<PAGE> 1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1997
                                                      File No. 333-
                                                                   ------------

===============================================================================


                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549

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

                                 Form S-8
                         REGISTRATION STATEMENT
                                   Under
                       THE SECURITIES ACT OF 1933


                              SOLUTIA INC.
         (Exact name of registrant as specified in its charter)

         Delaware                                   43-1781797
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

  10300 Olive Boulevard, P.O. Box 66760, St. Louis, Missouri 63166-6760
         (Address of Principal Executive Offices)            (Zip Code)

            SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)


                    Karl R. Barnickol, Esq., General Counsel
   Solutia Inc., 10300 Olive Boulevard, P.O. Box 66760, St. Louis 63166-6760
                    (Name and address of agent for service)

                                 (314) 674-1000
                     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
        Registered                         Registered            Offering Price Per        Aggregate Offering      Registration Fee
                                                                       Share                     Price
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                        <C>                     <C>                    <C>
Common Stock, ($.01 par
value) and associated Preferred
Share Purchase Rights                     175,000 <F1>               $19.844 <F2>            $3,472,700 <F2>        $1,152.33 <F3>
====================================================================================================================================
<FN>
<F1>  Section 19 of the Solutia Inc. Non-Employee Director Compensation Plan
      (the "Plan") provides that in the event of a stock dividend, stock split,
      or other change in corporate capitalization, the total number of shares
      subject to the Plan may be adjusted  proportionately. 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 and associated Preferred Share Purchase Rights which, by
      reason of any such event, may become subject to the Plan.
<F2>  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 September 10, 1997.
<F3>  Includes a minimum registration fee of $100 for the Preferred Share
      Purchase Rights.
</TABLE>



<PAGE> 2

                                  PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


      The document(s) 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 Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").  These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

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

      The documents listed in (a), (b) and (c) below of Solutia Inc.
(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 (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 latest annual report, filed pursuant to Sections 13(a)
           or 15(d) of the Exchange Act or either (1) the Company's latest
           prospectus filed pursuant to Rule 424(b) under the Securities Act
           which contains, either directly or incorporated by reference,
           audited financial statements for the Company's latest fiscal year
           for which such statements have been filed, or (2) the Company's
           effective registration statement on Form 10 or 20-F filed under the
           Exchange Act containing audited consolidated financial statements
           for the Company's latest fiscal year.

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
           Exchange Act since the end of the fiscal year covered by the annual
           report or the prospectus or effective registration statement
           referred to in (a) above.

      (c)  The description of the Company's Common Stock, par value $.01 per
           share, and the description of associated Preferred Share Purchase
           Rights contained in

                                    2
<PAGE> 3
           registration statements filed under the Exchange Act, 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.
-----------------------------------------------

      Not applicable.

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.

      Article VIII of the Company's Restated Certificate of Incorporation
provides for indemnification of directors and officers of the Company.

      Section 7.1 of the Company's By-laws provides for indemnification of
directors, officers and employees of the Company.

      In addition, the Company 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 8.

                                    3
<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 new registration statement
            relating to the

                                    4
<PAGE> 5
            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.



                                 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, State of Missouri, on
September 16, 1997.

                                    SOLUTIA INC.
                                    (Registrant)



                                    By:  /s/ Karl R. Barnickol
                                         --------------------------------------
                                         Karl R. Barnickol
                                         Secretary


                                    5
<PAGE> 6
      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
---------                                    -----                                ----

<C>                               <S>                                       <C>
        <F*>                      Chairman, Chief Executive                 September 16, 1997
----------------------            Officer and Director
Robert G. Potter                  (Principal Executive Officer)

        <F*>                      President and Director                    September 16, 1997
----------------------
John C. Hunter, III


        <F*>                      Senior Vice President and                 September 16, 1997
----------------------            Chief Financial Officer
Robert A. Clausen                 (Principal Financial Officer)

        <F*>                      Vice President and Controller             September 16, 1997
----------------------            (Principal Accounting Officer)
Roger S. Hoard


        <F*>                      Director                                  September 16, 1997
----------------------
Robert T. Blakely


        <F*>                      Director                                  September 16, 1997
----------------------
Joan T. Bok


        <F*>                      Director                                  September 16, 1997
----------------------
Paul H. Hatfield


        <F*>                      Director                                  September 16, 1997
----------------------
Robert H. Jenkins


        <F*>                      Director                                  September 16, 1997
----------------------
Howard M. Love


        <F*>                      Director                                  September 16, 1997
----------------------
Frank A. Metz, Jr.


