As filed with the Securities & Exchange Commission on June 18, 1999
                                                      Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                             _________________________
                                    FORM S-8
                              REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             _________________________
                        THE DUN & BRADSTREET CORPORATION
              (Exact name of Registrant as specified in its charter)

               Delaware                              13-3998945
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)
                      The Dun & Bradstreet Corporation
                            One Diamond Hill Road
                            Murray Hill, NJ 07974
  (Address, including zip code, of Registrant's principal executive office)

                     THE 1998 DUN & BRADSTREET CORPORATION
                      KEY EMPLOYEES' STOCK INCENTIVE PLAN
                           (Full title of the Plan)
                           _________________________
                               Nancy L. Henry
                Senior Vice President and Chief Legal Counsel
                      The Dun & Bradstreet 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:
                            Joel S. Hoffman, 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(a)        16,500,000        $34.4375<F2>   $568,218,750<F2>    $157,964.81<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 average high and low price of the Common
     Stock reported on the New York Stock Exchange on June 11, 1999.
</TABLE>

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
     The following documents filed by The Dun & Bradstreet Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998 (file no. 1-14037).

          (b)  The Company's Quarterly Report on Form 10-Q filed on May 4,
               1999 (file no. 1-14037).

          (c)  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 on June 18, 1998 (the "Form 10/A-2
               Registration Statement").

          (d)  The description of the Company's Preferred Share Purchase
               Rights contained in the Company's Registration Statement on
               Form 8-A filed on June 18, 1998.

     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.

Item 5. Interests of Named Experts and Counsel

     The validity of the securities offered hereby has been passed upon by
Nancy L. Henry, Senior Vice President and Chief Legal Counsel of the Company.
Ms. Henry owns Common Stock and options to purchase Common Stock granted
under the 1998 Dun & Bradstreet Corporation Key Employees' Stock Incentive
Plan.

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




<PAGE>

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.

     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/A-2 Registration Statement).






<PAGE>

     4.2     Amended and restated By-Laws of the Company (incorporated herein
             by reference to Exhibit 3.2 to the Form 10/A-2 Registration
             Statement).
     4.3     Rights Agreement, dated as of June 3, 1998, between the Company
             and First Chicago Trust Company of New York (incorporated herein
             by reference to Exhibit 1 to the Company's Registration
             Statement on Form 8-A filed on June 18, 1998).
     5       Opinion of Nancy L. Henry.
     23.1    Consent of PricewaterhouseCoopers LLP.
     23.2    Consent of Nancy L. Henry (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:

     (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




<PAGE>

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









































<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Murray Hill, State of New Jersey,
on this 18th day of June, 1999.

                                       THE DUN & BRADSTREET CORPORATION
                                               (Registrant)

                                        By  /s/Nancy L. Henry
                                          -----------------------------
                                            Nancy L. Henry
                                            Senior Vice President
                                            and Chief Legal Counsel


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

     Signature                          Title                        Date
     ---------                          -----                        ----
  /s/Volney Taylor
--------------------------   Chairman, Chief Executive Officer    June 18, 1999
     Volney Taylor           and Director (principal executive
                             officer)

/s/Frank S. Sowinski
--------------------------   Senior Vice President and Chief      June 18, 1999
   Frank S. Sowinski         Financial Officer (principal
                             financial officer)

/s/Chester J. Geveda, Jr.
--------------------------   Vice President and Controller        June 18, 1999
 Chester J. Geveda, Jr.      (principal accounting officer)



*   Hall Adams, Jr.          Director                             June 18, 1999
--------------------------
    Hall Adams, Jr.


*Clifford L. Alexander, Jr.  Director                             June 18, 1999
---------------------------
Clifford L. Alexander, Jr.





<PAGE>

*   Mary Johnston Evans      Director                             June 18, 1999
---------------------------
    Mary Johnston Evans


*   Ronald L. Kuehn, Jr.     Director                             June 18, 1999
---------------------------
    Ronald L. Kuehn, Jr.


*   Henry A. McKinnell, Jr.  Director                             June 18, 1999
---------------------------
    Henry A. McKinnell, Jr.


*   Michael R. Quinlan       Director                             June 18, 1999
---------------------------
    Michael R. Quinlan

                                                                  June 18, 1999
    /s/Nancy L. Henry
By  -----------------------
      Attorney-in-Fact























<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/A-2 Registration Statement).

4.2            Amended and Restated By-Laws of the Company (incorporated
               herein by reference to Exhibit 3.2 to the Form 10/A-2
               Registration Statement).

4.3            Rights Agreement, dated as of April 3, 1999, between the
               Company and First Chicago Trust Company of New York
               (incorporated herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form 8-A filed on April
               18, 1999).

5              Opinion of Nancy L. Henry.

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Nancy L. Henry (included in Exhibit 5).

