As filed with the Securities and Exchange Commission on April 14, 1997
                                Registration No. 333-
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                  -----------------------------------
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
               ----------------------------------------
                 GENERAL EMPLOYMENT ENTERPRISES, INC.
        (Exact name of registrant as specified in its charter)

        ILLINOIS                                 36-6097429
(State or other jurisdiction of               (I.R.S. employer
incorporation or organization)               identification no.)

                  Oakbrook Terrace Tower, Suite 2100
                   Oakbrook Terrace, Illinois 60181
     (Address of principal executive offices, including zip code)

                 GENERAL EMPLOYMENT ENTERPRISES, INC.
                        1997 STOCK OPTION PLAN
                       (Full title of the plan)

                           HERBERT F. IMHOFF
           Chairman of the Board and Chief Executive Officer
                 General Employment Enterprises, Inc.
                  Oakbrook Terrace Tower, Suite 2100
                   Oakbrook Terrace, Illinois 60181
                (Name and address of agent for service)

                            (630) 954-0400
     (Telephone number, including area code, of agent for service)

                            With a copy to:
                         LINDA JEFFRIES WIGHT
                         Schiff Hardin & Waite
                           7200 Sears Tower
                        Chicago, Illinois 60606
                            (312) 258-5619
                  ----------------------------------
<PAGE> 2
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
=========================================================================================================

                                                       Proposed         Proposed
                                                        maximum          maximum
 Title of Securities to be             Amount       offering price      aggregate           Amount of
        Registered                      to be          per share     offering price     registration fee
                                     registered           (1)              (1)                (1)
<S>                                 <C>                <C>           <C>                   <C>
Common Stock, no par value(1)          250,000            $9.25         $2,312,500            $701
Preferred Stock Purchase Rights
=========================================================================================================
</TABLE>

(1)    Estimated solely for the purpose of calculating the registration
       fee pursuant to Rule 457(h) and 457(c) under the Securities Act of
       1933, as amended, based on $9.25 per share, the average of the
       high and low sales prices of the Common Stock on April 8, 1997 as
       reported on the consolidated reporting system.  The value
       attributable to the Preferred Stock Purchase Rights is reflected
       in the value attributable to the Common Stock.

<PAGE> 3
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been filed by General Employment
Enterprises, Inc. (the "Registrant") are incorporated herein by
reference:

     (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended September 30, 1996;

     (b)  The Registrant's Quarterly Report on Form 10-QSB for the quarterly
          period ended December 31, 1996; and

     (c)  The description of the Registrant's Common Stock, no par value
          contained in the Registrant's Registration Statement on Form S-1,
          filed with the Securities and Exchange Commission (the
          "Commission") on March 3, 1967, under the Securities Act of 1933,
          and in the Registration Statement filed on Form 8-A filed with the
          Commission on February 21, 1990 under Section 12 of the Securities
          Exchange Act of 1934, including any amendments or reports filed
          for the purpose of updating such description.

     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, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

     Any statement contained herein or in a document incorporated by
reference 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 such statement is modified or superseded by
any other subsequently filed document which is incorporated or is deemed
to be incorporated by reference herein.  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 applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

<PAGE> 4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 8.75 of the Illinois Business Corporation Act of 1983 permits
indemnification of directors, employees and agents of corporations under
certain conditions and subject to certain limitations.  Article VII of
the By-Laws of the Registrant ("Article VII") provides that each person
who was or is a party to, or has threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director or officer of the corporation, or
that he or she was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, will be indemnified by the Registrant, to the
fullest extent authorized by the Illinois Business Corporation Act of
1983, as currently in effect, against all 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.  Article VII provides that the rights conferred thereby
are contract rights between the Registrant and each Director or Officer
serving in each such capacity, and any repeal or modification of Article
VII shall not affect any rights or obligations thereunder with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole
or in part upon any such state of facts.  Article VII provides that the
Registrant may, by action of the Board of Directors, provide
indemnification to its employees or agents of the Registrant, or those
who are serving at the request of the Registrant as employees or agents
of another corporation, partnership, joint venture, trust or other
enterprise; provided, however, that to the extent such employee or agent
has succeeded on the merits or otherwise in the defense of any action,
suit or proceeding to which he or she was made a party by reason of his
or her status as an employee or agent acting in the above-described
capacity, or in defense of any claim, issue or matter therein, the
Registrant shall indemnify such employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

