REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     -----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                     -----

                          LOUISIANA-PACIFIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  Delaware                               93-0609074
         (STATE OF INCORPORATION)            (IRS EMPLOYER IDENTIFICATION NO.)


                  111 S.W. Fifth Avenue
                  Portland, Oregon                           97204
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)


          LOUISIANA-PACIFIC CORPORATION 1997 INCENTIVE STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)


                             Anton C. Kirchhof, Jr.
                                    Secretary
                          Louisiana-Pacific Corporation
                              111 S.W. Fifth Avenue
                             Portland, Oregon 97204
                            Telephone (503) 221-0800
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                             PROPOSED MAXIMUM          PROPOSED MAXIMUM        
             TITLE OF                 AMOUNT TO BE            OFFERING PRICE              AGGREGATE                AMOUNT OF
    SECURITIES TO BE REGISTERED        REGISTERED               PER SHARE               OFFERING PRICE          REGISTRATION FEE 
<S>                                 <C>                            <C>                  <C>                          <C>         
----------------------------------------------------------------------------------------------------------------------------------
           Common Stock,
    par value $1 per share, and     5,000,000 shares               (1)                  $101,126,841(1)              $29,833
     options and other rights
          related thereto
   ============================== ====================== ========================= ========================== ===================

 (1) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and the registration fee have been computed based on
     the sum of (a) $19,084,831,  which represents the aggregate purchase price of 986,203 shares of common stock ("Common Stock")
     of Louisiana-Pacific Corporation,  subject to outstanding options and (b) $82,042,010, which represents the fair market value
     of 4,013,797  shares of Common Stock as to which  additional  options or other awards may be granted.  The latter  figure was
     calculated  on the basis of the average of the high and low sales  prices,  $20.44,  reported for the Common Stock on the New
     York Stock Exchange-Composite Transactions on May 19, 1998.
</TABLE>

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:


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

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

              (c) The description of the  registrant's  Common Stock included as
              Exhibit 99.1 to the registrant's  Report on Form 8-K dated May 26,
              1998.

              (d) The description of preferred  stock purchase rights  contained
              in the registrant's Registration on Form 8-A filed May 26, 1998.


         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 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  by
reference  herein  and to be 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.
         -----------------------------------------

         Indemnification

         Section 174 of the Delaware  General  Corporation Law ("Law")  provides
that any director against whom a claim shall be successfully asserted under said
section for an unlawful  payment of a dividend or an unlawful  stock purchase or
redemption  shall be entitled to be subrogated to the rights of the  corporation
against  stockholders  who  received  the dividend on, or assets for the sale or
redemption  of,  their stock with  knowledge  that the same was  unlawful.  Said
section also provides that any such director  shall be entitled to  contribution
from the other  directors  who voted for or concurred in the unlawful  dividend,
stock purchase, or redemption.

         The registrant's  certificate of incorporation  and bylaws provide that
the  registrant  shall  indemnify  its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time.  Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
in which he was or is a party or is  threatened  to be made a party by reason of
being or having been such director,  officer, employee, or agent. In addition to
the  indemnification  authorized  by Section  145 of the Law,  the  registrant's
bylaws  provide that the  registrant  shall  indemnify  any natural  person (not
including non-employee lawyers, accountants, actuaries, investment

                                    - II-1 -
<PAGE>

advisers,  or  arbitrators  acting in such  capacity) who is or was serving in a
fiduciary  capacity with respect to one of the registrant's  employee benefit or
welfare plans or who is or was  performing  any service or duty on behalf of the
registrant with respect to such a plan, against all expenses,  judgments, fines,
and amounts paid in settlement  incurred by such person in  connection  with any
action or proceeding  arising out of such service or performance,  to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise  indemnified.  Such  indemnification  shall not be available to any
person who participated in or knowingly  failed to take appropriate  action with
respect to any violation of any  responsibilities  or  obligations  imposed upon
fiduciaries by law, knowing such to be a violation of such  responsibilities  or
obligations.

         Insurance

         The registrant  maintains  directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-5.

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 ("Securities Act");

                        (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;

                        (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) do 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 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
              the Securities  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. 
                                     - II-2 -
<PAGE>

                   (3) To remove from  registration by means of a post-effective
              amendment  any of the  securities  being  registered  that  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,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  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 Securities 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     - II-3 -
<PAGE>

                                   SIGNATURES

The Registrant.
--------------

         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 Portland,  state of Oregon,  on the 27th day of May,
1998.

                              LOUISIANA-PACIFIC CORPORATION
                              (Registrant)


                               By /s/ Curtis M. Stevens
                                  Curtis M. Stevens
                                  Vice President, Treasurer and Chief Financial 
                                  Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 27th day of May, 1998.

