<PAGE> 1

  As Filed with the Securities and Exchange Commission on October 23, 1997

                                                   Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                               MONSANTO COMPANY
            (Exact name of registrant as specified in its charter)

                  Delaware                           43-0420020
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)            Identification No.)

800 North Lindbergh Boulevard                            63167
St. Louis, Missouri                                   (Zip Code)
(Address of Principal Executive Offices)

                    MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
                      EQUITY INCENTIVE COMPENSATION PLAN
                           (full title of the plan)

                           R. William Ide III, Esq.

                                General Counsel
                               Monsanto Company
                         800 North Lindbergh Boulevard
                           St. Louis, Missouri 63167
                    (Name and address of Agent for service)

                                (314) 694-1000
         (Telephone number, including area code, of Agent for service)

<TABLE>
                                                  Calculation of Registration Fee
==================================================================================================================================
<CAPTION>
Title of securities               Amount to be        Proposed maximum         Proposed maximum        Amount of
 to be registered                  registered        offering price per       aggregate offering    registration fee
                                                          share
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                      <C>                      <C>
Common Stock                      500,000<F*>         $41.34375<F**>           $20,671,875<F**>         $6,264.20
($2 par value)
====================================================================================================================================
<FN>
--------------
<F*>   Section 11 of the Monsanto Company Non-Employee Director Equity Incentive
       Compensation Plan (the "Plan") provides that in the event of a stock
       dividend, stock split, recapitalization, etc., the total number of
       shares which may be purchased or awarded, the number of shares covered
       by each outstanding award, and the price per share of such shares shall
       be equitably adjusted. Accordingly, pursuant to Rule 416, this registration
       statement covers, in addition to the number of shares of Common Stock stated
       above, an indeterminate number of shares which, by reason of any such event,
       may become subject to the Plan.

<F**>  Estimated solely for the purpose of determining the amount of the registration
       fee in accordance with Rule 457(h)(1) and based on the average of the high and
       low prices of the Common Stock as reported in The Wall Street Journal for the
       New York Stock Exchange Composite Transactions for October 17, 1997.
</TABLE>



<PAGE> 2

                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428 (b) (1)
of the Securities Act of 1933, as amended (the "Securities Act").  Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all such
other documents or portions of documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), 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 to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1996, filed with the Securities and Exchange
            Commission on March 24, 1997, which contains audited consolidated
            financial statements for the Company's most recent fiscal year for
            which such statements have been filed;

      (b)   All other reports filed by the Company pursuant to Section 13(a)
            or 15(d) of the Exchange Act since the end of the fiscal year
            covered by the Annual Report on Form 10-K referred to in (a) above;
            and

      (c)   The description of Monsanto Company common stock, $2.00 par value
            per share ("Common Stock"), and the description of associated
            Preferred Stock Purchase Rights contained in registration
            statements filed under the Exchange Act,

                                    1
<PAGE> 3
            including any amendment or report filed for the purpose of
            updating such description.

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 applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Eric R. Fencl, Counsel and Assistant Secretary
of the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.

Section 59 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.

In addition, the Company has entered into indemnification agreements with
its directors and officers and maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.    EXHIBITS.

See Exhibit Index at page 7.


                                    2
<PAGE> 4
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,
                        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)
                  above do not apply if the information required to be
                  included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed by the
                  registrant pursuant to Section 13 or 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 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

                                    3
<PAGE> 5
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof.


                                    *      *      *

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act 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.


                                    4
<PAGE> 6
                             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 County of St. Louis, and the State of Missouri, on this
23rd day of October, 1997.



                                    MONSANTO COMPANY
                                    (Registrant)


                                    By:     /s/ Eric R. Fencl
                                          -------------------------------------
                                          Eric R. Fencl
                                          Assistant Secretary

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 dates indicated.

<TABLE>
<CAPTION>
         Signature                              Title                                     Date
         ---------                              -----                                     ----

<S>                                 <C>                                             <C>

          <F*>
-----------------------------       Chairman, President and Director                October 23, 1997
    (Robert B. Shapiro)             (Principal Executive Officer)


          <F*>
-----------------------------       Vice Chairman and Director                      October 23, 1997
    (Nicholas L. Reding)


          <F*>
-----------------------------       Senior Vice President                           October 23, 1997
    (Robert B. Hoffman)             (Principal Financial Officer)


          <F*>
-----------------------------       Vice President and Controller                   October 23, 1997
    (Michael R. Hogan)              (Principal Accounting Officer)


          <F*>
-----------------------------       Director                                        October 23, 1997
    (Robert M. Heyssel)


          <F*>
-----------------------------       Director                                        October 23, 1997
    (Michael Kantor)


