<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996

                                                       REGISTRATION NO. 333-____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              ACNIELSEN CORPORATION
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                                  <C>
                         DELAWARE                                                   06-1454128
(State or other jurisdiction of incorporation or organization)       (I.R.S. Employer Identification Number)
</TABLE>


                                177 BROAD STREET
                               STAMFORD, CT 06901
    (Address, including zip code, of Registrant's principal executive office)

                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
                            (Full title of the Plan)
                         -------------------------------
                                 EARL H. DOPPELT
                            EXECUTIVE VICE PRESIDENT
                               AND GENERAL COUNSEL
                                177 BROAD STREET
                               STAMFORD, CT 06901
                                 (203) 961-3000
 (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
                                                AMOUNT TO      MAXIMUM             MAXIMUM          AMOUNT OF
                                                   BE       OFFERING PRICE        AGGREGATE       REGISTRATION
       TITLE OF SECURITIES TO BE REGISTERED    REGISTERED    PER SHARE(A)    OFFERING PRICE (A)      FEE (A)
--------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>              <C>                 <C>
Common Stock, $.01 par value per share          600,000         $7.03            $4,218,000          $1,278
==============================================================================================================
</TABLE>

(a)   Pursuant to Rule 457(h)(i) 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 book value per share.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. Incorporation of Documents by Reference

      The Registration Statement on Form 10, as amended, previously filed by
ACNielsen 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"), is hereby incorporated by
reference in this Registration Statement.

      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

      None.

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 Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers to the fullest extent permitted
by the laws of the State of Delaware. The Company's Restated Certificate of
Incorporation also provides that a director of the Company shall not be 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.

                                        1
<PAGE>   3
      The indemnification rights conferred by the Restated 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 will 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 (filed as
             Exhibit 3.1 to the Company's Registration Statement on Form 10,
             File No. 001-12277 (the "Form 10") and incorporated herein by
             reference).

      4.2    Amended and Restated By-laws of the Company (filed as Exhibit 3.2
             to the Form 10 and incorporated herein by reference).

      5.     Opinion of Simpson Thacher & Bartlett

      23.1   Consent of Coopers & Lybrand LLP

      23.2   Consent of Simpson Thacher & Bartlett (included in Exhibit 5)

      24     Power of Attorney (included on the signature pages of this
             Registration Statement)

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.

                                        2
<PAGE>   4
(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.

                                        3
<PAGE>   5
                                   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 Stamford, State of Connecticut, on this 14th day of
October, 1996.

                                      ACNIELSEN CORPORATION
                                          (Registrant)


                                      By /s/ Earl H. Doppelt
                                         -------------------------------------
                                         Earl H. Doppelt
                                         Executive Vice President
                                           and General Counsel


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Earl H. Doppelt, Harris Black and Ellenore
O'Hanrahan, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully 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 date indicated.

<TABLE>
<CAPTION>
               SIGNATURE                                 TITLE                                DATE
               ---------                                 -----                                ----
<S>                                      <C>                                            <C>
                                         Chairman, Chief Executive Officer and          October 14, 1996
/s/ Nicholas L. Trivisonno               Director (principal executive officer)
--------------------------------------
      Nicholas L. Trivisonno

                                         Executive Vice President and Chief             October 14, 1996
/s/ Robert J. Chrenc                     Financial Officer (principal financial and
--------------------------------------   accounting officer)
      Robert J. Chrenc

                                         Director                                       October 14, 1996
/s/ Robert J. Lievense
--------------------------------------
      Robert J. Lievense
</TABLE>

                                        4
<PAGE>   6
                                         Director               October 14, 1996
/s/ Michael P. Connors
--------------------------------------
      Michael P. Connors


                                        5
<PAGE>   7
                                INDEX TO EXHIBITS

Exhibit                            Description                     Sequentially
Number                                                             Numbered Page

4.1          Restated Certificate of Incorporation of the
             Company (filed as Exhibit 3.1 to the Company's
             Registration Statement on Form 10, File No.
             001-12277 (the "Form 10") and incorporated
             herein by reference).

4.2          Amended and Restated By-laws of the Company
             (filed as Exhibit 3.2 to the Form 10 and
             incorporated herein by reference).

