As filed with the Securities and Exchange Commission on April 1, 1999
                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

           New Jersey                                            22-2405746
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
    (Address, including zip code of registrant's principal executive offices)

                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                               Kenneth T. Neilson,
                 Chairman, President and Chief Executive Officer
                                   HUBCO, Inc.
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                 (201) 236-2631
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Ronald H. Janis, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8263



<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered         registered (1)          offering price       Aggregate offering      Registration fee
                                                      per share(2)             Price (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                        <C>                    <C>                      <C>      
Common Stock, no par        1,000,000 shares           $32.21875              $32,218,750              $8,957
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>

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

(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock as may become  subject to the 1999  Stock  Option  Plan as a result of the
anti-dilution provisions thereof.

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common Stock on the Nasdaq  National  Market  System on March
30, 1999 as reported in The Wall Street Journal.


<PAGE>


                                     PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1     Plan Information

           Not filed with this Registration Statement.

ITEM 2     Registrant Information and Employee Plan Annual Information Not filed
           with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3     Documents Incorporated By Reference

      The following  documents  filed by HUBCO,  Inc. (the  "Company")  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

    1.   The Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998.

    2.   All other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

    3.   The  description  of  the  Company's  common  stock  contained  in  the
         Registration  Statement  on Form 8-A filed by the  Company  pursuant to
         Section 12(b) or 12(g) of the Securities  Exchange Act of 1934, and all
         subsequent   amendments  and  reports  that  are  filed  updating  that
         description.

         In addition,  all  documents  filed by the Company  pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, hereby
are incorporated  herein by reference and shall be deemed 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

         Certain  legal  matters  relating to the  issuance of the shares of the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel  to the  Company.  Attorneys  in the law firm of  Pitney,
Hardin, Kipp & Szuch beneficially own 8,220 shares of the Company's Common Stock
as of March 8, 1999.

         The consolidated financial statements of the Company as of December 31,
1998 and for each of the years in the three year period ended December 31, 1998,
included  in the  Company's  Annual  Report  on Form  10-K and  incorporated  by
reference herein,  have been audited by Arthur Andersen LLP,  independent public
accountants,  as indicated in their report dated January 12, 1999,  with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

ITEM 6     Indemnification of Directors and Officers
           -----------------------------------------

         (a)  Limitation  of  Liability  of  Directors  and  Officers.   Section
         14A:2-7(3)  of the  New  Jersey  Business  Corporation  Act  permits  a
         corporation  to  provide in its  certificate  of  incorporation  that a
         director or officer shall not be personally  liable to the  corporation
         or its  shareholders  for breach of any duty owed to the corporation or
         its  shareholders,  except  that such  provisions  shall not  relieve a
         director or officer from liability for any breach of duty based upon an
         action or omission  (a) in breach of such  person's  duty of loyalty to
         the corporation or its shareholders, (b) not in good faith or involving
         a knowing  violation of law or (c)  resulting in receipt by such person
         of any improper  personal  benefit.  Article X of the Company's Amended
         and Restated  Certificate of Incorporation  includes  limitation on the
         liability of officers and directors to the fullest extent  permitted by
         New Jersey law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article VI of its Amended and Restated  Certificate  of  Incorporation,
         HUBCO must,  to the fullest  extent  permitted  by law,  indemnify  its
         directors,  officers,  employees and agents. Section 14A:3-5 of the New
         Jersey  Business  Corporation  Act  provides  that  a  corporation  may
         indemnify  its  directors,   officers,  employees  and  agents  against
         judgments,  fines, penalties,  amounts paid in settlement and expenses,
         including  attorneys'  fees,  resulting  from  various  types  of legal
         actions or  proceedings  if the actions of the party being  indemnified
         meet  the  standards  of  conduct  specified  therein.   Determinations
         concerning  whether or not the applicable  standard of conduct has been
         met  can be  made  by (a) a  disinterested  majority  of the  Board  of
         Directors, (b) independent legal counsel, or (c) an affirmative vote of
         a majority of shares held by the shareholders.  No  indemnification  is
         permitted to be made to or on behalf of a corporate director,  officer,
         employee or agent if a judgment or other final adjudication  adverse to
         such person  establishes  that his acts or omissions (a) were in breach
         of his duty of loyalty to the corporation or its shareholders, (b) were
         not in  good  faith  or  involved  a  knowing  violation  of law or (c)
         resulted in receipt by such person of an improper personal benefit.