          <F*>
-----------------------------       Director                                        October 23, 1997
    (Gwendolyn S. King)


          <F*>
-----------------------------       Director                                        October 23, 1997
      (Philip Leder)


          <F*>
-----------------------------       Director                                        October 23, 1997
   (Jacobus F. M. Peters)


          <F*>
-----------------------------       Director                                        October 23, 1997
      (John S. Reed)


                                    5
<PAGE> 7


          <F*>
-----------------------------       Director                                        October 23, 1997
     (John E. Robson)


          <F*>
-----------------------------       Director                                        October 23, 1997
  (William D. Ruckelshaus)

<FN>
<F*>  Eric R. Fencl, by signing his name hereto, does sign this document on
      behalf of the above noted individuals, pursuant to powers of attorney
      duly executed by such individuals which have been filed as an Exhibit to
      this Registration Statement.

                                      /s/ Eric R. Fencl
                                    -------------------------------------------
                                    Eric R. Fencl
                                    Attorney-in-Fact



                                    6
<PAGE> 8

                            EXHIBIT INDEX
                            -------------

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.


</TABLE>
<TABLE>
<CAPTION>
Exhibit No.                              Description
-----------                              -----------

<C>               <S>
   (4)            Form of Rights Agreement, dated as of January 26, 1990 between
                  the Company and First Chicago Trust Company of New York as
                  Successor Rights Agent to The First National Bank of Boston
                  (incorporated herein by reference to the Company's Registration
                  Statement on Form 8-A filed with the Commission on January 31,
                  1990)

   (5)            Opinion re legality of securities to be issued

  (15)            Omitted - Inapplicable

  (23)            1. Consent of Deloitte & Touche LLP

                  2. Consent of Company Counsel - See Exhibit 5

  (24)            Powers of Attorney submitted by Robert M. Heyssel, Robert B.
                  Hoffman, Michael R. Hogan, Michael Kantor, Gwendolyn S. King,
                  Philip Leder, Jacobus F. M. Peters, Nicholas L. Reding, John S.
                  Reed, John E. Robson, William D. Ruckelshaus and Robert B.
                  Shapiro

</TABLE>


                                    7
[{"type": "S-8", "sequence": "1", "description": "MONSANTO COMPANY FORM S-8", "secsgml_size_bytes": 17382}]
{"company-data": {"conformed-name": "MONSANTO CO", "cik": "0000067686", "assigned-sic": "2800", "irs-number": "430420020", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38599", "film-number": "97699843"}, "business-address": {"street1": "800 N LINDBERGH BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63167", "phone": "3146941000"}, "mail-address": {"street1": "800 NORTH LINDBERGH BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63167"}, "former-company": {"former-conformed-name": "MONSANTO CHEMICAL CO", "date-changed": "19711003"}}
1

  As Filed with the Securities and Exchange Commission on October 23, 1997

                                                   Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                               MONSANTO COMPANY
            (Exact name of registrant as specified in its charter)

                  Delaware                           43-0420020
      (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)            Identification No.)

800 North Lindbergh Boulevard                            63167
St. Louis, Missouri                                   (Zip Code)
(Address of Principal Executive Offices)

                    MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
                      EQUITY INCENTIVE COMPENSATION PLAN
                           (full title of the plan)

                           R. William Ide III, Esq.

                                General Counsel
                               Monsanto Company
                         800 North Lindbergh Boulevard
                           St. Louis, Missouri 63167
                    (Name and address of Agent for service)

                                (314) 694-1000
         (Telephone number, including area code, of Agent for service)

                                                  Calculation of Registration Fee
==================================================================================================================================
Title of securities               Amount to be        Proposed maximum         Proposed maximum        Amount of
 to be registered                  registered        offering price per       aggregate offering    registration fee
                                                          share
------------------------------------------------------------------------------------------------------------------------------------
Common Stock                      500,000
$41.34375
$20,671,875
$6,264.20
($2 par value)
====================================================================================================================================
--------------
Section 11 of the Monsanto Company Non-Employee Director Equity Incentive
       Compensation Plan (the "Plan") provides that in the event of a stock
       dividend, stock split, recapitalization, etc., the total number of
       shares which may be purchased or awarded, the number of shares covered
       by each outstanding award, and the price per share of such shares shall
       be equitably adjusted. Accordingly, pursuant to Rule 416, this registration
       statement covers, in addition to the number of shares of Common Stock stated
       above, an indeterminate number of shares which, by reason of any such event,
       may become subject to the Plan.
Estimated solely for the purpose of determining the amount of the registration
       fee in accordance with Rule 457(h)(1) and based on the average of the high and
       low prices of the Common Stock as reported in The Wall Street Journal for the
       New York Stock Exchange Composite Transactions for October 17, 1997.
2