24             Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17257}]
{"company-data": {"conformed-name": "DUN & BRADSTREET CORP /DE/", "cik": "0001059556", "assigned-sic": "8700", "irs-number": "133998945", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81121", "film-number": "99649111"}, "business-address": {"street1": "ONE DIAMOND HILL RD", "street2": "C/O DUN & BRADSTREET", "city": "MURRAY HILL", "state": "NJ", "zip": "07974", "phone": "9086655000"}, "mail-address": {"street1": "ONE DIAMOND HILL RD", "street2": "C/O DUN & BRADSTREET", "city": "MURRAY HILL", "state": "NJ", "zip": "07974"}, "former-company": {"former-conformed-name": "NEW DUN & BRADSTREET CORP", "date-changed": "19980728"}}
As filed with the Securities & Exchange Commission on June 18, 1999
                                                      Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                             _________________________
                                    FORM S-8
                              REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             _________________________
                        THE DUN & BRADSTREET CORPORATION
              (Exact name of Registrant as specified in its charter)

               Delaware                              13-3998945
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)
                      The Dun & Bradstreet Corporation
                            One Diamond Hill Road
                            Murray Hill, NJ 07974
  (Address, including zip code, of Registrant's principal executive office)

                     THE 1998 DUN & BRADSTREET CORPORATION
                      KEY EMPLOYEES' STOCK INCENTIVE PLAN
                           (Full title of the Plan)
                           _________________________
                               Nancy L. Henry
                Senior Vice President and Chief Legal Counsel
                      The Dun & Bradstreet 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:
                            Joel S. Hoffman, 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(a)        16,500,000        $34.4375
$568,218,750
$157,964.81
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 average high and low price of the Common
     Stock reported on the New York Stock Exchange on June 11, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
     The following documents filed by The Dun & Bradstreet Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are hereby incorporated by reference in this
Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998 (file no. 1-14037).

          (b)  The Company's Quarterly Report on Form 10-Q filed on May 4,
               1999 (file no. 1-14037).

          (c)  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 on June 18, 1998 (the "Form 10/A-2
               Registration Statement").

          (d)  The description of the Company's Preferred Share Purchase
               Rights contained in the Company's Registration Statement on
               Form 8-A filed on June 18, 1998.

     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.

Item 5. Interests of Named Experts and Counsel

     The validity of the securities offered hereby has been passed upon by
Nancy L. Henry, Senior Vice President and Chief Legal Counsel of the Company.
Ms. Henry owns Common Stock and options to purchase Common Stock granted
under the 1998 Dun & Bradstreet Corporation Key Employees' Stock Incentive
Plan.

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.

     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/A-2 Registration Statement).
4.2     Amended and restated By-Laws of the Company (incorporated herein
             by reference to Exhibit 3.2 to the Form 10/A-2 Registration
             Statement).
     4.3     Rights Agreement, dated as of June 3, 1998, between the Company
             and First Chicago Trust Company of New York (incorporated herein
             by reference to Exhibit 1 to the Company's Registration
             Statement on Form 8-A filed on June 18, 1998).
     5       Opinion of Nancy L. Henry.
     23.1    Consent of PricewaterhouseCoopers LLP.
     23.2    Consent of Nancy L. Henry (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:

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

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

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

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

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

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Murray Hill, State of New Jersey,
on this 18th day of June, 1999.

                                       THE DUN & BRADSTREET CORPORATION
                                               (Registrant)

                                        By  /s/Nancy L. Henry
                                          -----------------------------
                                            Nancy L. Henry
                                            Senior Vice President
                                            and Chief Legal Counsel

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

     Signature                          Title                        Date
     ---------                          -----                        ----
  /s/Volney Taylor
--------------------------   Chairman, Chief Executive Officer    June 18, 1999
     Volney Taylor           and Director (principal executive
                             officer)

/s/Frank S. Sowinski
--------------------------   Senior Vice President and Chief      June 18, 1999
   Frank S. Sowinski         Financial Officer (principal
                             financial officer)

/s/Chester J. Geveda, Jr.
--------------------------   Vice President and Controller        June 18, 1999
 Chester J. Geveda, Jr.      (principal accounting officer)

*   Hall Adams, Jr.          Director                             June 18, 1999
--------------------------
    Hall Adams, Jr.

*Clifford L. Alexander, Jr.  Director                             June 18, 1999
---------------------------
Clifford L. Alexander, Jr.
*   Mary Johnston Evans      Director                             June 18, 1999
---------------------------
    Mary Johnston Evans

*   Ronald L. Kuehn, Jr.     Director                             June 18, 1999
---------------------------
    Ronald L. Kuehn, Jr.

*   Henry A. McKinnell, Jr.  Director                             June 18, 1999
---------------------------
    Henry A. McKinnell, Jr.

*   Michael R. Quinlan       Director                             June 18, 1999
---------------------------
    Michael R. Quinlan

                                                                  June 18, 1999
    /s/Nancy L. Henry
By  -----------------------
      Attorney-in-Fact
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/A-2 Registration Statement).

4.2            Amended and Restated By-Laws of the Company (incorporated
               herein by reference to Exhibit 3.2 to the Form 10/A-2
               Registration Statement).

4.3            Rights Agreement, dated as of April 3, 1999, between the
               Company and First Chicago Trust Company of New York
               (incorporated herein by reference to Exhibit 1 to the
               Company's Registration Statement on Form 8-A filed on April
               18, 1999).

5              Opinion of Nancy L. Henry.

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Nancy L. Henry (included in Exhibit 5).

24             Power of Attorney.