<PAGE>
 
                        The Exhibit Index is on page 8

   As filed with the Securities and Exchange Commission on October 28, 1994
                             Registration No. 33-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

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

                               THE ROUSE COMPANY
              (Exact name of issuer as specified in its charter)

           Maryland                                             52-0735512
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

10275 Little Patuxent Parkway
      Columbia, Maryland                                        21044-3456
(Address of principal executive offices)                        (Zip Code)
                             --------------------

                               THE ROUSE COMPANY
                            1990 STOCK OPTION PLAN
                           (Full title of the plan)
                             --------------------



                         RICHARD G. McCAULEY, Esquire
                        Senior Vice-President, General
                             Counsel and Secretary
                               The Rouse Company
                         10275 Little Patuxent Parkway
                         Columbia, Maryland 21044-3456
                                (410) 992-6400
                     (Name, address and telephone number,
                  including area code, of agent for service)
                             --------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================
Title of              Amount     Proposed maxi-   Proposed maxi-     Amount of
securities to         to be       mum offering     mum aggregate   registration
be registered       registered  price per share   offering price        fee
- ------------------  ----------  ----------------  ---------------  -------------
 
<S>                 <C>         <C>               <C>              <C>
Common Stock
(par value
$0.01 per share)     1,500,000         $18.6875*     $28,031,250*        $9,666*
 
================================================================================
</TABLE>

(*)  Pursuant to Rule 457(h)(1) and (c), the proposed maximum offering price per
     share, proposed maximum aggregate offering price and the amount of
     registration fee are based upon the average of the high and low sale price
     of the Common Stock on the National Association of Securities Dealers
     Automated Quotation (NASDAQ) National Market System on October 26, 1994.

================================================================================
<PAGE>
 
                               THE ROUSE COMPANY
                            1990 STOCK OPTION PLAN


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.     
          ----------------------------------------      

     The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
          1993;

     (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
          and June 30, 1994 and all other reports filed pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
          since the end of the fiscal year covered by the registration document
          referred to in (a) above; and

     (c)  Description of Common Stock of the Registrant contained or
          incorporated in the Registration Statements filed by the Registrant
          under the Exchange Act, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of the Registration Statement from the date of filing of such
document.

ITEM 4.   DESCRIPTION OF SECURITIES.
          --------------------------

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

                                     - 2 -
<PAGE>
 
     Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
Richard G. McCauley, Esquire, who is Senior Vice-President, General Counsel and
Secretary of the Company. As of October 28, 1994, Mr. McCauley was the direct
owner of 107,910 shares of the Company's Common Stock (excluding shares of the
Company's Common Stock held in his account under the Company's 401(k) Savings
Plan), certain family members owned 21,295 shares (as to which shares he
disclaims beneficial ownership) and he held options to purchase 112,500 shares,
of which options to purchase 39,500 shares were presently exercisable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

     The Charter and Bylaws of the Registrant provide for limitation of
liability and indemnification of directors and officers. Article SEVENTH (f) of
the Charter provides for limitation of liability of directors and officers of
the Registrant as follows:

     "To the fullest extent permitted by Maryland statutory or decisional
     law, as amended or interpreted, no director or officer of this
     Corporation shall be personally liable to the Corporation or its
     stockholders for money damages. No amendment of the charter of the
     Corporation or repeal of any of its provisions shall limit or
     eliminate the benefits provided to directors and officers under this
     provision with respect to any act or omission which occurred prior to
     such amendment or repeal."

     Article IX of the Bylaws of the Company provides that directors and
officers of the Company shall be indemnified by the Company to the fullest
extent permitted by Maryland law as now or hereafter in force, including the
advance of related expenses. If any determination is required under applicable
law as to whether a director or officer is entitled to indemnification, such
determination shall be made by independent legal counsel retained by the Company
and appointed by either the Board of Directors or the Chief Executive Officer.