     The Registrant has insurance which, subject to certain policy limits,
deductible amounts and exclusions, insures directors and officers of the
Registrant for liabilities incurred as a result of acts committed in
their capacity as directors and officers or claims made against them by
reason of their status as directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

<PAGE> 5

ITEM 8.  EXHIBITS.

     The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement
on page 6 hereof.

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;

          (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 registration statement is on Form S-3, Form S-8 or Form F-3, and
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.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

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

<PAGE> 6

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.

     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.

                              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 Oakbrook Terrace,
State of Illinois, on this 24th day of February, 1997.

                           GENERAL EMPLOYMENT ENTERPRISES, INC.

                           By:  /s/ Herbert F. Imhoff
                                 ------------------------------
                                    Herbert F. Imhoff
                                    Chairman of the Board
                                    and Chief Executive Officer

<PAGE> 7

                           POWER OF ATTORNEY

     Each person whose signature appears below appoints Herbert F. Imhoff
and Herbert F. Imhoff, Jr. or either of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to file,
any amendments to this registration statement that either of such
attorneys will deem necessary or desirable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission
with respect thereto, in connection with the registration of the shares
of Common Stock of the Registrant that are subject to this registration
statement, which amendments may make such changes in such registration
statement as either of the above-named attorneys deems appropriate, and
to comply with the undertakings of the Registrant made in connection with
this registration statement; and each of the undersigned hereby ratifies
all that either of said attorneys will do or cause to be done by virtue
hereof.

     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 dates indicated.

  Signature                    Title              Date
  ---------                    -----              ----

 /s/ Herbert F. Imhoff        Director,           February 24, 1997
----------------------        Chairman of the
     Herbert F. Imhoff        Board, and Chief
                              Executive Officer
                              (Principal Executive
                              Officer)

/s/ Kent M. Yauch             Chief Financial     February 24, 1997
----------------------        Officer and
    Kent M. Yauch             Treasurer
                              (Principal Financial
                              and Accounting
                              Officer)

<PAGE> 8

  Signature                    Title              Date
  ---------                    -----              ----

/s/ Herbert F. Imhoff, Jr.     Director           February 24, 1997
--------------------------
    Herbert F. Imhoff, Jr.

/s/ Sheldon Brottman           Director           February 24, 1997
--------------------------
    Sheldon Brottman

/s/ Leonard Chavin             Director           February 24, 1997
--------------------------
    Leonard Chavin

/s/ Delain G. Danehey          Director           February 24, 1997
--------------------------
    Delain G. Danehey

/s/ Walter T. Kerwin, Jr.      Director           February 24, 1997
--------------------------
    Walter T. Kerwin, Jr.

/s/ Howard S. Wilcox           Director           March 3, 1997
--------------------------
    Howard S. Wilcox

