<PAGE>

<PAGE>


As filed with the Securities and Exchange Commission on October   , 1998
                                                Registration No.
                                                                 --------------
                                  
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
-------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
                          LILLY CORPORATE CENTER
INDIANA                   INDIANAPOLIS, INDIANA 46285           35-0470950
-------                   ---------------------------           ----------
<S>                    <C>                                       <C>
(State or other        (Address of Principal Executive Offices) (I.R.S. Employer
jurisdiction of        (Zip Code)                               Identification No.)
incorporation or
organization)
</TABLE>

       1998 Lilly Stock Plan, 1994 Lilly Stock Plan, 1989 Lilly Stock Plan

                            (Full Title of the Plan)
                            ------------------------

           Rebecca O. Goss, Senior Vice President and General Counsel
                              Eli Lilly and Company
                             Lilly Corporate Center
                           Indianapolis, Indiana 46285

                     (Name and address of agent for service)
    Telephone number, including area code, of agent for service: 317-276-2000

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
     Title of         Amount to be      Proposed maximum  Proposed maximum      Amount of
 securities to be      registered        offering price       aggregate      registration fee
    registered                           per share(1)    offering price(1)
---------------------------------------------------------------------------------------------
<S>                   <C>               <C>              <C>                 <C> 
   Common Stock        54,000,000          $74.28125       $4,011,187,500     $1,115,110.13
                         shares 
</TABLE>

        (1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of Registrant's Common Stock in the consolidated
reporting system on October 19, 1998.

        There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the
1998 Lilly Stock Plan.

        Pursuant to Rule 429, this Registration Statement also refers to
Registration Statements No. 33-56141, 33-29482 and 333-62015.




<PAGE>

<PAGE>


                                     PART I

Item 1.    PLAN INFORMATION

           Not included pursuant to Form S-8 instructions.

Item 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

           Not included pursuant to Form S-8 instructions.

                                     PART II

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The Annual Report of Eli Lilly and Company (the "Company" or
"Registrant") on Form 10-K for the fiscal year ended December 31, 1997, the
Quarterly Reports of the Company on Form 10-Q for the fiscal quarters ended
March 31, 1998, and June 30, 1998 and the description of the Company's common
stock contained in the Company's Registration Statement under the Securities
Exchange Act of 1934 with respect to that stock filed with the Securities and
Exchange Commission, including any amendments or reports filed for the purpose
of updating that description, are incorporated in this Registration Statement by
reference. All documents filed by the Company pursuant to Section 13, 14, or
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement and 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 in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of those documents with the Commission.

Item 4.    DESCRIPTION OF SECURITIES

           Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           James B. Lootens, Assistant Secretary and Associate General Counsel
of the Company, has provided an opinion as to the legality of the securities
offered hereby. Mr. Lootens beneficially owns 8,197 shares of common stock of
the Company and holds options to purchase an additional 19,600 shares of such
stock.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The Indiana Business Corporation Law provides that a corporation,
unless limited by its Articles of Incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or officer
of the corporation.

           To the fullest extent permitted by the Indiana Business Corporation
Law, the Company's Articles of Incorporation provide for indemnification of
directors, officers, and employees of the Company against any and all liability
and expense actually and reasonably incurred by them, arising out of any claim
or action, civil, criminal, administrative or investigative, in which they may
become involved by reason of being or having been a director, officer, or
employee. To be entitled to indemnification, (a) those persons must have been
wholly successful in the claim or action on the merits or otherwise or (b) the
Board of Directors, independent legal counsel, or the shareholders must have
determined that such persons acted in good faith in what they reasonably
believed to be in the best interests of the Company (or in the case of conduct
not in the individual's official capacity with the Company, at least not opposed
to its best interests) and, in addition, in any criminal action, had no
reasonable cause to believe that their conduct was unlawful or had reasonable
cause to believe their conduct was lawful.

           Officers and directors of the Company are insured, subject to certain
exclusions and deductible and maximum amounts, against loss from claims arising
in connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.





<PAGE>

<PAGE>



Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

Item 8.    EXHIBITS

           Exhibit
           Number     Description

           5          Opinion of James B. Lootens, Assistant Secretary and
                          Associate General Counsel of the Company, including
                          his consent

          23          Consent of Ernst & Young LLP, Independent Auditors

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;

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

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

               Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
               not apply if the Registration Statement is on Form S-3 or Form
               S-8, and 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 section 15(d) of the Securities Exchange Act of 1934 that are
               incorporated by reference in the Registration Statement.





<PAGE>

<PAGE>



               (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.

           (b) 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.

           (c) 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 Indianapolis, State of Indiana, on October 19, 1998.

