As filed with the Securities and Exchange Commission on October 10, 1997
                                                 Registration No. 333-


                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

                     PROMEDCO MANAGEMENT COMPANY
          (Exact name of issuer as specified in its charter)

       Delaware                                                 75-2529809
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                           801 Cherry Street, Suite 1450
                              Fort Worth, Texas 76102
                                  (817) 335-1035
               (Address of Principal Executive Offices and Zip Code)


                           Employee Stock Purchase Plan
                              1996 Stock Option Plan
                              1994 Stock Option Plan
                             (Full title of the plans)


                                  H. Wayne Posey
                       President and Chief Executive Officer
                           801 Cherry Street, Suite 1450
                              Fort Worth, Texas 76102
                                  (817) 335-5035
           (Telephone number, including area code, of agent for service)


                                    Copy to:
                               Michael Joseph, Esq.
                                Dyer Ellis & Joseph
                          600 New Hampshire Avenue, N.W.
                              Washington, D.C. 20037






                                                         1

<PAGE>



                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

       Title of securities              Amount to         Proposed maximum      Proposed maximum          Amount of
         to be registered             be registered        offering price      aggregate offering     registration fee
                                                            per share(1)            price(1)
<S>                                 <C>                 <C>                   <C>                   <C>                
Common Stock, par value $.01 per
share.............................      3,100,000             $10.8125             $33,518,750           $10,157.20
----------------------------------  ------------------  --------------------  --------------------- ---------------------
</TABLE>

(1)      Pursuant  to Rule  457(c)  and  (h),  the  proposed  maximum  aggregate
         offering price per share and the proposed  maximum  aggregate  offering
         price are estimated solely for purposes of calculating the registration
         fee,  and are based upon the average  high and low prices of the Common
         Stock as reported by the Nasdaq Stock Market on October 3, 1997.



                                                         2

<PAGE>



                                        PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The registrant hereby  incorporates by reference into this registration
statement the following  documents  filed by the registrant  with the Securities
and Exchange Commission:

         (a)      Quarterly Report on Form 10-Q for the Quarterly ended June 30,
1997;

         (b)  Amendment to report on Form 8-K filed with the  Commission on July
7, 1997;

         (c) Report on Form 8-K filed with the Commission on June 19, 1997;

         (d) Report on Form 8-K filed with the Commission on May 7, 1997;

         (e) Report on Form 8-K filed with the Commission on March 31, 1997;

         (f) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;

         (g)      The  description of the  registrant's  Common Stock,  $.01 par
                  value,   incorporated   by  reference   to  the   registrant's
                  Registration  Statement  on  Form  S-1,  Commission  File  No.
                  333-10557; and

         (h)      The registrant's  prospectus pursuant to Rule 424(b) under the
                  Securities Act of 1933, as amended,  filed with the Commission
                  on March 12, 1997.

         All documents subsequently filed by the registrant 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 that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Certificate  of  Incorporation  and By-laws  provide for
indemnification of directors,  officers, agents, and employees of the Company to
the fullest  extent  permitted by law.  Under  Delaware law, a  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to an action  (other  than an action by or in the right of the  corporation)  by
reason