         (c) Insurance.  The Company maintains  insurance  policies insuring the
         Company's directors and officers against liability for wrongful acts or
         omissions  arising out of their  positions as directors  and  officers,
         subject to certain limitations.

ITEM 7     Exemption from Registration Claimed

           Not applicable.

ITEM 8     Exhibits

    5    Opinion  of  Pitney,   Hardin,  Kipp  &  Szuch  regarding  legality  of
         securities

    23.1 Consent of Arthur Andersen LLP

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (contained  in the  opinion
         included as Exhibit 5)

    24   Power of Attorney for Directors and Executive Officers

ITEM 9     Undertakings

  1.    The undersigned registrant hereby undertakes:

         (a)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement, 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.

         (b)      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.

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

    2.   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 Act of 1934) that is  incorporated  by
         reference in this  Registration  Statement  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

    3.   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.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirement  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Township of Mahwah, State of New Jersey, on March 11, 1999.

                                HUBCO, INC.

                                KENNETH T. NEILSON
                            By: _____________________________________
                                Kenneth T. Neilson, Chairman, President
                                and Chief Executive Officer

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

<TABLE>
<CAPTION>

                  Signature                                     Title                              Date
<S>                                                  <C>                              <C>
                                                     Chairman, President, Chief
KENNETH T. NEILSON                                 Executive Officer and Director
---------------------------------------            (Principal Executive Officer)      March 11, 1999
(Kenneth T. Neilson)



ROBERT J. BURKE                                               Director                March 11, 1999
--------------------------------------
(Robert J. Burke)



DONALD P. CALCAGNINI                                          Director                March 11, 1999
--------------------------------------
(Donald P. Calcagnini)



                                                              Director                March ___, 1999
--------------------------------------
(Joan David)



                                                              Director                March ___, 1999
--------------------------------------
(Noel deCordova, Jr.)



THOMAS R. FARLEY                                              Director                March 11, 1999
--------------------------------------
(Thomas R. Farley)




                                                              Director                March ___, 1999
--------------------------------------
(Bryant Malcolm)



W. PETER MCBRIDE                                              Director                March 9, 1999
--------------------------------------
(W. Peter McBride)



                                                              Director                March ___, 1999
--------------------------------------
(Charles F.X. Poggi)



DAVID A. ROSOW                                                Director                March 11, 1999
--------------------------------------
(David A. Rosow)



JAMES E. SCHIERLOH                                            Director                March 11, 1999
--------------------------------------
(James E. Schierloh)



JOHN TATIGIAN                                                 Director                March 11, 1999
--------------------------------------
(John Tatigian)



                                                              Director                March ___, 1999
--------------------------------------
(Sister Grace Frances Strauber)


                                                    Executive Vice President and
JOSEPH F. HURLEY                                       Chief Financial Offer          March 11, 1999
--------------------------------------
(Joseph F. Hurley)



RICHARD ALBAN                                                Controller               March 11, 1999
--------------------------------------
(Richard Alban)

</TABLE>


<PAGE>


                                INDEX TO EXHIBITS


Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1      Consent of Arthur Andersen LLP

Exhibit           23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the
                  opinion included as Exhibit 5)

Exhibit 24        Power of Attorney for Directors and Executive Officers
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17294}]
{"company-data": {"conformed-name": "HUBCO INC", "cik": "0000703559", "assigned-sic": "6022", "irs-number": "222405746", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75571", "film-number": "99586422"}, "business-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430", "phone": "2012362600"}, "mail-address": {"street1": "1000 MACARTHUR BLVD", "city": "MAHWAH", "state": "NJ", "zip": "07430"}}
As filed with the Securities and Exchange Commission on April 1, 1999
                                                  Registration No. 333-_________
------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