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

         (1)  Principal Executive Officer and Director


          MARK A. SUWYN*                 Chairman of the Board, Chief Executive 
                                         Officer and Director

         (2)  Principal Financial and Accounting Officer:


         CURTIS M. STEVENS*              Vice  President,  Treasurer  
                                         and Chief  Financial Officer


         (3)    A majority of the Board of Directors:

         WILLIAM C. BROOKS*                        Director
         ARCHIE W. DUNHAM*                         Director
         PIERRE S. DU PONT IV*                     Director
         BONNIE G. HILL*                           Director
         DONALD R. KAYSER*                         Director
         LEE C. SIMPSON*                           Director

        *By  /s/ Anton C. Kirchhof, Jr.
               Anton C. Kirchhof, Jr.
               Attorney-in-fact

                                     - II-4 -
<PAGE>

                                INDEX TO EXHIBITS


4.1      Articles  Fourth,  Fifth,  Seventh,  Eighth,  Ninth,  and  Tenth of the
         registrant's Restated Certificate of Incorporation, defining the rights
         of holders of Common Stock.  Incorporated  by reference to Exhibit 3(a)
         to the  registrant's  Form 10-Q report for the  quarter  ended June 30,
         1993.

4.2      Article I, Article II,  Sections 2 and 11,  Article IV, Article VII and
         Article X of the registrant's  Bylaws, as amended,  defining the rights
         of holders of Common Stock.  Incorporated  by reference to Exhibit 3 to
         the registrant's Form 10-Q report for the quarter ended March 31, 1998.

4.3      Rights Agreement,  dated as of May 26, 1998, between the registrant and
         First Chicago Trust Company of New York, as Rights Agent, including the
         form of Right  Certificate  as  Exhibit A and the  Summary of Rights to
         Purchase  Preferred  Shares as Exhibit B.  Incorporated by reference to
         Exhibit 1 to the  registrant's  Registration  on Form 8-A filed May 26,
         1998.

5        Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality
         of the securities being registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Arthur Andersen LLP.

23.3     Consent of Miller,  Nash, Wiener,  Hager & Carlsen LLP (included in
         Exhibit 5).

24       Power of attorney of certain officers and directors.

----------

         Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                     - II-5 -
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REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     -----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                     -----

                          LOUISIANA-PACIFIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  Delaware                               93-0609074
         (STATE OF INCORPORATION)            (IRS EMPLOYER IDENTIFICATION NO.)

                  111 S.W. Fifth Avenue
                  Portland, Oregon                           97204
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

          LOUISIANA-PACIFIC CORPORATION 1997 INCENTIVE STOCK AWARD PLAN
                            (FULL TITLE OF THE PLAN)

                             Anton C. Kirchhof, Jr.
                                    Secretary
                          Louisiana-Pacific Corporation
                              111 S.W. Fifth Avenue
                             Portland, Oregon 97204
                            Telephone (503) 221-0800
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                             PROPOSED MAXIMUM          PROPOSED MAXIMUM        
             TITLE OF                 AMOUNT TO BE            OFFERING PRICE              AGGREGATE                AMOUNT OF
    SECURITIES TO BE REGISTERED        REGISTERED               PER SHARE               OFFERING PRICE          REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
           Common Stock,
    par value $1 per share, and     5,000,000 shares               (1)                  $101,126,841(1)              $29,833
     options and other rights
          related thereto
   ============================== ====================== ========================= ========================== ===================

 (1) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and the registration fee have been computed based on
     the sum of (a) $19,084,831,  which represents the aggregate purchase price of 986,203 shares of common stock ("Common Stock")
     of Louisiana-Pacific Corporation,  subject to outstanding options and (b) $82,042,010, which represents the fair market value
     of 4,013,797  shares of Common Stock as to which  additional  options or other awards may be granted.  The latter  figure was
     calculated  on the basis of the average of the high and low sales  prices,  $20.44,  reported for the Common Stock on the New
     York Stock Exchange-Composite Transactions on May 19, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

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

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

              (c) The description of the  registrant's  Common Stock included as
              Exhibit 99.1 to the registrant's  Report on Form 8-K dated May 26,
              1998.

