As filed with the Securities and Exchange Commission on August 14, 1997

                             Registration Statement No. 333-
                                                             -------------------

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  F 0 R M  S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             URBAN OUTFITTERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Pennsylvania                                   23-2003332
-------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)



                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                             Urban Outfitters, Inc.
                             1997 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                           Richard A. Hayne, President
                             Urban Outfitters, Inc.
                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
                     ---------------------------------------
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (215) 564-2313
                                                                --------------


                                    Copy to:

                           Walter J. Mostek, Jr., Esq.
                           Drinker Biddle & Reath LLP
                         Suite 300, 1000 Westlakes Drive
                         Berwyn, Pennsylvania 19312-2409


                                      - 1 -


<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

  Title of               Amount of          Proposed maximum              Proposed              Amount of
securities to          shares to be          offering price          maximum aggregate         registration
be registered         registered(1)          per share (2)           offering price (2)            fee
-------------         -------------         ----------------         -----------------         ------------
<S>                     <C>                  <C>                         <C>                      <C>  
Common Shares,         1,250,000             50,000@ $11.00              $20,875,000              $ 6,326
par value $.0001
per share

                                              1,200,000 @ $16.9275
</TABLE>

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

(1)   Pursuant to Rule 416(a), this Registration Statement also registers such
      indeterminate number of additional shares as may become issuable under the
      Plan in connection with share splits, share dividends or similar
      transactions.

(2)   Calculated pursuant to Rule 457(h). As to shares subject to outstanding
      but unexercised options, the price and fee are computed based upon the
      price at which such options may be exercised. As to the remaining shares,
      the price and fee are computed based upon $16.9375, the average of the
      high and low prices for the common stock reported on the NASDAQ National
      Market System on August 11, 1997.


                                     - 2 -


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
       (Not required to be filed as part of this Registration Statement)


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item     3. Incorporation of Documents by Reference

     There are incorporated herein by reference the following documents:

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997;

         (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997;

         (c) the description of the Company's Common Shares contained in the
Registration Statement on Form 8-A filed on November 2, 1993 by the Company
under the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description; and

         (d) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since April 30, 1997.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, but 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 herein and to be a part hereof from the date of filing
of each such report or other document.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      Harry S. Cherken, Jr., a director of the Company, is a partner in Drinker
      Biddle & Reath LLP. Drinker Biddle & Reath LLP is counsel to the Company
      and assisted the Company in preparation of this Registration Statement.


                                      - 3 -


<PAGE>


                                     PART II


Item 6. Indemnification of Directors and Officers.

     Section 1712 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), sets forth the applicable standard of care for directors
and officers. Section 1712 further provides that, in performing their duties,
directors may rely in good faith on certain information, material and statements
provided by officers of a corporation, certain professionals or experts and
committees of the board upon which the director does not serve and that officers
shall not be liable if they perform their duties in accordance with the
applicable standard of care. Section 1713 of the BCL allows for a corporation's
by-laws to provide that a director shall not be personally liable for any action
taken unless the director has breached the applicable standard of care and such
breach constituted self-dealing, willful misconduct or recklessness.

     Section 1741 of the BCL permits a corporation to indemnify its officers and
directors for any expenses, judgments, fines and settlement amounts paid or
incurred in the defense of third-party actions provided such individuals have
met their applicable standard of care. Section 1743 of the BCL requires a
corporation to indemnify its directors and officers for their expenses incurred
in the successful defense of any third-party or derivative action. The
registrant's By-laws require the registrant to indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the registrant, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
registrant, or is or was serving while a director or officer of the registrant
at the request of the registrant as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgment, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act of failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

Item 7.  Exemption from Registration Claimed.
     Not Applicable.



                                      - 4 -


<PAGE>



Item 8.  Exhibits.

     The following is a list of exhibits required by Item 601 of Regulation S-K
to be filed as part of this Registration Statement:

4        Urban Outfitters, Inc. 1997 Stock Option Plan
5        Opinion of Drinker Biddle & Reath LLP
23(a)    Consent of Price Waterhouse LLP
23(b)    Consent of Drinker Biddle & Reath LLP (included in the opinion filed
         as Exhibit 5 hereto)
24       Powers of Attorney (see Signature page)

Item 9.  Undertakings.

         1. Undertaking Required by Regulation S-K Item 512(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 (1)(i) and (1)(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.


                                      - 5 -


<PAGE>




         (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.

         2. Undertaking Required by Regulation S-K Item 512(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 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.