                                                         3

<PAGE>



of his service as a director or officer of the corporation,  or his service,  at
the corporation's request, as a director,  officer, employee or agent of another
corporation or other enterprise,  against expenses  (including  attorneys' fees)
that are actually and reasonably  incurred by him  ("Expenses"),  and judgments,
fines and amounts paid in settlement  that are actually and reasonably  incurred
by him, in connection  with the defense or  settlement of such action,  provided
that he acted in good faith and in a manner he  reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was unlawful.  Although  Delaware law permits a corporation to indemnify
any person referred to above against  Expenses in connection with the defense or
settlement of an action by or in the right of the corporation,  provided that he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the  corporation's  best  interests,  if such  person has been judged
liable to the corporation,  indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)  determines
that,  despite  the  adjudication  of  liability,  such  person is  entitled  to
indemnity for such Expenses as the court deems proper.  The  determination as to
whether  a person  seeking  indemnification  has met the  required  standard  of
conduct  is to be made  (1) by a  majority  vote of a  quorum  of  disinterested
members of the board of  directors,  or (2) by  independent  legal  counsel in a
written  opinion,  if such a  quorum  does  not  exist  or if the  disinterested
directors so direct, or (3) by the stockholders.  The General Corporation Law of
the  State of  Delaware  also  provides  for  mandatory  indemnification  of any
director,  officer, employee or agent against Expenses to the extent such person
has been successful in any proceeding covered by the statute.  In addition,  the
General   Corporation  Law  of  the  State  of  Delaware  provides  the  general
authorization of advancement of a director's or officer's litigation expenses in
lieu  of  requiring  the  authorization  of such  advancement  by the  board  of
directors  in  specific  cases,  and that  indemnification  and  advancement  of
expenses  provided by the  statute  shall not be deemed  exclusive  of any other
rights to which those seeking  indemnification or advancement of expenses may be
entitled under any bylaw, agreement or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      4.1         Form of Common Stock Certificate (1)

      5.1         Opinion of counsel as to the legality of securities being 
registered

     10.1         Employee Stock Purchase Plan (2)

     10.2         1996 Stock Option Plan (3)

     10.3         1994 Stock Option Plan (4)

     23.1         Consent of Arthur Andersen LLP

     23.2         Consent of Dyer Ellis & Joseph (included as part of Exhibit 
5.1)

     24.1         Power of Attorney



                                                         4

<PAGE>




(1) Filed as exhibit of same number to the Registrant's Registration Statement 
    on Form 8-A, File No.  0-21373, and incorporated herein by reference.
(2) Filed as exhibit 10.9 to the Registrant's Registration Statement on Form 
    S-1, File No. 333-10557, and incorporated herein by reference.
(3) Filed as exhibit 10.8 to the Registrant's Registration Statement on Form 
    S-1, File No. 333-10557, and incorporated herein by reference.
(4) Filed as exhibit 10.21 to the Registrant's Registration Statement on Form 
    S-1, File No. 333-10557, and incorporated herein by reference.

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; 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;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(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.

         (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.



                                                         5

<PAGE>



         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.



                                                         6

<PAGE>



                                     SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has duly caused this amendment to the  registration  statement to be
signed on its behalf by the  undersigned,  thereunto  duly  authorized,  in Fort
Worth, Texas on the 9th day of October, 1997.

                                  PROMEDCO MANAGEMENT COMPANY



                                  By:                    *
                                                    H. Wayne Posey
                                                    President and
                                               Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.

SIGNATURE                           TITLE                           DATE


                  *
Richard E. Ragsdale                 Chairman                  October 9, 1997


                  *
Robert D. Smith                     Vice President-Finance    October 9, 1997


                  *
E. Thomas Chaney                    Director                  October 9, 1997


David T. Bailey, M.D.               Director                  October    , 1997


Richard R. D'Antoni                 Director                  October    , 1997


James F. Herd, M.D.                 Director                  October    , 1997

                    *
Jack W. McCaslin                    Director                  October 9, 1997


*By:    /S/ MICHAEL JOSEPH
              Michael Joseph
             Attorney-in-Fact


                                                         7

<PAGE>




                                  INDEX TO EXHIBITS


Exhibit                                                           Sequentially
Number           Description of Document                          Numbered Page

