<PAGE>
   As filed with the Securities and Exchange Commission on June 29, 1994  
              
                                                    Registration No. 33-______


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                       _______________________________

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

                        GAYLORD CONTAINER CORPORATION
            (Exact name of registrant as specified in its charter)

       Delaware                                             36-3472452
(State of incorporation)                               (I.R.S. Employer
                                                        Identification No.)


          500 Lake Cook Road, Suite 400, Deerfield, Illinois  60015

                   (Address of principal executive offices)

          GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                               Daniel P. Casey
                           Executive Vice President
                                  Suite 400
                              500 Lake Cook Road
                          Deerfield, Illinois 60015

                                (708) 405-5500
      (Name, address, including zip code, and telephone number,including
                        area code, of agent for service)
                                       

                       CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------


                                   Proposed       Proposed
   Title of                        Maximum        Maximum
  Securities        Amount         Offering       Aggregate   Amount
  to be             to be           Price          Offering   Regist.
  Registered      Registered 1     Per Share 2      Price 2    Fee 2   
 -----------      ------------     -----------    ---------   -------
Class A Common      200,000           $5.00      $1,000,000   $344.83  
Stock, par value
$.0001 per share
=========================================================================

1    Pursuant to Rule 416, this Registration Statement shall be deemed
     to cover any additional shares of Class A Common Stock which may
     be issuable pursuant to the antidilution provisions of the Plan.

2    Estimated pursuant to Rule 457(h) solely for the purpose of
     calculating the amount of the registration fee based upon the
     average of the high and low prices reported for the shares on the
     American Stock Exchange on June 28, 1994.
<PAGE>

                                   PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Gaylord Container Corporation (the
"Company") with the Commission and information contained therein are
incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year
          ended September 30, 1993.

     2.   All documents filed by the Company pursuant to Sections 13(a),
          and 15(d) of the Securities Exchange Act of 1934 since the end
          of the fiscal period covered by the Registrant document
          referred to in (1) above.

     3.   The Company's description of the Company's Class A Common
          Stock contained in the Registration Statement on Form 8-A
          filed with the Commission pursuant to Section 12(g) of the
          Exchange Act on April 28, 1988, including any amendments or
          reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections
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 indicate that all
securities offered have been sold or which deregister all securities
then remaining unsold, shall be deemed to be incorporated by reference
in the registration statement and to be part thereof from the date of
filing such documents.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          Not applicable.


Item 6.   Indemnification of Officers and Directors.

          Under Section 145 of the Delaware Corporation Law, the Company
is empowered to indemnify its directors and officers in the
circumstances therein provided.

          The Company's Restated Certificate of Incorporation, as
amended, provides that no directors shall be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary
duty as a director.

          Under Article Nine of its Restated Certificate of
Incorporation, as amended, the Company shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the
full extent permitted by applicable law as it currently exists, or may
hereafter be amended, against any and all amounts (including judgments,
fines, payments in settlement, attorneys' fees and other expenses)
reasonably incurred by or on behalf of such person in connection with
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative ("a proceeding"), in
which such director or officer was or is made or is threatened to be
made a party or is otherwise involved by reason of the fact that such
person is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee,
fiduciary or member of any other corporation, partnership, joint

                                2
<PAGE>

venture, trust, organization or other enterprise.  The Company shall not
be required to indemnify a person in connection with a proceeding
initiated by such person if the proceeding was not authorized by the
Board of Directors of the Company.  The Company shall pay the expenses
of directors and officers incurred in defending any proceeding in
advance of its final disposition ("advancement of expenses"); provided,
however, that the payment of expenses incurred by a director or officer
in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all
amounts advanced if it should be ultimately determined that the director
or officer is not entitled to be indemnified under Article Nine of the
Restated Certificate of Incorporation or otherwise.  If a claim for
indemnification or advancement of expenses by an officer or director
under Article Nine of the Restated Certificate of Incorporation is not
paid in full within forty-five days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim.  In
any such action, the Company shall have the burden of proving that the
claimant was not entitled to the requested indemnification or
advancement of expenses under applicable law.  The rights conferred on
any person by Article Nine of the Restated Certificate of Incorporation
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Company's Restated
Certificate of Incorporation or By-Laws, agreement, vote of stockholders
or disinterested directors or otherwise.