         3. Undertaking Required by Regulation S-K Item 512(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.


                                      - 6 -


<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

                  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 Philadelphia, Commonwealth of Pennsylvania, on
this 5th day of August 1997.

                                        URBAN OUTFITTERS, INC.


                                        By: /s/ Richard A. Hayne
                                            ------------------------------------
                                            Richard A. Hayne
                                            President


                                      - 7 -

<PAGE>


         Each person whose signature appears below hereby constitutes and
appoints Richard A. Hayne and Kenneth K. Cleeland as his or her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her, in any and all capacities, to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitutes may do or cause to be done by
virtue hereof.

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


Signature                          Title                             Date
---------                          -----                             ----
/s/  Richard A. Hayne              Chairman of the Board of        August 5, 
--------------------------         Directors and President         1997      
Richard A. Hayne                   (Principal Executive                      
                                   Officer)                                  

/s/  Kenneth K. Cleeland           Chief Financial Officer         August 5, 
--------------------------         and Treasurer                   1997      
Kenneth K. Cleeland                (Principal Financial                      
                                   Officer)                                 

/s/  Scott A. Belair               Director                        August 5, 
--------------------------                                         1997      
Scott A. Belair                    

/s/  Harry S. Cherken, Jr.         Director                        August 5, 
--------------------------                                         1997
Harry S. Cherken, Jr.                                             

/s/  Joel S. Lawson III            Director                        August 5, 
--------------------------                                         1997      
Joel S. Lawson III                 

/s/  Burton M. Sapiro              Director                        August 5, 
--------------------------                                         1997
Burton M. Sapiro                                                   



                                      - 8 -
<PAGE>


                                  EXHIBIT INDEX



Exhibit  Description
Number   of Exhibit
-------  -----------
4        Urban Outfitters, Inc. 1997 Stock Option Plan

5        Opinion of Drinker Biddle & Reath LLP

23(a)    Consent of Price Waterhouse LLP

23(b)    Consent of Drinker Biddle and Reath LLP
         (included in the opinion filed
         as Exhibit 5 hereto)

24       Powers of Attorney (see Signature Page)






                                      - 9 -
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 16641}]
{"company-data": {"conformed-name": "URBAN OUTFITTERS INC", "cik": "0000912615", "assigned-sic": "5651", "irs-number": "232003332", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33603", "film-number": "97661195"}, "business-address": {"street1": "1809 WALNUT ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2155642313"}, "mail-address": {"street2": "1809 WALNUT STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
As filed with the Securities and Exchange Commission on August 14, 1997

                             Registration Statement No. 333-
                                                             -------------------

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  F 0 R M  S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             URBAN OUTFITTERS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                   23-2003332
-------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             Urban Outfitters, Inc.
                             1997 Stock Option Plan
                            ------------------------
                            (Full title of the plan)

                           Richard A. Hayne, President
                             Urban Outfitters, Inc.
                               1809 Walnut Street
                        Philadelphia, Pennsylvania 19103
                     ---------------------------------------
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (215) 564-2313
                                                                --------------

                                    Copy to:

                           Walter J. Mostek, Jr., Esq.
                           Drinker Biddle & Reath LLP
                         Suite 300, 1000 Westlakes Drive
                         Berwyn, Pennsylvania 19312-2409

                                      - 1 -
CALCULATION OF REGISTRATION FEE
Title of               Amount of          Proposed maximum              Proposed              Amount of
securities to          shares to be          offering price          maximum aggregate         registration
be registered         registered(1)          per share (2)           offering price (2)            fee
-------------         -------------         ----------------         -----------------         ------------
Common Shares,         1,250,000             50,000@ $11.00              $20,875,000              $ 6,326
par value $.0001
per share

                                              1,200,000 @ $16.9275
---------------

(1)   Pursuant to Rule 416(a), this Registration Statement also registers such
      indeterminate number of additional shares as may become issuable under the
      Plan in connection with share splits, share dividends or similar
      transactions.

(2)   Calculated pursuant to Rule 457(h). As to shares subject to outstanding
      but unexercised options, the price and fee are computed based upon the
      price at which such options may be exercised. As to the remaining shares,
      the price and fee are computed based upon $16.9375, the average of the
      high and low prices for the common stock reported on the NASDAQ National
      Market System on August 11, 1997.

                                     - 2 -
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
       (Not required to be filed as part of this Registration Statement)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item     3. Incorporation of Documents by Reference

     There are incorporated herein by reference the following documents:

         (a) the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997;

         (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1997;

         (c) the description of the Company's Common Shares contained in the
Registration Statement on Form 8-A filed on November 2, 1993 by the Company
under the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description; and

         (d) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since April 30, 1997.