<PAGE> 9
                             EXHIBIT INDEX


EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------

   5             Opinion of Schiff Hardin & Waite

  23.1           Consent of Ernst & Young LLP

  23.2           Consent of Schiff Hardin & Waite
                 (contained in their opinion filed as Exhibit 5)

  24             Powers of Attorney (contained on the signature
                 pages hereto)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16529}]
{"company-data": {"conformed-name": "GENERAL EMPLOYMENT ENTERPRISES INC", "cik": "0000040570", "assigned-sic": "7361", "irs-number": "366097429", "state-of-incorporation": "IL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25129", "film-number": "97579625"}, "business-address": {"street1": "ONE TOWER LANE - STE 2100", "city": "OAKBROOK TERRACE", "state": "IL", "zip": "60181", "phone": "7089540400"}, "mail-address": {"street2": "ONE TOWER LANE SUITE 2100", "city": "OAKBROOK TERRACE", "state": "IL", "zip": "60181"}, "former-company": {"former-conformed-name": "OSHEA CHARLES M CORP", "date-changed": "19670413"}}
As filed with the Securities and Exchange Commission on April 14, 1997
                                Registration No. 333-
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                  -----------------------------------
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
               ----------------------------------------
                 GENERAL EMPLOYMENT ENTERPRISES, INC.
        (Exact name of registrant as specified in its charter)

        ILLINOIS                                 36-6097429
(State or other jurisdiction of               (I.R.S. employer
incorporation or organization)               identification no.)

                  Oakbrook Terrace Tower, Suite 2100
                   Oakbrook Terrace, Illinois 60181
     (Address of principal executive offices, including zip code)

                 GENERAL EMPLOYMENT ENTERPRISES, INC.
                        1997 STOCK OPTION PLAN
                       (Full title of the plan)

                           HERBERT F. IMHOFF
           Chairman of the Board and Chief Executive Officer
                 General Employment Enterprises, Inc.
                  Oakbrook Terrace Tower, Suite 2100
                   Oakbrook Terrace, Illinois 60181
                (Name and address of agent for service)

                            (630) 954-0400
     (Telephone number, including area code, of agent for service)

                            With a copy to:
                         LINDA JEFFRIES WIGHT
                         Schiff Hardin & Waite
                           7200 Sears Tower
                        Chicago, Illinois 60606
                            (312) 258-5619
                  ----------------------------------
2
CALCULATION OF REGISTRATION FEE
=========================================================================================================

                                                       Proposed         Proposed
                                                        maximum          maximum
 Title of Securities to be             Amount       offering price      aggregate           Amount of
        Registered                      to be          per share     offering price     registration fee
                                     registered           (1)              (1)                (1)
Common Stock, no par value(1)          250,000            $9.25         $2,312,500            $701
Preferred Stock Purchase Rights
=========================================================================================================
(1)    Estimated solely for the purpose of calculating the registration
       fee pursuant to Rule 457(h) and 457(c) under the Securities Act of
       1933, as amended, based on $9.25 per share, the average of the
       high and low sales prices of the Common Stock on April 8, 1997 as
       reported on the consolidated reporting system.  The value
       attributable to the Preferred Stock Purchase Rights is reflected
       in the value attributable to the Common Stock.
3
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents which have been filed by General Employment
Enterprises, Inc. (the "Registrant") are incorporated herein by
reference:

     (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
          ended September 30, 1996;

     (b)  The Registrant's Quarterly Report on Form 10-QSB for the quarterly
          period ended December 31, 1996; and

     (c)  The description of the Registrant's Common Stock, no par value
          contained in the Registrant's Registration Statement on Form S-1,
          filed with the Securities and Exchange Commission (the
          "Commission") on March 3, 1967, under the Securities Act of 1933,
          and in the Registration Statement filed on Form 8-A filed with the
          Commission on February 21, 1990 under Section 12 of the Securities
          Exchange Act of 1934, including any amendments or reports filed
          for the purpose of updating such description.

