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<TITLE>         Form S-8 Registration Statement
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<A HREF="#EX-5.1">Exhibit 5.1</A><BR>
<A HREF="#EX-23.1">Exhibit 23.1</A><BR>
<A HREF="#EX-99.1">Exhibit 99.1</A>
<PRE>

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                     As filed with the Securities and Exchange Commission on December 21, 2000
                                                                                    Registration No. 333-__________
====================================================================================================================


                                        <B>SECURITIES AND EXCHANGE COMMISSION</B>
                                              Washington, D.C. 20549

                                                     Form S-8
                                              REGISTRATION STATEMENT
                                                       Under
                                            The Securities Act of 1933
                                                  ---------------

                                               <B>PUBLIC STORAGE, INC.</B>
                              (Exact name of registrant as specified in its charter)

                                                    California
                          (State or other jurisdiction of incorporation or organization)

                                                    95-3551121
                                       (I.R.S. Employer Identification No.)

                                                701 Western Avenue
                                          Glendale, California 91201-2349
                              (Address of Principal Executive Offices with Zip Code)

                                               <B>PUBLIC STORAGE, INC.
                         2000 NON-EXECUTIVE/NON-DIRECTOR STOCK OPTION AND INCENTIVE PLAN</B>
                                    (To be renamed PS 401(k)/Profit Sharing Plan)
                                             (Full Title of the Plan)

                                                   HARVEY LENKIN
                                               Public Storage, Inc.
                                                701 Western Avenue
                                          Glendale, California 91201-2349
                                                  (818) 244-8080
                             (Name, address, including zip code, and telephone number,
                                    including area code, of agent for service)
                                                  ---------------

                                                  With a copy to:

                                               DAVID GOLDBERG, ESQ.
                                               Public Storage, Inc.
                                                701 Western Avenue
                                          Glendale, California 91201-2349
                                                  ---------------

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                                          <B>CALCULATION OF REGISTRATION FEE</B>

====================================================================================================================

                                                             Proposed maximum      Proposed maximum       Amount of
Title of securities to be registered     Amount to be       offering price per    aggregate offering    registration
                                          registered              share                  price               fee
--------------------------------------------------------------------------------------------------------------------

Common Stock, $.10 par value per
share................................      2,000,000           $23.90625 (1)         $47,812,500 (1)      $12,622.50

====================================================================================================================

(1)    Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of December 18, 2000 solely for the
       purpose of calculating the registration fee.

</PRE>
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                                                      <B>PART I

                               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

         Documents containing the information required to be provided in this Part I will be separately sent or
given to employees as contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

                                                      <B>PART II

                                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>

ITEM 3.  <U>Incorporation of Documents by Reference</U>

         Public Storage, Inc. (the "Company") hereby incorporates by reference into this Registration Statement
the following documents:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

         (b)      The Company's Current Report on Form 8-K dated January 13, 2000 (filed January 14, 2000);

         (c)      All reports filed by the Company with the Commission under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999;

         (d)      The description of the Company's Common Stock, $.10 par value per share, contained in the
Company's Registration Statement on Form 8-A, effective June 30, 1981, as supplemented by the description of the
Company's Common Stock contained in the Prospectus dated July 8, 1999 included in the Company's Registration
Statement on Form S-3 (File No. 333-81041);

         (e)      All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold.

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

         To the extent that any proxy statement is incorporated by reference herein, such incorporation shall not
include any information contained in such proxy statement which is not, pursuant to the Commission's rules,
deemed to be "filed" with the Commission or subject to the liabilities of Section 18 of the Exchange Act.

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ITEM 4.  <U>Description of Securities</U>

         A description of the Company's Common Stock, $.10 par value per share, is incorporated by reference under
Item 3.

ITEM 5.  <U>Interests of Named Experts and Counsel</U>

         David Goldberg, senior vice president and general counsel of the Company, has delivered an opinion to the
effect that the shares of Common Stock covered by this Registration Statement will be legally issued, fully paid
and non-assessable. Mr. Goldberg owns 111,214 shares of the Company's Common Stock, 3,396 shares of the Company's
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A, 600 shares of the Company's
preferred stock, and has options to acquire an additional 356,167 shares of the Company's Common Stock.

