan.

     (2)   In accordance with Rule 457(h)(1), the offering price was
computed upon the basis of the average of the high and low sale price of
the shares reported on the New York Stock Exchange on January 25, 2000.


<PAGE>


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by Urban
Shopping Centers, Inc. with the Securities and Exchange Commission, are
incorporated herein by reference:

     (a)   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

     (b)   The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1999, June 30, 1999 and September 30,
1999.

     (c)   The Registrant's Current Reports on Form 8-K filed on May 11,
1999, June 16, 1999, October 4, 1999 and November 30, 1999.

     (d)   The description of the Registrant's common stock, par value
$.01 per share, included in the Registrant's Registration Statement on Form
8-A.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Maryland law permits a Maryland corporation to include in its charter
a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (i) actual receipt of an improper benefit or profit in
money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.
The Registrant's Charter contains a provision which limits that liability
to the maximum extent permitted by Maryland law.

     Maryland law requires a corporation (unless its charter provides
otherwise, which the Registrant's Charter does not) to indemnify its
directors and officers who have been successful, on the merits or
otherwise, in the defense of any proceeding to which they are made a party
by reason of their service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (i) the act or
omission of the director or officer was material to the matter giving rise


<PAGE>


to the proceeding and (a) was committed in bad faith or (b) was the result
of active and deliberate dishonesty, (ii) the director or officer actually
received an improper personal benefit in money, property or services or
(iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
a Maryland corporation may not indemnify for an adverse judgment in a suit
by or in the right of the corporation. Maryland law permits the Registrant
to advance reasonable expenses to a director or officer upon the
Registrant's receipt of (i) a written affirmation by the director or
officer of his or her good faith belief that he or she has met the standard
of conduct necessary for indemnification by the Registrant as authorized by
the Registrant's Charter and (ii) a written statement by or on his or her
behalf to repay the amount paid or reimbursed by the Registrant if it is
ultimately determined that the director or officer did not meet the
standard of conduct.

     The Registrant's directors and officers are and will be indemnified
under the Registrant's Charter against certain liabilities. The
Registrant's Charter requires it to indemnify its directors and officers,
among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (i) the act or
omission of the director or officer was material to the matter giving rise
to the proceeding and (a) was committed in bad faith or (b) was the result
of active and deliberate dishonesty, (ii) the director or officer actually
received an improper personal benefit or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that
the act or omission was unlawful.

     The partnership agreement of Urban Shopping Centers, L.P. provides
for indemnification of the Registrant and its directors and officers to the
same extent as the Registrant's Charter provides for indemnification of the
Registrant's directors and officers, and it limits the liability of the
Registrant and its directors and officers to Urban Shopping Centers, L.P.
and its partners to the same extent as the Registrant's Charter limits the
liability of the directors and officers of the Registrant to the Registrant
and its stockholders.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.  EXHIBITS.

     See Index to Exhibits which is incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (a)   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;



<PAGE>


           (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; notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;

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

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

     (b)   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.

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

     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 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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


<PAGE>


                           POWER OF ATTORNEY


     KNOW ALL PEOPLE BY THESE PRESENTS, that each of Urban Shopping
Centers, Inc., a Maryland corporation, and each of the undersigned
directors and officers of Urban Shopping Centers, Inc., hereby constitutes
and appoints Matthew S. Dominski, Adam S. Metz and Michael G. Hilborn its,
his or her true and lawful attorneys-in-fact and agents, for it, him or her
and in its, his or her name, place and stead, in any and all capacities,
with full power to act alone, to sign any and all amendments to this
Registration Statement, and any registration statement to register
additional securities pursuant to Rule 462 under the Securities Act of
1933, and to file each such document with all exhibits thereto, and any and
all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts
and things requisite or necessary to be done in and about the premises, as
fully and to all intents and purposes as it, he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue
hereof.



<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 Chicago, State of Illinois on
January 31, 2000.

                            URBAN SHOPPING CENTERS, INC.


