As filed with the Securities and Exchange Commission on October 8,  2004.
                                                     Registration No. 333-
                                                                          ------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

                           WESTELL TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                       36-3154957
     (State or Other Jurisdiction of                      (I.R.S. Employer
     Incorporation or Organization)                      Identification No.)

                               750 N. COMMONS DR.
                                AURORA, IL 60504
                    (Address of Principal Executive Offices)

              WESTELL TECHNOLOGIES, INC. 2004 STOCK INCENTIVE PLAN
             WESTELL TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

            NICHOLAS C. HINDMAN, SR.                         Telephone number,
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER          Including area code,
               750 N. COMMONS DR.                          of agent for service:
                AURORA, IL  60504
     (Name and Address of Agent For Service)                  (630) 898-2500


<TABLE>
----------------------------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

<CAPTION>

                                               Proposed        Proposed
        Title of                               Maximum         Maximum
       Securities               Amount         Offering        Aggregate        Amount of
         to be                   to be          Price          Offering       Registration
       Registered             Registered(1)    Per Share(2)     Price(2)            Fee(2)

----------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>          <C>               <C>
Class A Common Stock(3)     5,800,000 Shares     $5.23        $30,334,000       $3,843.32


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

1  Plus an undetermined number of additional shares that may be issued if the
   anti-dilution adjustment provisions of the plan become operative.


2  Estimated solely for the purpose of calculating the registration fee,
   pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933 based on
   the price of the Registrant's Class A Common Stock on October 5, 2004.

3  Includes an indeterminate number of interests related to the Class A Common
   Stock to be issued under the Westell Technologies, Inc. 2004 Stock Incentive
   Plan, all of which are generally nontransferable, including stock options,
   restricted stock units and stock equivalents.


</TABLE>

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         Pursuant to General Instruction E of Form S-8, the Registration
Statement on Form S-8 filed by Westell Technologies, Inc. (the "Registrant" or
the "Company") (File No. 33-99914) with the Securities and Exchange Commission
(the "Commission") with respect to its 1995 Employee Stock Purchase Plan is
incorporated herein by reference.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") (File No. 0-27266) are incorporated
herein by reference:

                  (1) The Company's Annual Report on Form 10-K, as amended, for
         the year ended March 31, 2004.

                  (2) The Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 2004.

                  (3) Current Report on Form 8-K dated September 30, 2004.

                  (4) The description of the Company's Class A Common Stock
         included in the Registration Statement on Form 8-A.

         All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all shares of the Company's Class A Common Stock offered hereby
have been sold or which deregisters all the shares of the Company's Class A
Common Stock then remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement and to be a part hereof from the date
of filing of such documents; "); (such documents and the documents enumerated
above being hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed by the
registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act in
each year during which the offering made by this registration statement is in
effect prior to the filing with the Commission of the registrant's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for this purpose to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         The Company's Class A Common Stock to be offered is registered under
Section 12(b) of the Exchange Act.


                                      -2-

<PAGE>

Item 5.  Interest of Names Experts and Counsel.
         -------------------------------------

         The validity of the securities offered under the Registration Statement
is being passed upon for the Registrant by McDermott, Will & Emery LLP.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

         The Company's Restated Certificate of Incorporation, as amended, and
its Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Reference is made to the Exhibit Index.

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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) under the Securities Act of
                  1933 if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement.

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.


                                      -3-

<PAGE>

                  (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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -4-

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Aurora, State of Illinois, on the 6th day of
October, 2004.

                                                WESTELL TECHNOLOGIES, INC.


                                                By: /s/ Nicholas C. Hindman, Sr.
                                                   -----------------------------
                                                   Nicholas C. Hindman, Sr.
                                                   Senior Vice President and
                                                   Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the hereby constitutes and appoints Michel Mayer and John D.
Torres, and each of them, as attorneys for him and in his name, place and stead,
and in any and all capacities, to execute and file any amendments, supplements
or statements with attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary to
be done in and about the premises, as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorney, or any of them, or their or his
substitute or substitutes, may or shall lawfully 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 indicated on the 6th day of October, 2004.