ITEM 6.  <U>Indemnification of Directors and Officers</U>

         The Company's Restated Articles of Incorporation provide that the Company may indemnify the agents of
the Company to the maximum extent permitted under California law. The Company has also entered into indemnity
agreements with its management and non-management directors and executive officers. The agreements permit the
Company to indemnify directors and executive officers to the maximum extent permitted under California law and
prohibit the Company from terminating its indemnification obligations as to acts or omissions of any director or
executive officer occurring before the termination.  The indemnification and limitations on liability permitted
by the Restated Articles of Incorporation and the agreements are subject to the limitations set forth by
California law. The Company believes the indemnification agreements will assist it in attracting and retaining
qualified individuals to serve as directors and executive officers of the Company.

ITEM 7.  <U>Exemption From Registration Claimed</U>

         Not applicable.

ITEM 8.  <U>Exhibits</U>

          <U>Exhibit Number                              Description                                            </U>

                 5.1                    Opinion of David Goldberg as to the legality of the securities being
                                        registered.
                23.1                    Consent of Independent Auditors.
                23.2                    Consent of David Goldberg (included in Exhibit 5.1).
                24.1                    Power of Attorney (contained on page 5 of this Registration
                                        Statement).
                99.1                    The Company's 2000 Non-Executive/Non-Director Stock Option and Incentive
                                        Plan.

ITEM 9.  <U>Undertakings</U>

         (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;

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                           (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;

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

                           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
                           information required to be included in a post-effective amendment by those paragraphs
                           is contained in periodic reports filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Exchange Act that are incorporated by reference in this
                           Registration Statement.

                  (2)      That, for the purpose of determining any liability under the Securities Act, 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 that 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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act 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.

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

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                                                    <B>SIGNATURES</B>


         Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Glendale, State of California, on the 21st day of December, 2000.

                                                          PUBLIC STORAGE, INC.


                                                          By:   /S/ DAVID GOLDBERG
                                                                ------------------------------------------
                                                                David Goldberg, Senior Vice President


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                                                 <B>POWER OF ATTORNEY</B>

         Each director and officer of Public Storage, Inc. whose signature appears below hereby authorizes
B. Wayne Hughes and Harvey Lenkin, and each of them, as attorney-in-fact and agent, with full powers of
substitution and resubstitution, to sign on his behalf, individually and in each capacity stated below, any
amendment, including post-effective amendments to this Registration Statement and/or to sign any related
registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and in each case
to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, with full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute(s), may 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 and on the dates indicated.

<U>               Signature                                    Capacity                                   Date       </U>

                                                    Chairman of the Board, Chief Executive
           /S/ B. WAYNE HUGHES                      Officer and Director (principal              December 21, 2000
----------------------------------------            executive officer)
             B. Wayne Hughes

            /S/ HARVEY LENKIN                       President and Director                       December 21, 2000
----------------------------------------
              Harvey Lenkin

        /S/ B. WAYNE HUGHES, JR.                    Vice President and Director                  December 21, 2000
----------------------------------------
          B. Wayne Hughes, Jr.

           /S/ MARVIN M. LOTZ                       Senior Vice President and Director           December 21, 2000
----------------------------------------
             Marvin M. Lotz
                                                    Senior Vice President and Chief
             /S/ JOHN REYES                         Financial Officer (principal financial       December 21, 2000
----------------------------------------            officer and principal accounting officer)
               John Reyes


----------------------------------------            Director
          Robert J. Abernethy

         /S/ DANN V. ANGELOFF                                                                    December 21, 2000
----------------------------------------            Director
            Dann V. Angeloff


----------------------------------------            Director
            William C. Baker

                                                    Director
----------------------------------------
         Thomas J. Barrack, Jr.

           /S/ URI P. HARKHAM                       Director                                     December 21, 2000
----------------------------------------
             Uri P. Harkham

                                                    Director
----------------------------------------
            Daniel C. Staton

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                                                   <B>EXHIBIT INDEX</B>

<U>Exhibit Number</U>                                 <U>Description</U>

         5.1                    Opinion of David Goldberg as to the legality of the securities being registered.
        23.1                    Consent of Independent Auditors.
        23.2                    Consent of David Goldberg (included in Exhibit 5.1).
        24.1                    Power of Attorney (contained on page 5 of this Registration Statement).
        99.1                    The Company's 2000 Non-Executive/Non-Director Stock Option and Incentive Plan.