     Under Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland, a corporation may indemnify any director made a
party to a proceeding by reason of service in that capacity unless it is
established that: (1) the act or omission of the director was material to the
matter giving rise to the proceeding and either (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, or (2) the director
actually received an improper personal benefit in money, property or services,
or (3) in the case of any criminal proceeding, the director had reasonable cause
to believe that the act or omission was unlawful. To the extent that a director
has been successful in the defense of any proceeding, he or she also shall be
indemnified against reasonable expenses incurred in connection therewith. A
Maryland corporation may indemnify its

                                     - 3 -
<PAGE>
 
officers to the same extent as its directors and to such further extent as is
consistent with law.

     As permitted under Section 2-418(k) of the Corporations and Associations
Article of the Annotated Code of Maryland, the Company has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the Company would have the power to indemnify such persons
under the provisions of the Maryland law governing indemnification.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ------------------------------------

     Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

Exhibit
Number   Description
- -------  -----------

5        Opinion of Richard G. McCauley, Esquire (contains Consent of
         Counsel).

23.1     Consent of Counsel (contained in Exhibit 5).

23.2     Consent of Independent Certified Public Accountants.

23.3     Consent of Independent Real Estate Consultants.

24       Power of Attorney.

ITEM 9.  UNDERTAKINGS.
         ------------ 

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

       (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;
and

      (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.

                                     - 4 -
<PAGE>
 
     Paragraphs (1)(i) and (1)(ii) 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 shall be deemed to be the initial bona
                                                                           ----
fide offering thereof.
- ---- 

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
- ----

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.

                                     - 5 -
<PAGE>
 
                                  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 Columbia, Maryland on this 28th day of October, 1994.

                                                  THE ROUSE COMPANY            
                                                                             
                                                                             
                                                  By:/s/ Mathias J. DeVito     
                                                     ---------------------------
                                                       Mathias J. DeVito        
                                                       Chairman of the Board and
                                                       Chief Executive Officer  


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

Principal Executive Officers:


/s/ Mathias J. DeVito    Chairman of the         Date:  October 28, 1994
- ---------------------                                             
Mathias J. DeVito        Board and Chief
                         Executive Officer


/s/ Anthony W. Deering   President and           Date:  October 28, 1994
- ----------------------                                         
Anthony W. Deering       Chief Operating
                         Officer


Principal Financial Officer:


/s/ Jeffrey H. Donahue   Senior Vice-            Date:  October 28, 1994
- ----------------------                                        
Jeffrey H. Donahue       President and
                         Chief Financial
                         Officer

Principal Accounting Officer:


/s/ George L. Yungmann   Senior Vice-            Date:  October 28, 1994
- ----------------------                                        
George L. Yungmann       President and
                         Controller

                                     - 6 -
<PAGE>
 
                     A MAJORITY OF THE BOARD OF DIRECTORS

David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai, Mathias
J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman and Alexander
B. Trowbridge


/s/ Mathias J. DeVito    For himself and as         October 28, 1994
- -----------------------                                             
   Mathias J. DeVito     Attorney-in-Fact for
                         the above-named members
                         of the Board of
                         Directors

                                     - 7 -
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit                                                    
Number    Description                                          Page
- -------   -----------                                          ----
<S>       <C>                                                  <C>
                                                           
5         Opinion of Richard G. McCauley, Esquire          
          (contains Consent of Counsel).                         9
                                                           
23.1      Consent of Counsel (contained in Exhibit 5).           9
                                                           
23.2      Consent of Independent Certified Public          
          Accountants.                                          11 
                                                           
23.3      Consent of Independent Real Estate Consultants.       12
                                                           
24        Power of Attorney.                                    13
</TABLE>

                                     - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17322}]
{"company-data": {"conformed-name": "ROUSE COMPANY", "cik": "0000085388", "assigned-sic": "6512", "irs-number": "520735512", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56233", "film-number": "94555863"}, "business-address": {"street1": "10275 LITTLE PATUXENT PKWY", "city": "COLUMBIA", "state": "MD", "zip": "21044", "phone": "4109926000"}, "mail-address": {"street1": "10275 LITTLE PATUXENT PARKWAY", "city": "COLUMBIA", "state": "MD", "zip": "21044"}, "former-company": {"former-conformed-name": "COMMUNITY RESEARCH & DEVELOPMENT INC", "date-changed": "19660913"}}
The Exhibit Index is on page 8