          In addition, directors and officers are insured, at the
Company's expense, against some liabilities which might arise out of
their employment and may or may not be subject to indemnification under
Article Nine of the Restated Certificate of Incorporation.

 
Item 7.   Exemption from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.


4.1            Restated Certificate of Incorporation of the
               Company, as amended, (incorporated by reference to
               Exhibit 3.1 of the Registrant's current Report on Form 8-K
               filed on October 30, 1992 under the Securities Exchange
               Act of 1934, as amended).

4.2            By-laws of the Company (incorporated by reference from
               Exhibit 3(b) to the Registrant's Form S-4 Registration
               Statement, Registration No 33-41799, as amended).

4.3            Gaylord Container Corporation Employee Stock Purchase
               Plan effective as of July 1, 1994.

5.1            Opinion of Kirkland & Ellis with respect to the legality
               of the securities being registered

23.1           Consent of Deloitte & Touche

23.2           Consent of Kirkland & Ellis (included in opinion filed as
               Exhibit 5.1).

25             Power of Attorney
                                    3
<PAGE>
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; and (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 on Form 10-K
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
     of 1934 (and, where applicable, each filing of the 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.


          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
     their respective 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 Company certifies 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, and in the capacity
     indicated, in the City of Deerfield, State of Illinois, on the 29th
     day of June, 1994.

                                   GAYLORD CONTAINER CORPORATION


                                   By:     /s/ Daniel P. Casey         
                                       ---------------------------------
                                        Daniel P. Casey
                                        Executive Vice President    


          Pursuant to the requirements of the Securities Act of 1933,
     this registration statement has been signed below by the following
     persons in the capacities indicated below on June 29, 1994.























                                     5
<PAGE>

         Signatures                         Title

/s/ Marvin A. Pomerantz              Chairman, Chief Executive Officer and
- -----------------------------------  Director (Principal Executive 
Marvin A. Pomerantz                  Officer)   

/s/ Daniel P. Casey                  Executive Vice President
- -----------------------------------  (Principal Financial Officer)
Daniel P. Casey

/s/ Jeffrey B. Park                  Vice President - Corporate Controller
- -----------------------------------  (Principal Accounting Officer)
Jeffrey B. Park

Frank E. Babb*                       Director  
- -----------------------------------
Frank E. Babb

                                     Director
- -----------------------------------
Norman H. Brown, Jr.

Harve A. Ferrill*                   Director
- -----------------------------------
Harve A. Ferrill

John E. Goodenow*                   Director
- -----------------------------------
John E. Goodenow

David B. Hawkins*                   Director 
- -----------------------------------
David B. Hawkins

John Hawkinson*                     Director
- -----------------------------------
John Hawkinson

                                    Director
- -----------------------------------
Warren J. Hayford

Richard S. Levitt*                  Director
- -----------------------------------
Richard S. Levitt

                                    Director
- -----------------------------------
Ralph L. MacDonald, Jr.

Thomas H. Stoner*                   Director
- -----------------------------------
Thomas H. Stoner


*By   /s/ Daniel P. Casey
    --------------------------------- 
    Daniel P. Casey, Attorney-in-Fact

                                      6
<PAGE>

                              INDEX TO EXHIBITS




  Exhibit                                              Sequentially
    No.             Description of Exhibit             Numbered Page    
  --------   -------------------------------------     -------------    
  4.1        Restated Certificate of Incorporation of 
             the Company, as amended, (incorporated by
             reference from Exhibit 3.1 of the Registrant's 
             current Report on Form 8-K filed on October 30,
             1992 under the Securities Exchange Act of 1934,
             as amended).

  4.2        By-laws of the Company (incorporated by
             reference from Exhibit 3(b) to the
             Registrant's Form S-4 Registration Statement,
             Registration No 33-41799, as amended).

  4.3        Gaylord Container Corporation Employee Stock
             Purchase Plan effective as of July 1, 1994.

  5.1        Opinion of Kirkland & Ellis with respect to
             the legality of the securities being
             registered.