                                         ELI LILLY AND COMPANY

                                             By  s/Sidney Taurel
                                                 -----------------------------
                                                 Sidney Taurel, President and
                                                 Chief Executive Officer

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





<PAGE>

<PAGE>



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
           SIGNATURE                         TITLE                                           DATE
------------------------------------------------------------------------------------------------------
<S>                                          <C>                                         <C>
s/Sidney Taurel                              President, Chief Executive Officer,         October 19, 1998
------------------------------------         and a Director (principal executive
(Sidney Taurel)                               officer)

s/Charles E. Golden                          Executive Vice President, Chief Financial   October 19, 1998
------------------------------------         Officer and a Director (principal
(Charles E. Golden)                          financial officer)

s/Arnold C. Hanish                           Chief Accounting Officer (principal         October 19, 1998
------------------------------------         accounting officer)
(Arnold C. Hanish)

s/Evan Bayh                                  Director                                    October 19, 1998
------------------------------------
(Evan Bayh)

s/Steven C. Beering, M.D.                    Director                                    October 19, 1998
------------------------------------
(Steven C. Beering, M.D.)

s/Alfred G. Gilman, M.D., Ph.D.              Director                                    October 19, 1998
------------------------------------
(Alfred G. Gilman, M.D., Ph.D.)

s/Karen N. Horn, Ph.D.                       Director                                    October 19, 1998
------------------------------------
(Karen N. Horn, Ph.D.)

s/Kenneth L. Lay, Ph.D.                      Director                                    October 19, 1998
-------------------------------------
(Kenneth L. Lay, Ph.D.)

s/Franklyn G. Prendergast, Ph.D.             Director                                    October 19, 1998
-------------------------------------
(Franklyn B. Prendergast, Ph.D.)

s/Kathy P. Seifert                           Director                                    October 19, 1998
-------------------------------------
(Kathy P. Seifert)

s/Randall L. Tobias                          Director                                    October 19, 1998
-------------------------------------
(Randall L. Tobias)

s/August M. Watanabe                         Director                                    October 19, 1998
-------------------------------------
(August M. Watanabe)

s/Alva O. Way                                Director                                    October 19, 1998
-------------------------------------
(Alva O. Way)
</TABLE>




<PAGE>

<PAGE>




                                        INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement:

Exhibit

 5        Opinion of James B. Lootens, Assistant Secretary and
          Associate General Counsel of the Company, including his consent

23        Consent of Ernst & Young LLP, Independent Auditors





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "ELI LILLY & CO., S-8", "secsgml_size_bytes": 17377}]
{"company-data": {"conformed-name": "LILLY ELI & CO", "cik": "0000059478", "assigned-sic": "2834", "irs-number": "350470950", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66113", "film-number": "98730592"}, "business-address": {"street1": "LILLY CORPORATE CTR", "street2": "DROP CODE 1112", "city": "INDIANAPOLIS", "state": "IN", "zip": "46285", "phone": "3172762000"}, "mail-address": {"street1": "LILLY CORPORATE CENTER", "street2": "DROP CODE 1112", "city": "INDIANAPOLIS", "state": "IN", "zip": "46285"}}
As filed with the Securities and Exchange Commission on October   , 1998
                                                Registration No.
                                                                 --------------
                                  
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
-------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ELI LILLY AND COMPANY
             (Exact name of registrant as specified in its charter)
LILLY CORPORATE CENTER
INDIANA                   INDIANAPOLIS, INDIANA 46285           35-0470950
-------                   ---------------------------           ----------
(State or other        (Address of Principal Executive Offices) (I.R.S. Employer
jurisdiction of        (Zip Code)                               Identification No.)
incorporation or
organization)
1998 Lilly Stock Plan, 1994 Lilly Stock Plan, 1989 Lilly Stock Plan

                            (Full Title of the Plan)
                            ------------------------

           Rebecca O. Goss, Senior Vice President and General Counsel
                              Eli Lilly and Company
                             Lilly Corporate Center
                           Indianapolis, Indiana 46285

                     (Name and address of agent for service)
    Telephone number, including area code, of agent for service: 317-276-2000

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

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
     Title of         Amount to be      Proposed maximum  Proposed maximum      Amount of
 securities to be      registered        offering price       aggregate      registration fee
    registered                           per share(1)    offering price(1)
---------------------------------------------------------------------------------------------
Common Stock        54,000,000          $74.28125       $4,011,187,500     $1,115,110.13
                         shares
(1) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of Registrant's Common Stock in the consolidated
reporting system on October 19, 1998.

        There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the
1998 Lilly Stock Plan.

        Pursuant to Rule 429, this Registration Statement also refers to
Registration Statements No. 33-56141, 33-29482 and 333-62015.
PART I

Item 1.    PLAN INFORMATION

           Not included pursuant to Form S-8 instructions.

Item 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

           Not included pursuant to Form S-8 instructions.