                                    6
<PAGE> 7
        <F*>                      Director                                  September 16, 1997
----------------------
William D. Ruckelshaus


        <F*>                      Director                                  September 16, 1997
----------------------
John B. Slaughter

<FN>
     <F*> Karl R. Barnickol, 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.
</TABLE>


                                    /s/ Karl R. Barnickol
                                    -------------------------------------------
                                    Karl R. Barnickol
                                    Attorney-in-Fact



                                    7
<PAGE> 8


                                 EXHIBIT INDEX

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

<TABLE>
<CAPTION>
   Exhibit No.                                         Description
   -----------                                         -----------
      <C>      <S>
        4      Rights Agreement, dated as of August 6, 1997 between the Company and First Chicago Trust
               Company of New York as Rights Agent (incorporated herein by reference to the Company's
               registration statement on Form 10 filed August 7, 1997, as amended August 19, 1997)

        5      Omitted - Inapplicable

       15      Omitted - Inapplicable

       23      1. Consent of Deloitte & Touche LLP
               2. Consent of Company Counsel

       24      Powers of Attorney submitted by Robert G. Potter, John C. Hunter, III, Robert A. Clausen,
               Roger S. Hoard, Robert T. Blakely, Joan T. Bok, Paul H. Hatfield, Robert H. Jenkins, Howard
               M. Love, Frank A. Metz, Jr., William D. Ruckelshaus and John B. Slaughter
</TABLE>



                                    8
[{"type": "S-8", "sequence": "1", "description": "SOLUTIA INC. FORM S-8", "secsgml_size_bytes": 18065}]
{"company-data": {"conformed-name": "SOLUTIA INC", "cik": "0001043382", "assigned-sic": "2800", "irs-number": "431781797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35689", "film-number": "97681115"}, "business-address": {"street1": "10300 OLIVE BLVD", "street2": "P O BOX 66760", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760", "phone": "3146741000"}, "mail-address": {"street1": "10300 OLIVE BLVD", "street2": "P O BOX 66760", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760"}, "former-company": {"former-conformed-name": "QUEENY CHEMICAL CO", "date-changed": "19970804"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1997
                                                      File No. 333-
                                                                   ------------

===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549

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

                                 Form S-8
                         REGISTRATION STATEMENT
                                   Under
                       THE SECURITIES ACT OF 1933

                              SOLUTIA INC.
         (Exact name of registrant as specified in its charter)

         Delaware                                   43-1781797
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)

  10300 Olive Boulevard, P.O. Box 66760, St. Louis, Missouri 63166-6760
         (Address of Principal Executive Offices)            (Zip Code)

            SOLUTIA INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                    Karl R. Barnickol, Esq., General Counsel
   Solutia Inc., 10300 Olive Boulevard, P.O. Box 66760, St. Louis 63166-6760
                    (Name and address of agent for service)

                                 (314) 674-1000
                     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
        Registered                         Registered            Offering Price Per        Aggregate Offering      Registration Fee
                                                                       Share                     Price
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, ($.01 par
value) and associated Preferred
Share Purchase Rights                     175,000
$19.844
$3,472,700
$1,152.33
====================================================================================================================================
Section 19 of the Solutia Inc. Non-Employee Director Compensation Plan
      (the "Plan") provides that in the event of a stock dividend, stock split,
      or other change in corporate capitalization, the total number of shares
      subject to the Plan may be adjusted  proportionately. 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 and associated Preferred Share Purchase Rights 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 September 10, 1997.
Includes a minimum registration fee of $100 for the Preferred Share
      Purchase Rights.
2