  23.1       Consent of Deloitte & Touche.

  23.2       Consent of Kirkland & Ellis (included in
             opinion filed as Exhibit 5.1).
  
  25         Power of Attorney


                                      7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16213}]
{"company-data": {"conformed-name": "GAYLORD CONTAINER CORP /DE/", "cik": "0000812700", "assigned-sic": "2631", "irs-number": "363472452", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54367", "film-number": "94537070"}, "business-address": {"street1": "500 LAKE COOK RD STE 400", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "7084055500"}, "mail-address": {"street1": "500 LAKE COOK ROADE", "street2": "SUITE 400", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
As filed with the Securities and Exchange Commission on June 29, 1994  
              
                                                    Registration No. 33-______

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                       _______________________________

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

                        GAYLORD CONTAINER CORPORATION
            (Exact name of registrant as specified in its charter)

       Delaware                                             36-3472452
(State of incorporation)                               (I.R.S. Employer
                                                        Identification No.)

          500 Lake Cook Road, Suite 400, Deerfield, Illinois  60015

                   (Address of principal executive offices)

          GAYLORD CONTAINER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                               Daniel P. Casey
                           Executive Vice President
                                  Suite 400
                              500 Lake Cook Road
                          Deerfield, Illinois 60015

                                (708) 405-5500
      (Name, address, including zip code, and telephone number,including
                        area code, of agent for service)
                                       

                       CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------

                                   Proposed       Proposed
   Title of                        Maximum        Maximum
  Securities        Amount         Offering       Aggregate   Amount
  to be             to be           Price          Offering   Regist.
  Registered      Registered 1     Per Share 2      Price 2    Fee 2   
 -----------      ------------     -----------    ---------   -------
Class A Common      200,000           $5.00      $1,000,000   $344.83  
Stock, par value
$.0001 per share
=========================================================================

1    Pursuant to Rule 416, this Registration Statement shall be deemed
     to cover any additional shares of Class A Common Stock which may
     be issuable pursuant to the antidilution provisions of the Plan.

2    Estimated pursuant to Rule 457(h) solely for the purpose of
     calculating the amount of the registration fee based upon the
     average of the high and low prices reported for the shares on the
     American Stock Exchange on June 28, 1994.
PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Gaylord Container Corporation (the
"Company") with the Commission and information contained therein are
incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year
          ended September 30, 1993.

     2.   All documents filed by the Company pursuant to Sections 13(a),
          and 15(d) of the Securities Exchange Act of 1934 since the end
          of the fiscal period covered by the Registrant document
          referred to in (1) above.

     3.   The Company's description of the Company's Class A Common
          Stock contained in the Registration Statement on Form 8-A
          filed with the Commission pursuant to Section 12(g) of the
          Exchange Act on April 28, 1988, including any amendments or
          reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections
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 indicate that all
securities offered have been sold or which deregister all securities
then remaining unsold, shall be deemed to be incorporated by reference
in the registration statement and to be part thereof from the date of
filing such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Officers and Directors.

          Under Section 145 of the Delaware Corporation Law, the Company
is empowered to indemnify its directors and officers in the
circumstances therein provided.

          The Company's Restated Certificate of Incorporation, as
amended, provides that no directors shall be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary
duty as a director.

          Under Article Nine of its Restated Certificate of
Incorporation, as amended, the Company shall indemnify and advance expenses
to every director and officer (and to such person's heirs, executors,
administrators or other legal representatives) in the manner and to the
full extent permitted by applicable law as it currently exists, or may
hereafter be amended, against any and all amounts (including judgments,
fines, payments in settlement, attorneys' fees and other expenses)
reasonably incurred by or on behalf of such person in connection with
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative ("a proceeding"), in
which such director or officer was or is made or is threatened to be
made a party or is otherwise involved by reason of the fact that such
person is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee,
fiduciary or member of any other corporation, partnership, joint

                                2
venture, trust, organization or other enterprise.  The Company shall not
be required to indemnify a person in connection with a proceeding
initiated by such person if the proceeding was not authorized by the
Board of Directors of the Company.  The Company shall pay the expenses
of directors and officers incurred in defending any proceeding in
advance of its final disposition ("advancement of expenses"); provided,
however, that the payment of expenses incurred by a director or officer
in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the director or officer to repay all
amounts advanced if it should be ultimately determined that the director
or officer is not entitled to be indemnified under Article Nine of the
Restated Certificate of Incorporation or otherwise.  If a claim for
indemnification or advancement of expenses by an officer or director
under Article Nine of the Restated Certificate of Incorporation is not
paid in full within forty-five days after a written claim therefor has
been received by the Company, the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim.  In
any such action, the Company shall have the burden of proving that the
claimant was not entitled to the requested indemnification or
advancement of expenses under applicable law.  The rights conferred on
any person by Article Nine of the Restated Certificate of Incorporation
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Company's Restated
Certificate of Incorporation or By-Laws, agreement, vote of stockholders
or disinterested directors or otherwise.