              (d) The description of preferred  stock purchase rights  contained
              in the registrant's Registration on Form 8-A filed May 26, 1998.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 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  by
reference  herein  and to be 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.
         -----------------------------------------

         Indemnification

         Section 174 of the Delaware  General  Corporation Law ("Law")  provides
that any director against whom a claim shall be successfully asserted under said
section for an unlawful  payment of a dividend or an unlawful  stock purchase or
redemption  shall be entitled to be subrogated to the rights of the  corporation
against  stockholders  who  received  the dividend on, or assets for the sale or
redemption  of,  their stock with  knowledge  that the same was  unlawful.  Said
section also provides that any such director  shall be entitled to  contribution
from the other  directors  who voted for or concurred in the unlawful  dividend,
stock purchase, or redemption.

         The registrant's  certificate of incorporation  and bylaws provide that
the  registrant  shall  indemnify  its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time.  Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
in which he was or is a party or is  threatened  to be made a party by reason of
being or having been such director,  officer, employee, or agent. In addition to
the  indemnification  authorized  by Section  145 of the Law,  the  registrant's
bylaws  provide that the  registrant  shall  indemnify  any natural  person (not
including non-employee lawyers, accountants, actuaries, investment

                                    - II-1 -
advisers,  or  arbitrators  acting in such  capacity) who is or was serving in a
fiduciary  capacity with respect to one of the registrant's  employee benefit or
welfare plans or who is or was  performing  any service or duty on behalf of the
registrant with respect to such a plan, against all expenses,  judgments, fines,
and amounts paid in settlement  incurred by such person in  connection  with any
action or proceeding  arising out of such service or performance,  to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise  indemnified.  Such  indemnification  shall not be available to any
person who participated in or knowingly  failed to take appropriate  action with
respect to any violation of any  responsibilities  or  obligations  imposed upon
fiduciaries by law, knowing such to be a violation of such  responsibilities  or
obligations.

         Insurance

         The registrant  maintains  directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-5.

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 ("Securities Act");

                        (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;

                        (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) do 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 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

                   (2) That, for the purpose of determining  any liability under
              the Securities  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. 
                                     - II-2 -
(3) To remove from  registration by means of a post-effective
              amendment  any of the  securities  being  registered  that  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,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  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 Securities 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
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     - II-3 -
SIGNATURES

The Registrant.
--------------

         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 Portland,  state of Oregon,  on the 27th day of May,
1998.

                              LOUISIANA-PACIFIC CORPORATION
                              (Registrant)

                               By /s/ Curtis M. Stevens
                                  Curtis M. Stevens
                                  Vice President, Treasurer and Chief Financial 
                                  Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 27th day of May, 1998.

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

         (1)  Principal Executive Officer and Director

          MARK A. SUWYN*                 Chairman of the Board, Chief Executive 
                                         Officer and Director

         (2)  Principal Financial and Accounting Officer:

         CURTIS M. STEVENS*              Vice  President,  Treasurer  
                                         and Chief  Financial Officer

         (3)    A majority of the Board of Directors:

         WILLIAM C. BROOKS*                        Director
         ARCHIE W. DUNHAM*                         Director
         PIERRE S. DU PONT IV*                     Director
         BONNIE G. HILL*                           Director
         DONALD R. KAYSER*                         Director
         LEE C. SIMPSON*                           Director

        *By  /s/ Anton C. Kirchhof, Jr.
               Anton C. Kirchhof, Jr.
               Attorney-in-fact

                                     - II-4 -
INDEX TO EXHIBITS

4.1      Articles  Fourth,  Fifth,  Seventh,  Eighth,  Ninth,  and  Tenth of the
         registrant's Restated Certificate of Incorporation, defining the rights
         of holders of Common Stock.  Incorporated  by reference to Exhibit 3(a)
         to the  registrant's  Form 10-Q report for the  quarter  ended June 30,
         1993.

4.2      Article I, Article II,  Sections 2 and 11,  Article IV, Article VII and
         Article X of the registrant's  Bylaws, as amended,  defining the rights
         of holders of Common Stock.  Incorporated  by reference to Exhibit 3 to
         the registrant's Form 10-Q report for the quarter ended March 31, 1998.

4.3      Rights Agreement,  dated as of May 26, 1998, between the registrant and
         First Chicago Trust Company of New York, as Rights Agent, including the
         form of Right  Certificate  as  Exhibit A and the  Summary of Rights to
         Purchase  Preferred  Shares as Exhibit B.  Incorporated by reference to
         Exhibit 1 to the  registrant's  Registration  on Form 8-A filed May 26,
         1998.

5        Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality
         of the securities being registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Arthur Andersen LLP.

23.3     Consent of Miller,  Nash, Wiener,  Hager & Carlsen LLP (included in
         Exhibit 5).

24       Power of attorney of certain officers and directors.

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         Other exhibits listed in Item 601 to Regulation S-K are not applicable.

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