                                  PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The document(s) 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 Form S-8 (by
incorporation, by reference or otherwise) in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC").  These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

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

      The documents listed in (a), (b) and (c) below of Solutia Inc.
(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 (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 latest annual report, filed pursuant to Sections 13(a)
           or 15(d) of the Exchange Act or either (1) the Company's latest
           prospectus filed pursuant to Rule 424(b) under the Securities Act
           which contains, either directly or incorporated by reference,
           audited financial statements for the Company's latest fiscal year
           for which such statements have been filed, or (2) the Company's
           effective registration statement on Form 10 or 20-F filed under the
           Exchange Act containing audited consolidated financial statements
           for the Company's latest fiscal year.

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
           Exchange Act since the end of the fiscal year covered by the annual
           report or the prospectus or effective registration statement
           referred to in (a) above.

      (c)  The description of the Company's Common Stock, par value $.01 per
           share, and the description of associated Preferred Share Purchase
           Rights contained in

                                    2
3
           registration statements filed under the Exchange Act, 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.
-----------------------------------------------

      Not applicable.

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.

      Article VIII of the Company's Restated Certificate of Incorporation
provides for indemnification of directors and officers of the Company.

      Section 7.1 of the Company's By-laws provides for indemnification of
directors, officers and employees of the Company.

      In addition, the Company 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 8.

                                    3
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 new registration statement
            relating to the

                                    4
5
            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.

                                 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, State of Missouri, on
September 16, 1997.

                                    SOLUTIA INC.
                                    (Registrant)

                                    By:  /s/ Karl R. Barnickol
                                         --------------------------------------
                                         Karl R. Barnickol
                                         Secretary

                                    5
6
      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, Chief Executive                 September 16, 1997
----------------------            Officer and Director
Robert G. Potter                  (Principal Executive Officer)
President and Director                    September 16, 1997
----------------------
John C. Hunter, III
Senior Vice President and                 September 16, 1997
----------------------            Chief Financial Officer
Robert A. Clausen                 (Principal Financial Officer)
Vice President and Controller             September 16, 1997
----------------------            (Principal Accounting Officer)
Roger S. Hoard
Director                                  September 16, 1997
----------------------
Robert T. Blakely
Director                                  September 16, 1997
----------------------
Joan T. Bok
Director                                  September 16, 1997
----------------------
Paul H. Hatfield
Director                                  September 16, 1997
----------------------
Robert H. Jenkins
Director                                  September 16, 1997
----------------------
Howard M. Love
Director                                  September 16, 1997
----------------------
Frank A. Metz, Jr.

                                    6
7
Director                                  September 16, 1997
----------------------
William D. Ruckelshaus
Director                                  September 16, 1997
----------------------
John B. Slaughter
Karl R. Barnickol, 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/ Karl R. Barnickol
                                    -------------------------------------------
                                    Karl R. Barnickol
                                    Attorney-in-Fact

                                    7
8

                                 EXHIBIT INDEX

      These Exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit No.                                         Description
   -----------                                         -----------
4      Rights Agreement, dated as of August 6, 1997 between the Company and First Chicago Trust
               Company of New York as Rights Agent (incorporated herein by reference to the Company's
               registration statement on Form 10 filed August 7, 1997, as amended August 19, 1997)

        5      Omitted - Inapplicable

       15      Omitted - Inapplicable

       23      1. Consent of Deloitte & Touche LLP
               2. Consent of Company Counsel

       24      Powers of Attorney submitted by Robert G. Potter, John C. Hunter, III, Robert A. Clausen,
               Roger S. Hoard, Robert T. Blakely, Joan T. Bok, Paul H. Hatfield, Robert H. Jenkins, Howard
               M. Love, Frank A. Metz, Jr., William D. Ruckelshaus and John B. Slaughter
8