   As filed with the Securities and Exchange Commission on October 28, 1994
                             Registration No. 33-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ----------------------

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

                               THE ROUSE COMPANY
              (Exact name of issuer as specified in its charter)

           Maryland                                             52-0735512
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

10275 Little Patuxent Parkway
      Columbia, Maryland                                        21044-3456
(Address of principal executive offices)                        (Zip Code)
                             --------------------

                               THE ROUSE COMPANY
                            1990 STOCK OPTION PLAN
                           (Full title of the plan)
                             --------------------

                         RICHARD G. McCAULEY, Esquire
                        Senior Vice-President, General
                             Counsel and Secretary
                               The Rouse Company
                         10275 Little Patuxent Parkway
                         Columbia, Maryland 21044-3456
                                (410) 992-6400
                     (Name, address and telephone number,
                  including area code, of agent for service)
                             --------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of              Amount     Proposed maxi-   Proposed maxi-     Amount of
securities to         to be       mum offering     mum aggregate   registration
be registered       registered  price per share   offering price        fee
- ------------------  ----------  ----------------  ---------------  -------------
Common Stock
(par value
$0.01 per share)     1,500,000         $18.6875*     $28,031,250*        $9,666*
 
================================================================================
(*)  Pursuant to Rule 457(h)(1) and (c), the proposed maximum offering price per
     share, proposed maximum aggregate offering price and the amount of
     registration fee are based upon the average of the high and low sale price
     of the Common Stock on the National Association of Securities Dealers
     Automated Quotation (NASDAQ) National Market System on October 26, 1994.

================================================================================
THE ROUSE COMPANY
                            1990 STOCK OPTION PLAN

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.     
          ----------------------------------------      

     The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
          1993;

     (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
          and June 30, 1994 and all other reports filed pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
          since the end of the fiscal year covered by the registration document
          referred to in (a) above; and

     (c)  Description of Common Stock of the Registrant contained or
          incorporated in the Registration Statements filed by the Registrant
          under the Exchange Act, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of the Registration Statement from the date of filing of such
document.

ITEM 4.   DESCRIPTION OF SECURITIES.
          --------------------------

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

                                     - 2 -
Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
Richard G. McCauley, Esquire, who is Senior Vice-President, General Counsel and
Secretary of the Company. As of October 28, 1994, Mr. McCauley was the direct
owner of 107,910 shares of the Company's Common Stock (excluding shares of the
Company's Common Stock held in his account under the Company's 401(k) Savings
Plan), certain family members owned 21,295 shares (as to which shares he
disclaims beneficial ownership) and he held options to purchase 112,500 shares,
of which options to purchase 39,500 shares were presently exercisable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

     The Charter and Bylaws of the Registrant provide for limitation of
liability and indemnification of directors and officers. Article SEVENTH (f) of
the Charter provides for limitation of liability of directors and officers of
the Registrant as follows:

     "To the fullest extent permitted by Maryland statutory or decisional
     law, as amended or interpreted, no director or officer of this
     Corporation shall be personally liable to the Corporation or its
     stockholders for money damages. No amendment of the charter of the
     Corporation or repeal of any of its provisions shall limit or
     eliminate the benefits provided to directors and officers under this
     provision with respect to any act or omission which occurred prior to
     such amendment or repeal."

     Article IX of the Bylaws of the Company provides that directors and
officers of the Company shall be indemnified by the Company to the fullest
extent permitted by Maryland law as now or hereafter in force, including the
advance of related expenses. If any determination is required under applicable
law as to whether a director or officer is entitled to indemnification, such
determination shall be made by independent legal counsel retained by the Company
and appointed by either the Board of Directors or the Chief Executive Officer.