     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, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

     Any statement contained herein or in a document incorporated by
reference 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 such statement is modified or superseded by
any other subsequently filed document which is incorporated or is deemed
to be incorporated by reference herein.  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 applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 8.75 of the Illinois Business Corporation Act of 1983 permits
indemnification of directors, employees and agents of corporations under
certain conditions and subject to certain limitations.  Article VII of
the By-Laws of the Registrant ("Article VII") provides that each person
who was or is a party to, or has threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director or officer of the corporation, or
that he or she was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, will be indemnified by the Registrant, to the
fullest extent authorized by the Illinois Business Corporation Act of
1983, as currently in effect, against all 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.  Article VII provides that the rights conferred thereby
are contract rights between the Registrant and each Director or Officer
serving in each such capacity, and any repeal or modification of Article
VII shall not affect any rights or obligations thereunder with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole
or in part upon any such state of facts.  Article VII provides that the
Registrant may, by action of the Board of Directors, provide
indemnification to its employees or agents of the Registrant, or those
who are serving at the request of the Registrant as employees or agents
of another corporation, partnership, joint venture, trust or other
enterprise; provided, however, that to the extent such employee or agent
has succeeded on the merits or otherwise in the defense of any action,
suit or proceeding to which he or she was made a party by reason of his
or her status as an employee or agent acting in the above-described
capacity, or in defense of any claim, issue or matter therein, the
Registrant shall indemnify such employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

     The Registrant has insurance which, subject to certain policy limits,
deductible amounts and exclusions, insures directors and officers of the
Registrant for liabilities incurred as a result of acts committed in
their capacity as directors and officers or claims made against them by
reason of their status as directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
5

ITEM 8.  EXHIBITS.

     The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement
on page 6 hereof.

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;

          (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 registration statement is on Form S-3, Form S-8 or Form F-3, and
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.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
6

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.

     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.

                              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 Oakbrook Terrace,
State of Illinois, on this 24th day of February, 1997.

                           GENERAL EMPLOYMENT ENTERPRISES, INC.

                           By:  /s/ Herbert F. Imhoff
                                 ------------------------------
                                    Herbert F. Imhoff
                                    Chairman of the Board
                                    and Chief Executive Officer
7

                           POWER OF ATTORNEY

     Each person whose signature appears below appoints Herbert F. Imhoff
and Herbert F. Imhoff, Jr. or either of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to file,
any amendments to this registration statement that either of such
attorneys will deem necessary or desirable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission
with respect thereto, in connection with the registration of the shares
of Common Stock of the Registrant that are subject to this registration
statement, which amendments may make such changes in such registration
statement as either of the above-named attorneys deems appropriate, and
to comply with the undertakings of the Registrant made in connection with
this registration statement; and each of the undersigned hereby ratifies
all that either of said attorneys will do or cause to be done by virtue
hereof.

     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 dates indicated.

  Signature                    Title              Date
  ---------                    -----              ----

 /s/ Herbert F. Imhoff        Director,           February 24, 1997
----------------------        Chairman of the
     Herbert F. Imhoff        Board, and Chief
                              Executive Officer
                              (Principal Executive
                              Officer)

/s/ Kent M. Yauch             Chief Financial     February 24, 1997
----------------------        Officer and
    Kent M. Yauch             Treasurer
                              (Principal Financial
                              and Accounting
                              Officer)
8

  Signature                    Title              Date
  ---------                    -----              ----

/s/ Herbert F. Imhoff, Jr.     Director           February 24, 1997
--------------------------
    Herbert F. Imhoff, Jr.

/s/ Sheldon Brottman           Director           February 24, 1997
--------------------------
    Sheldon Brottman

/s/ Leonard Chavin             Director           February 24, 1997
--------------------------
    Leonard Chavin

/s/ Delain G. Danehey          Director           February 24, 1997
--------------------------
    Delain G. Danehey

/s/ Walter T. Kerwin, Jr.      Director           February 24, 1997
--------------------------
    Walter T. Kerwin, Jr.

/s/ Howard S. Wilcox           Director           March 3, 1997
--------------------------
    Howard S. Wilcox
9
                             EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------

   5             Opinion of Schiff Hardin & Waite

  23.1           Consent of Ernst & Young LLP

  23.2           Consent of Schiff Hardin & Waite
                 (contained in their opinion filed as Exhibit 5)

  24             Powers of Attorney (contained on the signature
                 pages hereto)