                                     PART II

Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The Annual Report of Eli Lilly and Company (the "Company" or
"Registrant") on Form 10-K for the fiscal year ended December 31, 1997, the
Quarterly Reports of the Company on Form 10-Q for the fiscal quarters ended
March 31, 1998, and June 30, 1998 and the description of the Company's common
stock contained in the Company's Registration Statement under the Securities
Exchange Act of 1934 with respect to that stock filed with the Securities and
Exchange Commission, including any amendments or reports filed for the purpose
of updating that description, are incorporated in this Registration Statement by
reference. All documents filed by the Company pursuant to Section 13, 14, or
15(d) of the Securities Exchange Act of 1934 after the date of this Registration
Statement and 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 in this
Registration Statement and to be a part of this Registration Statement from the
date of filing of those documents with the Commission.

Item 4.    DESCRIPTION OF SECURITIES

           Not applicable.

Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           James B. Lootens, Assistant Secretary and Associate General Counsel
of the Company, has provided an opinion as to the legality of the securities
offered hereby. Mr. Lootens beneficially owns 8,197 shares of common stock of
the Company and holds options to purchase an additional 19,600 shares of such
stock.

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The Indiana Business Corporation Law provides that a corporation,
unless limited by its Articles of Incorporation, is required to indemnify its
directors and officers against reasonable expenses incurred in the successful
defense of any proceeding arising out of their serving as a director or officer
of the corporation.

           To the fullest extent permitted by the Indiana Business Corporation
Law, the Company's Articles of Incorporation provide for indemnification of
directors, officers, and employees of the Company against any and all liability
and expense actually and reasonably incurred by them, arising out of any claim
or action, civil, criminal, administrative or investigative, in which they may
become involved by reason of being or having been a director, officer, or
employee. To be entitled to indemnification, (a) those persons must have been
wholly successful in the claim or action on the merits or otherwise or (b) the
Board of Directors, independent legal counsel, or the shareholders must have
determined that such persons acted in good faith in what they reasonably
believed to be in the best interests of the Company (or in the case of conduct
not in the individual's official capacity with the Company, at least not opposed
to its best interests) and, in addition, in any criminal action, had no
reasonable cause to believe that their conduct was unlawful or had reasonable
cause to believe their conduct was lawful.

           Officers and directors of the Company are insured, subject to certain
exclusions and deductible and maximum amounts, against loss from claims arising
in connection with their acting in their respective capacities, including claims
under the Securities Act of 1933.
Item 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

Item 8.    EXHIBITS

           Exhibit
           Number     Description

           5          Opinion of James B. Lootens, Assistant Secretary and
                          Associate General Counsel of the Company, including
                          his consent

          23          Consent of Ernst & Young LLP, Independent Auditors

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;

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

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

               Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do
               not apply if the Registration Statement is on Form S-3 or Form
               S-8, and 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 section 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.

           (b) 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.

           (c) 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 Indianapolis, State of Indiana, on October 19, 1998.

                                         ELI LILLY AND COMPANY

                                             By  s/Sidney Taurel
                                                 -----------------------------
                                                 Sidney Taurel, President and
                                                 Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
------------------------------------------------------------------------------------------------------
           SIGNATURE                         TITLE                                           DATE
------------------------------------------------------------------------------------------------------
s/Sidney Taurel                              President, Chief Executive Officer,         October 19, 1998
------------------------------------         and a Director (principal executive
(Sidney Taurel)                               officer)

s/Charles E. Golden                          Executive Vice President, Chief Financial   October 19, 1998
------------------------------------         Officer and a Director (principal
(Charles E. Golden)                          financial officer)

s/Arnold C. Hanish                           Chief Accounting Officer (principal         October 19, 1998
------------------------------------         accounting officer)
(Arnold C. Hanish)

s/Evan Bayh                                  Director                                    October 19, 1998
------------------------------------
(Evan Bayh)

s/Steven C. Beering, M.D.                    Director                                    October 19, 1998
------------------------------------
(Steven C. Beering, M.D.)

s/Alfred G. Gilman, M.D., Ph.D.              Director                                    October 19, 1998
------------------------------------
(Alfred G. Gilman, M.D., Ph.D.)

s/Karen N. Horn, Ph.D.                       Director                                    October 19, 1998
------------------------------------
(Karen N. Horn, Ph.D.)

s/Kenneth L. Lay, Ph.D.                      Director                                    October 19, 1998
-------------------------------------
(Kenneth L. Lay, Ph.D.)

s/Franklyn G. Prendergast, Ph.D.             Director                                    October 19, 1998
-------------------------------------
(Franklyn B. Prendergast, Ph.D.)

s/Kathy P. Seifert                           Director                                    October 19, 1998
-------------------------------------
(Kathy P. Seifert)

s/Randall L. Tobias                          Director                                    October 19, 1998
-------------------------------------
(Randall L. Tobias)

s/August M. Watanabe                         Director                                    October 19, 1998
-------------------------------------
(August M. Watanabe)

s/Alva O. Way                                Director                                    October 19, 1998
-------------------------------------
(Alva O. Way)
INDEX TO EXHIBITS

The following documents are filed as part of this Registration Statement:

Exhibit

 5        Opinion of James B. Lootens, Assistant Secretary and
          Associate General Counsel of the Company, including his consent

23        Consent of Ernst & Young LLP, Independent Auditors