          In addition, directors and officers are insured, at the
Company's expense, against some liabilities which might arise out of
their employment and may or may not be subject to indemnification under
Article Nine of the Restated Certificate of Incorporation.

 
Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

4.1            Restated Certificate of Incorporation of the
               Company, as amended, (incorporated by reference to
               Exhibit 3.1 of the Registrant's current Report on Form 8-K
               filed on October 30, 1992 under the Securities Exchange
               Act of 1934, as amended).

4.2            By-laws of the Company (incorporated by reference from
               Exhibit 3(b) to the Registrant's Form S-4 Registration
               Statement, Registration No 33-41799, as amended).

4.3            Gaylord Container Corporation Employee Stock Purchase
               Plan effective as of July 1, 1994.

5.1            Opinion of Kirkland & Ellis with respect to the legality
               of the securities being registered

23.1           Consent of Deloitte & Touche

23.2           Consent of Kirkland & Ellis (included in opinion filed as
               Exhibit 5.1).

25             Power of Attorney
                                    3
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; and (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 on Form 10-K
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
     of 1934 (and, where applicable, each filing of the 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.

          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
     their respective 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 Company certifies 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, and in the capacity
     indicated, in the City of Deerfield, State of Illinois, on the 29th
     day of June, 1994.

                                   GAYLORD CONTAINER CORPORATION

                                   By:     /s/ Daniel P. Casey         
                                       ---------------------------------
                                        Daniel P. Casey
                                        Executive Vice President    

          Pursuant to the requirements of the Securities Act of 1933,
     this registration statement has been signed below by the following
     persons in the capacities indicated below on June 29, 1994.

                                     5
Signatures                         Title

/s/ Marvin A. Pomerantz              Chairman, Chief Executive Officer and
- -----------------------------------  Director (Principal Executive 
Marvin A. Pomerantz                  Officer)   

/s/ Daniel P. Casey                  Executive Vice President
- -----------------------------------  (Principal Financial Officer)
Daniel P. Casey

/s/ Jeffrey B. Park                  Vice President - Corporate Controller
- -----------------------------------  (Principal Accounting Officer)
Jeffrey B. Park

Frank E. Babb*                       Director  
- -----------------------------------
Frank E. Babb

                                     Director
- -----------------------------------
Norman H. Brown, Jr.

Harve A. Ferrill*                   Director
- -----------------------------------
Harve A. Ferrill

John E. Goodenow*                   Director
- -----------------------------------
John E. Goodenow

David B. Hawkins*                   Director 
- -----------------------------------
David B. Hawkins

John Hawkinson*                     Director
- -----------------------------------
John Hawkinson

                                    Director
- -----------------------------------
Warren J. Hayford

Richard S. Levitt*                  Director
- -----------------------------------
Richard S. Levitt

                                    Director
- -----------------------------------
Ralph L. MacDonald, Jr.

Thomas H. Stoner*                   Director
- -----------------------------------
Thomas H. Stoner

*By   /s/ Daniel P. Casey
    --------------------------------- 
    Daniel P. Casey, Attorney-in-Fact

                                      6
INDEX TO EXHIBITS

  Exhibit                                              Sequentially
    No.             Description of Exhibit             Numbered Page    
  --------   -------------------------------------     -------------    
  4.1        Restated Certificate of Incorporation of 
             the Company, as amended, (incorporated by
             reference from Exhibit 3.1 of the Registrant's 
             current Report on Form 8-K filed on October 30,
             1992 under the Securities Exchange Act of 1934,
             as amended).

  4.2        By-laws of the Company (incorporated by
             reference from Exhibit 3(b) to the
             Registrant's Form S-4 Registration Statement,
             Registration No 33-41799, as amended).

  4.3        Gaylord Container Corporation Employee Stock
             Purchase Plan effective as of July 1, 1994.

  5.1        Opinion of Kirkland & Ellis with respect to
             the legality of the securities being
             registered.

  23.1       Consent of Deloitte & Touche.

  23.2       Consent of Kirkland & Ellis (included in
             opinion filed as Exhibit 5.1).
  
  25         Power of Attorney

                                      7