5.1        Opinion of counsel as to the legality of securities being registered

23.1       Consent of Arthur Andersen LLP

24.1       Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR PROMEDCO MANAGEMENT COMPANY", "secsgml_size_bytes": 15757}]
{"company-data": {"conformed-name": "PROMEDCO MANAGEMENT CO", "cik": "0001011630", "assigned-sic": "8011", "irs-number": "752529809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37695", "film-number": "97694263"}, "business-address": {"street1": "801 CHERRY ST", "street2": "SUITE 1450", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173355035"}, "mail-address": {"street1": "801 CHERRY ST", "street2": "SUITE 1450", "city": "FORT WORTH", "state": "TX", "zip": "76102"}, "former-company": {"former-conformed-name": "PROFESSIONAL MEDICAL MANAGEMENT CO", "date-changed": "19960906"}}
As filed with the Securities and Exchange Commission on October 10, 1997
                                                 Registration No. 333-

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

                     PROMEDCO MANAGEMENT COMPANY
          (Exact name of issuer as specified in its charter)

       Delaware                                                 75-2529809
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                           801 Cherry Street, Suite 1450
                              Fort Worth, Texas 76102
                                  (817) 335-1035
               (Address of Principal Executive Offices and Zip Code)

                           Employee Stock Purchase Plan
                              1996 Stock Option Plan
                              1994 Stock Option Plan
                             (Full title of the plans)

                                  H. Wayne Posey
                       President and Chief Executive Officer
                           801 Cherry Street, Suite 1450
                              Fort Worth, Texas 76102
                                  (817) 335-5035
           (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Michael Joseph, Esq.
                                Dyer Ellis & Joseph
                          600 New Hampshire Avenue, N.W.
                              Washington, D.C. 20037

                                                         1
CALCULATION OF REGISTRATION FEE
Title of securities              Amount to         Proposed maximum      Proposed maximum          Amount of
         to be registered             be registered        offering price      aggregate offering     registration fee
                                                            per share(1)            price(1)
Common Stock, par value $.01 per
share.............................      3,100,000             $10.8125             $33,518,750           $10,157.20
----------------------------------  ------------------  --------------------  --------------------- ---------------------
(1)      Pursuant  to Rule  457(c)  and  (h),  the  proposed  maximum  aggregate
         offering price per share and the proposed  maximum  aggregate  offering
         price are estimated solely for purposes of calculating the registration
         fee,  and are based upon the average  high and low prices of the Common
         Stock as reported by the Nasdaq Stock Market on October 3, 1997.

                                                         2
PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant hereby  incorporates by reference into this registration
statement the following  documents  filed by the registrant  with the Securities
and Exchange Commission:

         (a)      Quarterly Report on Form 10-Q for the Quarterly ended June 30,
1997;

         (b)  Amendment to report on Form 8-K filed with the  Commission on July
7, 1997;

         (c) Report on Form 8-K filed with the Commission on June 19, 1997;

         (d) Report on Form 8-K filed with the Commission on May 7, 1997;

         (e) Report on Form 8-K filed with the Commission on March 31, 1997;

         (f) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;

         (g)      The  description of the  registrant's  Common Stock,  $.01 par
                  value,   incorporated   by  reference   to  the   registrant's
                  Registration  Statement  on  Form  S-1,  Commission  File  No.
                  333-10557; and

         (h)      The registrant's  prospectus pursuant to Rule 424(b) under the
                  Securities Act of 1933, as amended,  filed with the Commission
                  on March 12, 1997.

         All documents subsequently filed by the registrant 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 that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Certificate  of  Incorporation  and By-laws  provide for
indemnification of directors,  officers, agents, and employees of the Company to
the fullest  extent  permitted by law.  Under  Delaware law, a  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to an action  (other  than an action by or in the right of the  corporation)  by
reason