        Signature                              Title
        ---------                              -----

/s/ E. Van Cullens
---------------------------          President, Chief Executive Officer and
     E. Van Cullens                  Director

/s/ Nicholas C. Hindman              Senior Vice President and Chief Financial
---------------------------          Officer (Principal Financial Officer and
   Nicholas C. Hindman               Principal Accounting Officer)

/s/ John W. Seazholtz                Director
---------------------------
    John W. Seazholtz

/s/ Paul A. Dwyer                   Director
---------------------------
      Paul A. Dwyer

/s/ Eileen A. Kamerick               Director
---------------------------
   Eileen A. Kamerick

/s/ Robert C. Penny III              Director
---------------------------
   Robert C. Penny III

/s/ Roger L.  Plummer                Director
---------------------------
    Roger L. Plummer

/s/ Bernard F. Sergesketter          Director
---------------------------
 Bernard F. Sergesketter

/s/ Melvin J. Simon                  Director
---------------------------
     Melvin J. Simon



                                       -5-

<PAGE>


                                  EXHIBIT INDEX

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

      5              Opinion of McDermott Will & Emery LLP.

      23(a)          The Consent of Ernst & Young LLP.

      23(b)          The Consent of McDermott Will & Emery is included in
                     Exhibit 5.

                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "w43183_s8.txt", "description": "2004 STOCK INCENTIVE PLAN AND ESPP", "secsgml_size_bytes": 16321}]
{"company-data": {"conformed-name": "WESTELL TECHNOLOGIES INC", "cik": "0001002135", "assigned-sic": "3661", "irs-number": "363154957", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119620", "film-number": "041071308"}, "business-address": {"street1": "750 N COMMONS DRIVE", "city": "AURORA", "state": "IL", "zip": "60504", "phone": "6308982500"}, "mail-address": {"street1": "750 NORTH COMMONS DRIVE", "city": "AURORA", "state": "IL", "zip": "60504"}, "former-company": {"former-conformed-name": "ELECTRONIC INFORMATION TECHNOLOGIES INC", "date-changed": "19951012"}}
As filed with the Securities and Exchange Commission on October 8,  2004.
                                                     Registration No. 333-
                                                                          ------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

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

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

                           WESTELL TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

              DELAWARE                                       36-3154957
     (State or Other Jurisdiction of                      (I.R.S. Employer
     Incorporation or Organization)                      Identification No.)

                               750 N. COMMONS DR.
                                AURORA, IL 60504
                    (Address of Principal Executive Offices)

              WESTELL TECHNOLOGIES, INC. 2004 STOCK INCENTIVE PLAN
             WESTELL TECHNOLOGIES, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

            NICHOLAS C. HINDMAN, SR.                         Telephone number,
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER          Including area code,
               750 N. COMMONS DR.                          of agent for service:
                AURORA, IL  60504
     (Name and Address of Agent For Service)                  (630) 898-2500

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

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
        Title of                               Maximum         Maximum
       Securities               Amount         Offering        Aggregate        Amount of
         to be                   to be          Price          Offering       Registration
       Registered             Registered(1)    Per Share(2)     Price(2)            Fee(2)

----------------------------------------------------------------------------------------------------
Class A Common Stock(3)     5,800,000 Shares     $5.23        $30,334,000       $3,843.32

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

1  Plus an undetermined number of additional shares that may be issued if the
   anti-dilution adjustment provisions of the plan become operative.

2  Estimated solely for the purpose of calculating the registration fee,
   pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933 based on
   the price of the Registrant's Class A Common Stock on October 5, 2004.