                            By:   /s/ Michael G. Hilborn
                                  ------------------------------
                                  Michael G. Hilborn
                                  Senior Vice President,
                                  General Counsel and
                                  Corporate Secretary


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


Name                       Title                     Date
-------------------------------------------------------------------------

/s/ Matthew C. Dominski    Matthew S. Dominski       January 31, 2000
------------------------   President, Chief
                           Executive Officer
                           and Director
                           (Principal Executive
                           Officer)

/s/ Adam S. Metz
------------------------   Adam S. Metz              January 31, 2000
                           Executive Vice
                           President, Treasurer
                           and Chief Financial
                           Officer (Principal
                           Accounting and
                           Financial Officer)

/s/ Neil G. Bluhm          Neil G. Bluhm             January 31, 2000
------------------------   Director

/s/ Judd D. Malkin         Judd D. Malkin            January 31, 2000
------------------------   Director

/s/ James B. Digney        James B. Digney           January 31, 2000
------------------------   Director

/s/ Susan Getzendanner     Susan Getzendanner        January 31, 2000
------------------------   Director

/s/ John E. Neal           John E. Neal              January 31, 2000
------------------------   Director

/s/ Phillip B. Rooney      Phillip B. Rooney         January 31, 2000
------------------------   Director

/s/ John G. Schreiber      John G. Schreiber         January 31, 2000
------------------------   Director

/s/ Henry T. Segerstrom    Henry T. Segerstrom       January 31, 2000
------------------------   Director



<PAGE>


                           INDEX TO EXHIBITS



Exhibit                    Document Description
-------                    --------------------

   5                       Opinion of Mayer, Brown & Platt as to
                           the legality of the securities offered

  23.1                     Consent of KPMG LLP

  23.2                     Consent of Mayer, Brown & Platt
                           (included in its opinion filed as
                           Exhibit 5 hereto)

  24                       Power of Attorney (included at page 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16551}]
{"company-data": {"conformed-name": "URBAN SHOPPING CENTERS INC", "cik": "0000907077", "assigned-sic": "6798", "irs-number": "363886885", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95769", "film-number": "518188"}, "business-address": {"street1": "900 NORTH MICHIGAN AVE", "street2": "STE 1500", "city": "CHICAGO", "state": "IL", "zip": "60611", "phone": "3129152000"}, "mail-address": {"street1": "900 N MICHIGAN AVE", "city": "CHICAGO", "state": "IL", "zip": "60611"}}
As filed with the Securities and Exchange Commission
                          on January 31, 2000

                                   Registration No. 333-_______________

                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                               FORM S-8

                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

                     URBAN SHOPPING CENTERS, INC.
        ------------------------------------------------------
        (Exact Name of Registrant as Specified in its Charter)

                               Maryland
                       (State of Incorporation)

                              36-3886885
                 (I.R.S. Employer Identification No.)

900 North Michigan Avenue, Suite 1500, Chicago, Illinois      60611
(Address of Principal Executive Offices)                   (Zip Code)

                        URBAN SHOPPING CENTERS
                     1999 INCENTIVE STOCK PROGRAM
                     ----------------------------
                       (Full Title of the Plan)

                          Matthew S. Dominski
                       900 North Michigan Avenue
                              Suite 1500
                       Chicago, Illinois  60611
                (Name and Address of Agent for Service)

                            (312) 915-2000
     (Telephone Number, including Area Code, of Agent for Service)

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

                    CALCULATION OF REGISTRATION FEE

                                 PROPOSED      PROPOSED
                    AMOUNT        MAXIMUM       MAXIMUM
TITLE OF             TO BE       OFFERING      AGGREGATE     AMOUNT OF
SECURITIES TO     REGISTERED     PRICE PER     OFFERING      REGISTRA-
BE REGISTERED         (1)        SHARE (2)     PRICE (2)     TION FEE
-------------     ----------     ---------     ---------     ---------

Common Stock,
par value           620,000
$.01 per share      Shares       $28.4375     $17,631,250     $4,655

     (1)   Also registered hereby are an indeterminate number of
additional shares that may become issuable pursuant to the anti-dilution
provisions of the plan.

     (2)   In accordance with Rule 457(h)(1), the offering price was
computed upon the basis of the average of the high and low sale price of
the shares reported on the New York Stock Exchange on January 25, 2000.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by Urban
Shopping Centers, Inc. with the Securities and Exchange Commission, are
incorporated herein by reference:

     (a)   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

     (b)   The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1999, June 30, 1999 and September 30,
1999.

     (c)   The Registrant's Current Reports on Form 8-K filed on May 11,
1999, June 16, 1999, October 4, 1999 and November 30, 1999.

     (d)   The description of the Registrant's common stock, par value
$.01 per share, included in the Registrant's Registration Statement on Form
8-A.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Maryland law permits a Maryland corporation to include in its charter
a provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (i) actual receipt of an improper benefit or profit in
money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.
The Registrant's Charter contains a provision which limits that liability
to the maximum extent permitted by Maryland law.