                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will
be sent or given to participating employees as specified by Rule 428 (b) (1)
of the Securities Act of 1933, as amended (the "Securities Act").  Such
documents are not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all such
other documents or portions of documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), 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 to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1996, filed with the Securities and Exchange
            Commission on March 24, 1997, which contains audited consolidated
            financial statements for the Company's most recent fiscal year for
            which such statements have been filed;

      (b)   All other reports filed by the Company pursuant to Section 13(a)
            or 15(d) of the Exchange Act since the end of the fiscal year
            covered by the Annual Report on Form 10-K referred to in (a) above;
            and

      (c)   The description of Monsanto Company common stock, $2.00 par value
            per share ("Common Stock"), and the description of associated
            Preferred Stock Purchase Rights contained in registration
            statements filed under the Exchange Act,

                                    1
3
            including any amendment or report filed for the purpose of
            updating such description.

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 applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

The legality of the Common Stock to be issued pursuant to the Plan will be
passed upon for the Company by Eric R. Fencl, Counsel and Assistant Secretary
of the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware sets
forth provisions pursuant to which directors, officers, employees and agents
of the Company may be indemnified against any liability which they may incur
in their capacity as such.

Section 59 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.

In addition, the Company has entered into indemnification agreements with
its directors and officers and maintains directors' and officers' liability
insurance for the benefit of its directors and officers.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.    EXHIBITS.

See Exhibit Index at page 7.

                                    2
4
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,
                        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)
                  above do not apply if the information required to be
                  included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed by the
                  registrant pursuant to Section 13 or 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 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

                                    3
5
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof.

                                    *      *      *

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act 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.

                                    4
6
                             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 County of St. Louis, and the State of Missouri, on this
23rd day of October, 1997.

                                    MONSANTO COMPANY
                                    (Registrant)

                                    By:     /s/ Eric R. Fencl
                                          -------------------------------------
                                          Eric R. Fencl
                                          Assistant Secretary

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 dates indicated.
Signature                              Title                                     Date
         ---------                              -----                                     ----
-----------------------------       Chairman, President and Director                October 23, 1997
    (Robert B. Shapiro)             (Principal Executive Officer)
-----------------------------       Vice Chairman and Director                      October 23, 1997
    (Nicholas L. Reding)
-----------------------------       Senior Vice President                           October 23, 1997
    (Robert B. Hoffman)             (Principal Financial Officer)
-----------------------------       Vice President and Controller                   October 23, 1997
    (Michael R. Hogan)              (Principal Accounting Officer)
-----------------------------       Director                                        October 23, 1997
    (Robert M. Heyssel)
-----------------------------       Director                                        October 23, 1997
    (Michael Kantor)
-----------------------------       Director                                        October 23, 1997
    (Gwendolyn S. King)
-----------------------------       Director                                        October 23, 1997
      (Philip Leder)
-----------------------------       Director                                        October 23, 1997
   (Jacobus F. M. Peters)
-----------------------------       Director                                        October 23, 1997
      (John S. Reed)

                                    5
7
-----------------------------       Director                                        October 23, 1997
     (John E. Robson)
-----------------------------       Director                                        October 23, 1997
  (William D. Ruckelshaus)
Eric R. Fencl, by signing his name hereto, does sign this document on
      behalf of the above noted individuals, pursuant to powers of attorney
      duly executed by such individuals which have been filed as an Exhibit to
      this Registration Statement.

                                      /s/ Eric R. Fencl
                                    -------------------------------------------
                                    Eric R. Fencl
                                    Attorney-in-Fact

                                    6
8

                            EXHIBIT INDEX
                            -------------

These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
Exhibit No.                              Description
-----------                              -----------
(4)            Form of Rights Agreement, dated as of January 26, 1990 between
                  the Company and First Chicago Trust Company of New York as
                  Successor Rights Agent to The First National Bank of Boston
                  (incorporated herein by reference to the Company's Registration
                  Statement on Form 8-A filed with the Commission on January 31,
                  1990)

   (5)            Opinion re legality of securities to be issued

  (15)            Omitted - Inapplicable

  (23)            1. Consent of Deloitte & Touche LLP

                  2. Consent of Company Counsel - See Exhibit 5

  (24)            Powers of Attorney submitted by Robert M. Heyssel, Robert B.
                  Hoffman, Michael R. Hogan, Michael Kantor, Gwendolyn S. King,
                  Philip Leder, Jacobus F. M. Peters, Nicholas L. Reding, John S.
                  Reed, John E. Robson, William D. Ruckelshaus and Robert B.
                  Shapiro
7