     All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement, but 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 herein and to be a part hereof from the date of filing
of each such report or other document.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

      Harry S. Cherken, Jr., a director of the Company, is a partner in Drinker
      Biddle & Reath LLP. Drinker Biddle & Reath LLP is counsel to the Company
      and assisted the Company in preparation of this Registration Statement.

                                      - 3 -
PART II

Item 6. Indemnification of Directors and Officers.

     Section 1712 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), sets forth the applicable standard of care for directors
and officers. Section 1712 further provides that, in performing their duties,
directors may rely in good faith on certain information, material and statements
provided by officers of a corporation, certain professionals or experts and
committees of the board upon which the director does not serve and that officers
shall not be liable if they perform their duties in accordance with the
applicable standard of care. Section 1713 of the BCL allows for a corporation's
by-laws to provide that a director shall not be personally liable for any action
taken unless the director has breached the applicable standard of care and such
breach constituted self-dealing, willful misconduct or recklessness.

     Section 1741 of the BCL permits a corporation to indemnify its officers and
directors for any expenses, judgments, fines and settlement amounts paid or
incurred in the defense of third-party actions provided such individuals have
met their applicable standard of care. Section 1743 of the BCL requires a
corporation to indemnify its directors and officers for their expenses incurred
in the successful defense of any third-party or derivative action. The
registrant's By-laws require the registrant to indemnify any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, including actions by or in the right of
the registrant, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
registrant, or is or was serving while a director or officer of the registrant
at the request of the registrant as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgment, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act of failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

Item 7.  Exemption from Registration Claimed.
     Not Applicable.

                                      - 4 -
Item 8.  Exhibits.

     The following is a list of exhibits required by Item 601 of Regulation S-K
to be filed as part of this Registration Statement:

4        Urban Outfitters, Inc. 1997 Stock Option Plan
5        Opinion of Drinker Biddle & Reath LLP
23(a)    Consent of Price Waterhouse LLP
23(b)    Consent of Drinker Biddle & Reath LLP (included in the opinion filed
         as Exhibit 5 hereto)
24       Powers of Attorney (see Signature page)

Item 9.  Undertakings.

         1. Undertaking Required by Regulation S-K Item 512(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 (1)(i) and (1)(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.

                                      - 5 -
(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.

         2. Undertaking Required by Regulation S-K Item 512(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 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.

         3. Undertaking Required by Regulation S-K Item 512(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.

                                      - 6 -
SIGNATURES AND POWER OF ATTORNEY

                  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 Philadelphia, Commonwealth of Pennsylvania, on
this 5th day of August 1997.

                                        URBAN OUTFITTERS, INC.

                                        By: /s/ Richard A. Hayne
                                            ------------------------------------
                                            Richard A. Hayne
                                            President

                                      - 7 -
Each person whose signature appears below hereby constitutes and
appoints Richard A. Hayne and Kenneth K. Cleeland as his or her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her, in any and all capacities, to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitutes may do or cause to be done by
virtue hereof.

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

Signature                          Title                             Date
---------                          -----                             ----
/s/  Richard A. Hayne              Chairman of the Board of        August 5, 
--------------------------         Directors and President         1997      
Richard A. Hayne                   (Principal Executive                      
                                   Officer)                                  

/s/  Kenneth K. Cleeland           Chief Financial Officer         August 5, 
--------------------------         and Treasurer                   1997      
Kenneth K. Cleeland                (Principal Financial                      
                                   Officer)                                 

/s/  Scott A. Belair               Director                        August 5, 
--------------------------                                         1997      
Scott A. Belair                    

/s/  Harry S. Cherken, Jr.         Director                        August 5, 
--------------------------                                         1997
Harry S. Cherken, Jr.                                             

/s/  Joel S. Lawson III            Director                        August 5, 
--------------------------                                         1997      
Joel S. Lawson III                 

/s/  Burton M. Sapiro              Director                        August 5, 
--------------------------                                         1997
Burton M. Sapiro                                                   

                                      - 8 -
EXHIBIT INDEX

Exhibit  Description
Number   of Exhibit
-------  -----------
4        Urban Outfitters, Inc. 1997 Stock Option Plan

5        Opinion of Drinker Biddle & Reath LLP

23(a)    Consent of Price Waterhouse LLP

23(b)    Consent of Drinker Biddle and Reath LLP
         (included in the opinion filed
         as Exhibit 5 hereto)

24       Powers of Attorney (see Signature Page)

                                      - 9 -