     Maryland law requires a corporation (unless its charter provides
otherwise, which the Registrant's Charter does not) to indemnify its
directors and officers who have been successful, on the merits or
otherwise, in the defense of any proceeding to which they are made a party
by reason of their service in that capacity. Maryland law permits a
corporation to indemnify its present and former directors and officers,
among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (i) the act or
omission of the director or officer was material to the matter giving rise
to the proceeding and (a) was committed in bad faith or (b) was the result
of active and deliberate dishonesty, (ii) the director or officer actually
received an improper personal benefit in money, property or services or
(iii) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful. However,
a Maryland corporation may not indemnify for an adverse judgment in a suit
by or in the right of the corporation. Maryland law permits the Registrant
to advance reasonable expenses to a director or officer upon the
Registrant's receipt of (i) a written affirmation by the director or
officer of his or her good faith belief that he or she has met the standard
of conduct necessary for indemnification by the Registrant as authorized by
the Registrant's Charter and (ii) a written statement by or on his or her
behalf to repay the amount paid or reimbursed by the Registrant if it is
ultimately determined that the director or officer did not meet the
standard of conduct.

     The Registrant's directors and officers are and will be indemnified
under the Registrant's Charter against certain liabilities. The
Registrant's Charter requires it to indemnify its directors and officers,
among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (i) the act or
omission of the director or officer was material to the matter giving rise
to the proceeding and (a) was committed in bad faith or (b) was the result
of active and deliberate dishonesty, (ii) the director or officer actually
received an improper personal benefit or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that
the act or omission was unlawful.

     The partnership agreement of Urban Shopping Centers, L.P. provides
for indemnification of the Registrant and its directors and officers to the
same extent as the Registrant's Charter provides for indemnification of the
Registrant's directors and officers, and it limits the liability of the
Registrant and its directors and officers to Urban Shopping Centers, L.P.
and its partners to the same extent as the Registrant's Charter limits the
liability of the directors and officers of the Registrant to the Registrant
and its stockholders.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Index to Exhibits which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (a)   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; notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;

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

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

     (b)   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.

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

     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 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.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY

     KNOW ALL PEOPLE BY THESE PRESENTS, that each of Urban Shopping
Centers, Inc., a Maryland corporation, and each of the undersigned
directors and officers of Urban Shopping Centers, Inc., hereby constitutes
and appoints Matthew S. Dominski, Adam S. Metz and Michael G. Hilborn its,
his or her true and lawful attorneys-in-fact and agents, for it, him or her
and in its, his or her name, place and stead, in any and all capacities,
with full power to act alone, to sign any and all amendments to this
Registration Statement, and any registration statement to register
additional securities pursuant to Rule 462 under the Securities Act of
1933, and to file each such document with all exhibits thereto, and any and
all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts
and things requisite or necessary to be done in and about the premises, as
fully and to all intents and purposes as it, he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
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 Chicago, State of Illinois on
January 31, 2000.

                            URBAN SHOPPING CENTERS, INC.

                            By:   /s/ Michael G. Hilborn
                                  ------------------------------
                                  Michael G. Hilborn
                                  Senior Vice President,
                                  General Counsel and
                                  Corporate Secretary

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

Name                       Title                     Date
-------------------------------------------------------------------------

/s/ Matthew C. Dominski    Matthew S. Dominski       January 31, 2000
------------------------   President, Chief
                           Executive Officer
                           and Director
                           (Principal Executive
                           Officer)

/s/ Adam S. Metz
------------------------   Adam S. Metz              January 31, 2000
                           Executive Vice
                           President, Treasurer
                           and Chief Financial
                           Officer (Principal
                           Accounting and
                           Financial Officer)

/s/ Neil G. Bluhm          Neil G. Bluhm             January 31, 2000
------------------------   Director

/s/ Judd D. Malkin         Judd D. Malkin            January 31, 2000
------------------------   Director

/s/ James B. Digney        James B. Digney           January 31, 2000
------------------------   Director

/s/ Susan Getzendanner     Susan Getzendanner        January 31, 2000
------------------------   Director

/s/ John E. Neal           John E. Neal              January 31, 2000
------------------------   Director

/s/ Phillip B. Rooney      Phillip B. Rooney         January 31, 2000
------------------------   Director

/s/ John G. Schreiber      John G. Schreiber         January 31, 2000
------------------------   Director

/s/ Henry T. Segerstrom    Henry T. Segerstrom       January 31, 2000
------------------------   Director
INDEX TO EXHIBITS

Exhibit                    Document Description
-------                    --------------------

   5                       Opinion of Mayer, Brown & Platt as to
                           the legality of the securities offered

  23.1                     Consent of KPMG LLP

  23.2                     Consent of Mayer, Brown & Platt
                           (included in its opinion filed as
                           Exhibit 5 hereto)

  24                       Power of Attorney (included at page 5)