           New Jersey                                            22-2405746
 (State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
    (Address, including zip code of registrant's principal executive offices)

                             1999 STOCK OPTION PLAN
                            (Full title of the Plan)

                               Kenneth T. Neilson,
                 Chairman, President and Chief Executive Officer
                                   HUBCO, Inc.
                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                                 (201) 236-2631
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                              Ronald H. Janis, Esq.
                          Pitney, Hardin, Kipp & Szuch
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8263
CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered         registered (1)          offering price       Aggregate offering      Registration fee
                                                      per share(2)             Price (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, no par        1,000,000 shares           $32.21875              $32,218,750              $8,957
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
--------------------------

(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock as may become  subject to the 1999  Stock  Option  Plan as a result of the
anti-dilution provisions thereof.

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales price of the Common Stock on the Nasdaq  National  Market  System on March
30, 1999 as reported in The Wall Street Journal.
PART I
             INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS

ITEM 1     Plan Information

           Not filed with this Registration Statement.

ITEM 2     Registrant Information and Employee Plan Annual Information Not filed
           with this Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3     Documents Incorporated By Reference

      The following  documents  filed by HUBCO,  Inc. (the  "Company")  with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

    1.   The Company's  Annual  Report on Form 10-K for the year ended  December
         31, 1998.

    2.   All other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

    3.   The  description  of  the  Company's  common  stock  contained  in  the
         Registration  Statement  on Form 8-A filed by the  Company  pursuant to
         Section 12(b) or 12(g) of the Securities  Exchange Act of 1934, and all
         subsequent   amendments  and  reports  that  are  filed  updating  that
         description.

         In addition,  all  documents  filed by the Company  pursuant to Section
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, hereby
are incorporated  herein by reference and shall be deemed 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

         Certain  legal  matters  relating to the  issuance of the shares of the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch,  counsel  to the  Company.  Attorneys  in the law firm of  Pitney,
Hardin, Kipp & Szuch beneficially own 8,220 shares of the Company's Common Stock
as of March 8, 1999.

         The consolidated financial statements of the Company as of December 31,
1998 and for each of the years in the three year period ended December 31, 1998,
included  in the  Company's  Annual  Report  on Form  10-K and  incorporated  by
reference herein,  have been audited by Arthur Andersen LLP,  independent public
accountants,  as indicated in their report dated January 12, 1999,  with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

ITEM 6     Indemnification of Directors and Officers
           -----------------------------------------

         (a)  Limitation  of  Liability  of  Directors  and  Officers.   Section
         14A:2-7(3)  of the  New  Jersey  Business  Corporation  Act  permits  a
         corporation  to  provide in its  certificate  of  incorporation  that a
         director or officer shall not be personally  liable to the  corporation
         or its  shareholders  for breach of any duty owed to the corporation or
         its  shareholders,  except  that such  provisions  shall not  relieve a
         director or officer from liability for any breach of duty based upon an
         action or omission  (a) in breach of such  person's  duty of loyalty to
         the corporation or its shareholders, (b) not in good faith or involving
         a knowing  violation of law or (c)  resulting in receipt by such person
         of any improper  personal  benefit.  Article X of the Company's Amended
         and Restated  Certificate of Incorporation  includes  limitation on the
         liability of officers and directors to the fullest extent  permitted by
         New Jersey law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article VI of its Amended and Restated  Certificate  of  Incorporation,
         HUBCO must,  to the fullest  extent  permitted  by law,  indemnify  its
         directors,  officers,  employees and agents. Section 14A:3-5 of the New
         Jersey  Business  Corporation  Act  provides  that  a  corporation  may
         indemnify  its  directors,   officers,  employees  and  agents  against
         judgments,  fines, penalties,  amounts paid in settlement and expenses,
         including  attorneys'  fees,  resulting  from  various  types  of legal
         actions or  proceedings  if the actions of the party being  indemnified
         meet  the  standards  of  conduct  specified  therein.   Determinations
         concerning  whether or not the applicable  standard of conduct has been
         met  can be  made  by (a) a  disinterested  majority  of the  Board  of
         Directors, (b) independent legal counsel, or (c) an affirmative vote of
         a majority of shares held by the shareholders.  No  indemnification  is
         permitted to be made to or on behalf of a corporate director,  officer,
         employee or agent if a judgment or other final adjudication  adverse to
         such person  establishes  that his acts or omissions (a) were in breach
         of his duty of loyalty to the corporation or its shareholders, (b) were
         not in  good  faith  or  involved  a  knowing  violation  of law or (c)
         resulted in receipt by such person of an improper personal benefit.