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</HTML>
[{"type": "S-8", "sequence": "1", "filename": "form_s8-1100.htm", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19346}]
{"company-data": {"conformed-name": "PUBLIC STORAGE INC /CA", "cik": "0000318380", "assigned-sic": "6798", "irs-number": "953551121", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52400", "film-number": "793091"}, "business-address": {"street1": "701 WESTERN AVE", "street2": "STE 200", "city": "GLENDALE", "state": "CA", "zip": "91201-2349", "phone": "8182448080"}, "mail-address": {"street1": "701 WESTERN AVE", "street2": "SUITE 200", "city": "GLENDALE", "state": "CA", "zip": "91201"}, "former-company": {"former-conformed-name": "STORAGE EQUITIES INC", "date-changed": "19920703"}}
Form S-8 Registration Statement
Exhibit 5.1
Exhibit 23.1
Exhibit 99.1
As filed with the Securities and Exchange Commission on December 21, 2000
                                                                                    Registration No. 333-__________
====================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

                                                     Form S-8
                                              REGISTRATION STATEMENT
                                                       Under
                                            The Securities Act of 1933
                                                  ---------------
PUBLIC STORAGE, INC.
(Exact name of registrant as specified in its charter)

                                                    California
                          (State or other jurisdiction of incorporation or organization)

                                                    95-3551121
                                       (I.R.S. Employer Identification No.)

                                                701 Western Avenue
                                          Glendale, California 91201-2349
                              (Address of Principal Executive Offices with Zip Code)
PUBLIC STORAGE, INC.
                         2000 NON-EXECUTIVE/NON-DIRECTOR STOCK OPTION AND INCENTIVE PLAN
(To be renamed PS 401(k)/Profit Sharing Plan)
                                             (Full Title of the Plan)

                                                   HARVEY LENKIN
                                               Public Storage, Inc.
                                                701 Western Avenue
                                          Glendale, California 91201-2349
                                                  (818) 244-8080
                             (Name, address, including zip code, and telephone number,
                                    including area code, of agent for service)
                                                  ---------------

                                                  With a copy to:

                                               DAVID GOLDBERG, ESQ.
                                               Public Storage, Inc.
                                                701 Western Avenue
                                          Glendale, California 91201-2349
                                                  ---------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                             Proposed maximum      Proposed maximum       Amount of
Title of securities to be registered     Amount to be       offering price per    aggregate offering    registration
                                          registered              share                  price               fee
--------------------------------------------------------------------------------------------------------------------

Common Stock, $.10 par value per
share................................      2,000,000           $23.90625 (1)         $47,812,500 (1)      $12,622.50

====================================================================================================================

(1)    Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as of December 18, 2000 solely for the
       purpose of calculating the registration fee.
PART I

                               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information required to be provided in this Part I will be separately sent or
given to employees as contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II

                                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
Incorporation of Documents by Reference
Public Storage, Inc. (the "Company") hereby incorporates by reference into this Registration Statement
the following documents:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999;

         (b)      The Company's Current Report on Form 8-K dated January 13, 2000 (filed January 14, 2000);

         (c)      All reports filed by the Company with the Commission under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999;

         (d)      The description of the Company's Common Stock, $.10 par value per share, contained in the
Company's Registration Statement on Form 8-A, effective June 30, 1981, as supplemented by the description of the
Company's Common Stock contained in the Prospectus dated July 8, 1999 included in the Company's Registration
Statement on Form S-3 (File No. 333-81041);

         (e)      All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold.

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

         To the extent that any proxy statement is incorporated by reference herein, such incorporation shall not
include any information contained in such proxy statement which is not, pursuant to the Commission's rules,
deemed to be "filed" with the Commission or subject to the liabilities of Section 18 of the Exchange Act.
1
ITEM 4.
Description of Securities
A description of the Company's Common Stock, $.10 par value per share, is incorporated by reference under
Item 3.

ITEM 5.
Interests of Named Experts and Counsel
David Goldberg, senior vice president and general counsel of the Company, has delivered an opinion to the
effect that the shares of Common Stock covered by this Registration Statement will be legally issued, fully paid
and non-assessable. Mr. Goldberg owns 111,214 shares of the Company's Common Stock, 3,396 shares of the Company's
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series A, 600 shares of the Company's
preferred stock, and has options to acquire an additional 356,167 shares of the Company's Common Stock.