3  Includes an indeterminate number of interests related to the Class A Common
   Stock to be issued under the Westell Technologies, Inc. 2004 Stock Incentive
   Plan, all of which are generally nontransferable, including stock options,
   restricted stock units and stock equivalents.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         Pursuant to General Instruction E of Form S-8, the Registration
Statement on Form S-8 filed by Westell Technologies, Inc. (the "Registrant" or
the "Company") (File No. 33-99914) with the Securities and Exchange Commission
(the "Commission") with respect to its 1995 Employee Stock Purchase Plan is
incorporated herein by reference.

         The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") (File No. 0-27266) are incorporated
herein by reference:

                  (1) The Company's Annual Report on Form 10-K, as amended, for
         the year ended March 31, 2004.

                  (2) The Company's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 2004.

                  (3) Current Report on Form 8-K dated September 30, 2004.

                  (4) The description of the Company's Class A Common Stock
         included in the Registration Statement on Form 8-A.

         All other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all shares of the Company's Class A Common Stock offered hereby
have been sold or which deregisters all the shares of the Company's Class A
Common Stock then remaining unsold, shall be deemed to be incorporated by
reference into the Registration Statement and to be a part hereof from the date
of filing of such documents; "); (such documents and the documents enumerated
above being hereinafter referred to as "Incorporated Documents"); provided,
however, that the documents enumerated above or subsequently filed by the
registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act in
each year during which the offering made by this registration statement is in
effect prior to the filing with the Commission of the registrant's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for this purpose to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         The Company's Class A Common Stock to be offered is registered under
Section 12(b) of the Exchange Act.

                                      -2-
Item 5.  Interest of Names Experts and Counsel.
         -------------------------------------

         The validity of the securities offered under the Registration Statement
is being passed upon for the Registrant by McDermott, Will & Emery LLP.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

         The Company's Restated Certificate of Incorporation, as amended, and
its Directors' and Officers' Liability Insurance Policy provide for
indemnification of the directors and officers of the Company against certain
liabilities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Reference is made to the Exhibit Index.

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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) under the Securities Act of
                  1933 if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement.

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.

                                      -3-
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Aurora, State of Illinois, on the 6th day of
October, 2004.

                                                WESTELL TECHNOLOGIES, INC.

                                                By: /s/ Nicholas C. Hindman, Sr.
                                                   -----------------------------
                                                   Nicholas C. Hindman, Sr.
                                                   Senior Vice President and
                                                   Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the hereby constitutes and appoints Michel Mayer and John D.
Torres, and each of them, as attorneys for him and in his name, place and stead,
and in any and all capacities, to execute and file any amendments, supplements
or statements with attorneys, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite and necessary to
be done in and about the premises, as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorney, or any of them, or their or his
substitute or substitutes, may or shall lawfully 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 indicated on the 6th day of October, 2004.

        Signature                              Title
        ---------                              -----

/s/ E. Van Cullens
---------------------------          President, Chief Executive Officer and
     E. Van Cullens                  Director

/s/ Nicholas C. Hindman              Senior Vice President and Chief Financial
---------------------------          Officer (Principal Financial Officer and
   Nicholas C. Hindman               Principal Accounting Officer)

/s/ John W. Seazholtz                Director
---------------------------
    John W. Seazholtz

/s/ Paul A. Dwyer                   Director
---------------------------
      Paul A. Dwyer

/s/ Eileen A. Kamerick               Director
---------------------------
   Eileen A. Kamerick

/s/ Robert C. Penny III              Director
---------------------------
   Robert C. Penny III

/s/ Roger L.  Plummer                Director
---------------------------
    Roger L. Plummer

/s/ Bernard F. Sergesketter          Director
---------------------------
 Bernard F. Sergesketter

/s/ Melvin J. Simon                  Director
---------------------------
     Melvin J. Simon

                                       -5-
EXHIBIT INDEX

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

      5              Opinion of McDermott Will & Emery LLP.

      23(a)          The Consent of Ernst & Young LLP.

      23(b)          The Consent of McDermott Will & Emery is included in
                     Exhibit 5.

                                      -6-