         (c) Insurance.  The Company maintains  insurance  policies insuring the
         Company's directors and officers against liability for wrongful acts or
         omissions  arising out of their  positions as directors  and  officers,
         subject to certain limitations.

ITEM 7     Exemption from Registration Claimed

           Not applicable.

ITEM 8     Exhibits

    5    Opinion  of  Pitney,   Hardin,  Kipp  &  Szuch  regarding  legality  of
         securities

    23.1 Consent of Arthur Andersen LLP

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (contained  in the  opinion
         included as Exhibit 5)

    24   Power of Attorney for Directors and Executive Officers

ITEM 9     Undertakings

  1.    The undersigned registrant hereby undertakes:

         (a)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement, 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.

         (b)      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.

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

    2.   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 Act of 1934) that is  incorporated  by
         reference in this  Registration  Statement  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

    3.   Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirement  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Township of Mahwah, State of New Jersey, on March 11, 1999.

                                HUBCO, INC.

                                KENNETH T. NEILSON
                            By: _____________________________________
                                Kenneth T. Neilson, Chairman, President
                                and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                     Title                              Date
Chairman, President, Chief
KENNETH T. NEILSON                                 Executive Officer and Director
---------------------------------------            (Principal Executive Officer)      March 11, 1999
(Kenneth T. Neilson)

ROBERT J. BURKE                                               Director                March 11, 1999
--------------------------------------
(Robert J. Burke)

DONALD P. CALCAGNINI                                          Director                March 11, 1999
--------------------------------------
(Donald P. Calcagnini)

                                                              Director                March ___, 1999
--------------------------------------
(Joan David)

                                                              Director                March ___, 1999
--------------------------------------
(Noel deCordova, Jr.)

THOMAS R. FARLEY                                              Director                March 11, 1999
--------------------------------------
(Thomas R. Farley)

                                                              Director                March ___, 1999
--------------------------------------
(Bryant Malcolm)

W. PETER MCBRIDE                                              Director                March 9, 1999
--------------------------------------
(W. Peter McBride)

                                                              Director                March ___, 1999
--------------------------------------
(Charles F.X. Poggi)

DAVID A. ROSOW                                                Director                March 11, 1999
--------------------------------------
(David A. Rosow)

JAMES E. SCHIERLOH                                            Director                March 11, 1999
--------------------------------------
(James E. Schierloh)

JOHN TATIGIAN                                                 Director                March 11, 1999
--------------------------------------
(John Tatigian)

                                                              Director                March ___, 1999
--------------------------------------
(Sister Grace Frances Strauber)

                                                    Executive Vice President and
JOSEPH F. HURLEY                                       Chief Financial Offer          March 11, 1999
--------------------------------------
(Joseph F. Hurley)

RICHARD ALBAN                                                Controller               March 11, 1999
--------------------------------------
(Richard Alban)
INDEX TO EXHIBITS

Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1      Consent of Arthur Andersen LLP

Exhibit           23.2 Consent of Pitney, Hardin, Kipp & Szuch (contained in the
                  opinion included as Exhibit 5)

Exhibit 24        Power of Attorney for Directors and Executive Officers