ITEM 6.
Indemnification of Directors and Officers
The Company's Restated Articles of Incorporation provide that the Company may indemnify the agents of
the Company to the maximum extent permitted under California law. The Company has also entered into indemnity
agreements with its management and non-management directors and executive officers. The agreements permit the
Company to indemnify directors and executive officers to the maximum extent permitted under California law and
prohibit the Company from terminating its indemnification obligations as to acts or omissions of any director or
executive officer occurring before the termination.  The indemnification and limitations on liability permitted
by the Restated Articles of Incorporation and the agreements are subject to the limitations set forth by
California law. The Company believes the indemnification agreements will assist it in attracting and retaining
qualified individuals to serve as directors and executive officers of the Company.

ITEM 7.
Exemption From Registration Claimed
Not applicable.

ITEM 8.
Exhibits
Exhibit Number                              Description
5.1                    Opinion of David Goldberg as to the legality of the securities being
                                        registered.
                23.1                    Consent of Independent Auditors.
                23.2                    Consent of David Goldberg (included in Exhibit 5.1).
                24.1                    Power of Attorney (contained on page 5 of this Registration
                                        Statement).
                99.1                    The Company's 2000 Non-Executive/Non-Director Stock Option and Incentive
                                        Plan.

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;
2
(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;

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

                           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
                           information required to be included in a post-effective amendment by those paragraphs
                           is contained in periodic reports filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Exchange Act that are incorporated by reference in this
                           Registration Statement.

                  (2)      That, for the purpose of determining any liability under the Securities Act, 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 that 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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act 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.

         (c)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such
issue.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Glendale, State of California, on the 21st day of December, 2000.

                                                          PUBLIC STORAGE, INC.

                                                          By:   /S/ DAVID GOLDBERG
                                                                ------------------------------------------
                                                                David Goldberg, Senior Vice President
4
POWER OF ATTORNEY
Each director and officer of Public Storage, Inc. whose signature appears below hereby authorizes
B. Wayne Hughes and Harvey Lenkin, and each of them, as attorney-in-fact and agent, with full powers of
substitution and resubstitution, to sign on his behalf, individually and in each capacity stated below, any
amendment, including post-effective amendments to this Registration Statement and/or to sign any related
registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and in each case
to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, with full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute(s), may 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 and on the dates indicated.
Signature                                    Capacity                                   Date
Chairman of the Board, Chief Executive
           /S/ B. WAYNE HUGHES                      Officer and Director (principal              December 21, 2000
----------------------------------------            executive officer)
             B. Wayne Hughes

            /S/ HARVEY LENKIN                       President and Director                       December 21, 2000
----------------------------------------
              Harvey Lenkin

        /S/ B. WAYNE HUGHES, JR.                    Vice President and Director                  December 21, 2000
----------------------------------------
          B. Wayne Hughes, Jr.

           /S/ MARVIN M. LOTZ                       Senior Vice President and Director           December 21, 2000
----------------------------------------
             Marvin M. Lotz
                                                    Senior Vice President and Chief
             /S/ JOHN REYES                         Financial Officer (principal financial       December 21, 2000
----------------------------------------            officer and principal accounting officer)
               John Reyes

----------------------------------------            Director
          Robert J. Abernethy

         /S/ DANN V. ANGELOFF                                                                    December 21, 2000
----------------------------------------            Director
            Dann V. Angeloff

----------------------------------------            Director
            William C. Baker

                                                    Director
----------------------------------------
         Thomas J. Barrack, Jr.

           /S/ URI P. HARKHAM                       Director                                     December 21, 2000
----------------------------------------
             Uri P. Harkham

                                                    Director
----------------------------------------
            Daniel C. Staton
5
EXHIBIT INDEX
Exhibit Number
Description
5.1                    Opinion of David Goldberg as to the legality of the securities being registered.
        23.1                    Consent of Independent Auditors.
        23.2                    Consent of David Goldberg (included in Exhibit 5.1).
        24.1                    Power of Attorney (contained on page 5 of this Registration Statement).
        99.1                    The Company's 2000 Non-Executive/Non-Director Stock Option and Incentive Plan.