                                                         3
of his service as a director or officer of the corporation,  or his service,  at
the corporation's request, as a director,  officer, employee or agent of another
corporation or other enterprise,  against expenses  (including  attorneys' fees)
that are actually and reasonably  incurred by him  ("Expenses"),  and judgments,
fines and amounts paid in settlement  that are actually and reasonably  incurred
by him, in connection  with the defense or  settlement of such action,  provided
that he acted in good faith and in a manner he  reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  that his
conduct was unlawful.  Although  Delaware law permits a corporation to indemnify
any person referred to above against  Expenses in connection with the defense or
settlement of an action by or in the right of the corporation,  provided that he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the  corporation's  best  interests,  if such  person has been judged
liable to the corporation,  indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)  determines
that,  despite  the  adjudication  of  liability,  such  person is  entitled  to
indemnity for such Expenses as the court deems proper.  The  determination as to
whether  a person  seeking  indemnification  has met the  required  standard  of
conduct  is to be made  (1) by a  majority  vote of a  quorum  of  disinterested
members of the board of  directors,  or (2) by  independent  legal  counsel in a
written  opinion,  if such a  quorum  does  not  exist  or if the  disinterested
directors so direct, or (3) by the stockholders.  The General Corporation Law of
the  State of  Delaware  also  provides  for  mandatory  indemnification  of any
director,  officer, employee or agent against Expenses to the extent such person
has been successful in any proceeding covered by the statute.  In addition,  the
General   Corporation  Law  of  the  State  of  Delaware  provides  the  general
authorization of advancement of a director's or officer's litigation expenses in
lieu  of  requiring  the  authorization  of such  advancement  by the  board  of
directors  in  specific  cases,  and that  indemnification  and  advancement  of
expenses  provided by the  statute  shall not be deemed  exclusive  of any other
rights to which those seeking  indemnification or advancement of expenses may be
entitled under any bylaw, agreement or otherwise.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

      4.1         Form of Common Stock Certificate (1)

      5.1         Opinion of counsel as to the legality of securities being 
registered

     10.1         Employee Stock Purchase Plan (2)

     10.2         1996 Stock Option Plan (3)

     10.3         1994 Stock Option Plan (4)

     23.1         Consent of Arthur Andersen LLP

     23.2         Consent of Dyer Ellis & Joseph (included as part of Exhibit 
5.1)

     24.1         Power of Attorney

                                                         4
(1) Filed as exhibit of same number to the Registrant's Registration Statement 
    on Form 8-A, File No.  0-21373, and incorporated herein by reference.
(2) Filed as exhibit 10.9 to the Registrant's Registration Statement on Form 
    S-1, File No. 333-10557, and incorporated herein by reference.
(3) Filed as exhibit 10.8 to the Registrant's Registration Statement on Form 
    S-1, File No. 333-10557, and incorporated herein by reference.
(4) Filed as exhibit 10.21 to the Registrant's Registration Statement on Form 
    S-1, File No. 333-10557, and incorporated herein by reference.

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; 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;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(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.

         (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.

                                                         5
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                                         6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant  has duly caused this amendment to the  registration  statement to be
signed on its behalf by the  undersigned,  thereunto  duly  authorized,  in Fort
Worth, Texas on the 9th day of October, 1997.

                                  PROMEDCO MANAGEMENT COMPANY

                                  By:                    *
                                                    H. Wayne Posey
                                                    President and
                                               Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated.

SIGNATURE                           TITLE                           DATE

                  *
Richard E. Ragsdale                 Chairman                  October 9, 1997

                  *
Robert D. Smith                     Vice President-Finance    October 9, 1997

                  *
E. Thomas Chaney                    Director                  October 9, 1997

David T. Bailey, M.D.               Director                  October    , 1997

Richard R. D'Antoni                 Director                  October    , 1997

James F. Herd, M.D.                 Director                  October    , 1997

                    *
Jack W. McCaslin                    Director                  October 9, 1997

*By:    /S/ MICHAEL JOSEPH
              Michael Joseph
             Attorney-in-Fact

                                                         7
INDEX TO EXHIBITS

Exhibit                                                           Sequentially
Number           Description of Document                          Numbered Page

5.1        Opinion of counsel as to the legality of securities being registered

23.1       Consent of Arthur Andersen LLP

24.1       Power of Attorney