5.           Opinion of Simpson Thacher & Bartlett

23.1         Consent of Coopers & Lybrand LLP

23.2         Consent of Simpson Thacher & Bartlett (included
             in Exhibit 5)

24           Power of Attorney (included on the signature
             pages of this Registration Statement)


                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16890}]
{"company-data": {"conformed-name": "ACNIELSEN CORP", "cik": "0001019878", "assigned-sic": "8700", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14085", "film-number": "96643183"}, "business-address": {"street1": "177 BROAD STREET", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2038344200"}, "mail-address": {"street1": "187 DANBURY RD", "city": "WINTON", "state": "CT", "zip": "06897"}}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996

                                                       REGISTRATION NO. 333-____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              ACNIELSEN CORPORATION
             (Exact name of Registrant as specified in its charter)
DELAWARE                                                   06-1454128
(State or other jurisdiction of incorporation or organization)       (I.R.S. Employer Identification Number)
177 BROAD STREET
                               STAMFORD, CT 06901
    (Address, including zip code, of Registrant's principal executive office)

                              ACNIELSEN CORPORATION
                                  SAVINGS PLAN
                            (Full title of the Plan)
                         -------------------------------
                                 EARL H. DOPPELT
                            EXECUTIVE VICE PRESIDENT
                               AND GENERAL COUNSEL
                                177 BROAD STREET
                               STAMFORD, CT 06901
                                 (203) 961-3000
 (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
                                                AMOUNT TO      MAXIMUM             MAXIMUM          AMOUNT OF
                                                   BE       OFFERING PRICE        AGGREGATE       REGISTRATION
       TITLE OF SECURITIES TO BE REGISTERED    REGISTERED    PER SHARE(A)    OFFERING PRICE (A)      FEE (A)
--------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share          600,000         $7.03            $4,218,000          $1,278
==============================================================================================================
(a)   Pursuant to Rule 457(h)(i) 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 book value per share.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference

      The Registration Statement on Form 10, as amended, previously filed by
ACNielsen 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"), is hereby incorporated by
reference in this Registration Statement.

      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

      None.

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 Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers to the fullest extent permitted
by the laws of the State of Delaware. The Company's Restated Certificate of
Incorporation also provides that a director of the Company shall not be 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.

                                        1
3
      The indemnification rights conferred by the Restated 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 will 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 (filed as
             Exhibit 3.1 to the Company's Registration Statement on Form 10,
             File No. 001-12277 (the "Form 10") and incorporated herein by
             reference).

      4.2    Amended and Restated By-laws of the Company (filed as Exhibit 3.2
             to the Form 10 and incorporated herein by reference).

      5.     Opinion of Simpson Thacher & Bartlett

      23.1   Consent of Coopers & Lybrand LLP

      23.2   Consent of Simpson Thacher & Bartlett (included in Exhibit 5)

      24     Power of Attorney (included on the signature pages of this
             Registration Statement)

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.

                                        2
4
(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.

                                        3
5
                                   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 Stamford, State of Connecticut, on this 14th day of
October, 1996.

                                      ACNIELSEN CORPORATION
                                          (Registrant)

                                      By /s/ Earl H. Doppelt
                                         -------------------------------------
                                         Earl H. Doppelt
                                         Executive Vice President
                                           and General Counsel

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Earl H. Doppelt, Harris Black and Ellenore
O'Hanrahan, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully 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 date indicated.
SIGNATURE                                 TITLE                                DATE
               ---------                                 -----                                ----
Chairman, Chief Executive Officer and          October 14, 1996
/s/ Nicholas L. Trivisonno               Director (principal executive officer)
--------------------------------------
      Nicholas L. Trivisonno

                                         Executive Vice President and Chief             October 14, 1996
/s/ Robert J. Chrenc                     Financial Officer (principal financial and
--------------------------------------   accounting officer)
      Robert J. Chrenc

                                         Director                                       October 14, 1996
/s/ Robert J. Lievense
--------------------------------------
      Robert J. Lievense
4
6
                                         Director               October 14, 1996
/s/ Michael P. Connors
--------------------------------------
      Michael P. Connors

                                        5
7
                                INDEX TO EXHIBITS

Exhibit                            Description                     Sequentially
Number                                                             Numbered Page

4.1          Restated Certificate of Incorporation of the
             Company (filed as Exhibit 3.1 to the Company's
             Registration Statement on Form 10, File No.
             001-12277 (the "Form 10") and incorporated
             herein by reference).

4.2          Amended and Restated By-laws of the Company
             (filed as Exhibit 3.2 to the Form 10 and
             incorporated herein by reference).

5.           Opinion of Simpson Thacher & Bartlett

23.1         Consent of Coopers & Lybrand LLP

23.2         Consent of Simpson Thacher & Bartlett (included
             in Exhibit 5)

24           Power of Attorney (included on the signature
             pages of this Registration Statement)

                                        6