     Under Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland, a corporation may indemnify any director made a
party to a proceeding by reason of service in that capacity unless it is
established that: (1) the act or omission of the director was material to the
matter giving rise to the proceeding and either (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, or (2) the director
actually received an improper personal benefit in money, property or services,
or (3) in the case of any criminal proceeding, the director had reasonable cause
to believe that the act or omission was unlawful. To the extent that a director
has been successful in the defense of any proceeding, he or she also shall be
indemnified against reasonable expenses incurred in connection therewith. A
Maryland corporation may indemnify its

                                     - 3 -
officers to the same extent as its directors and to such further extent as is
consistent with law.

     As permitted under Section 2-418(k) of the Corporations and Associations
Article of the Annotated Code of Maryland, the Company has purchased and
maintains insurance on behalf of its directors and officers against any
liability asserted against such directors and officers in their capacities as
such whether or not the Company would have the power to indemnify such persons
under the provisions of the Maryland law governing indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ------------------------------------

     Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

Exhibit
Number   Description
- -------  -----------

5        Opinion of Richard G. McCauley, Esquire (contains Consent of
         Counsel).

23.1     Consent of Counsel (contained in Exhibit 5).

23.2     Consent of Independent Certified Public Accountants.

23.3     Consent of Independent Real Estate Consultants.

24       Power of Attorney.

ITEM 9.  UNDERTAKINGS.
         ------------ 

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

       (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;
and

      (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.

                                     - 4 -
Paragraphs (1)(i) and (1)(ii) 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 shall be deemed to be the initial bona
                                                                           ----
fide offering thereof.
- ---- 

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
- ----

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.

                                     - 5 -
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Columbia, Maryland on this 28th day of October, 1994.

                                                  THE ROUSE COMPANY            
                                                                             
                                                                             
                                                  By:/s/ Mathias J. DeVito     
                                                     ---------------------------
                                                       Mathias J. DeVito        
                                                       Chairman of the Board and
                                                       Chief Executive Officer  

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

Principal Executive Officers:

/s/ Mathias J. DeVito    Chairman of the         Date:  October 28, 1994
- ---------------------                                             
Mathias J. DeVito        Board and Chief
                         Executive Officer

/s/ Anthony W. Deering   President and           Date:  October 28, 1994
- ----------------------                                         
Anthony W. Deering       Chief Operating
                         Officer

Principal Financial Officer:

/s/ Jeffrey H. Donahue   Senior Vice-            Date:  October 28, 1994
- ----------------------                                        
Jeffrey H. Donahue       President and
                         Chief Financial
                         Officer

Principal Accounting Officer:

/s/ George L. Yungmann   Senior Vice-            Date:  October 28, 1994
- ----------------------                                        
George L. Yungmann       President and
                         Controller

                                     - 6 -
A MAJORITY OF THE BOARD OF DIRECTORS

David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai, Mathias
J. DeVito, Juanita T. James, Thomas J. McHugh, Hanne M. Merriman and Alexander
B. Trowbridge

/s/ Mathias J. DeVito    For himself and as         October 28, 1994
- -----------------------                                             
   Mathias J. DeVito     Attorney-in-Fact for
                         the above-named members
                         of the Board of
                         Directors

                                     - 7 -
EXHIBIT INDEX
Exhibit                                                    
Number    Description                                          Page
- -------   -----------                                          ----
5         Opinion of Richard G. McCauley, Esquire          
          (contains Consent of Counsel).                         9
                                                           
23.1      Consent of Counsel (contained in Exhibit 5).           9
                                                           
23.2      Consent of Independent Certified Public          
          Accountants.                                          11 
                                                           
23.3      Consent of Independent Real Estate Consultants.       12
                                                           
24        Power of Attorney.                                    13
- 8 -