As filed with the Securities and Exchange Commission on June 13, 1997. 
Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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


                                    FORM S-8

                          Registration Statement Under
                           the Securities Act of 1933

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


                                 USG CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                            36-3329400
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                            125 South Franklin Street
                             Chicago, Illinois 60606

                    (Address of Principal Executive Offices)

                     PART B OF USG CORPORATION SUPPLEMENTAL
                    RETIREMENT PLAN, AS AMENDED AND RESTATED

                            (Full Title of the Plan)

       Dean H. Goossen                                    Telephone number,
     Corporate Secretary                                 including area code,
       USG Corporation                                  of agent for service:
   125 South Franklin Street                               (312) 606-4000
   Chicago, Illinois  60606

(Name and Address of Agent For Service)

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


                         CALCULATION OF REGISTRATION FEE

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

Supplemental Retirement
Plan Obligations (2)(3)    $100,000,000     NA     $100,000,000      $33,303.03

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


(1)      Estimated solely for the purposes of determining the registration fee.

(2)      The Supplemental  Retirement Plan Obligations are unsecured obligations
         of USG  Corporation  to pay  deferred  compensation  in the  future  in
         accordance  with the  terms of Part B of USG  Corporation  Supplemental
         Retirement Plan, as amended and restated.

(3)      Participants in the Plan may elect to have the  Obligations  treated as
         if such amount had been used to purchase USG Corporation  Common Stock.
         For purposes of this Registration Statement,  this investment option is
         referred to as a Common Stock Index. The Common Stock Index will accrue
         earnings (or losses) on the Obligations based on the performance of USG
         Corporation Common Stock. No additional  consideration will be paid for
         the Common Stock Index.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

                  The following  documents are  incorporated  by reference  into
this Registration Statement:

(1) The Annual Report of USG  Corporation  (the  "Company") on Form 10-K for the
fiscal year ended  December 31,  1996,  which has  heretofore  been filed by the
Company with the Securities and Exchange Commission (the "Commission")  pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (2) The Company's  Quarterly Report on Form 10-Q for the first
quarterly  period ended March 31, 1997,  which has heretofore  been filed by the
Company with the Commission pursuant to the 1934 Act.

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

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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

                  Part B of USG  Corporation  Supplemental  Retirement  Plan, as
Amended and Restated (the "Plan") provides eligible employees ("Participant(s)")
of  the  Company  and  its  participating  subsidiaries  ("Employers")  with  an
opportunity to defer a portion of their compensation and accumulate tax-deferred
earnings  thereon.  Participants  are eligible for specified  Employer  matching
contributions, based on a certain portion of their deferrals.

                  Deferrals and Employer matching  contributions are credited to
Participants'  bookkeeping accounts. Each account is indexed, in accordance with
Participant  elections,  to one or more of eight  investment  funds  offered  to
Participants in the USG Corporation Investment Plan, one of which is a fund that
invests primarily in Common Stock of the Company (the Common Stock Index).  Each
account is adjusted to reflect the  investment  experience of the  corresponding
investment fund or funds. This is, however,  only a bookkeeping entry and not an
actual  purchase of the  Company's  Common Stock or any of the other  investment
funds. To the extent that the dividends are paid on the Company's  Common Stock,
a like amount will be added to  Participants'  account and deemed  reinvested in
Common Stock.  The Common Stock Index may be deemed to be a "security" under the
Securities  Act  and,  as  such,  it  is  being  registered  on  this  Form  S-8
Registration Statement.

                  The  Obligations  registered  hereunder  cannot be  alienated,
sold,  transferred,   assigned,  pledged,  attached,   garnished,  or  otherwise
encumbered.  Benefits  under the Plan including  payments under the  Obligations
registered hereunder will be made entirely in cash and may be received (i) while
the Participant is employed at an Employer,  if the payment is necessary for the
Participant to satisfy a financial hardship; (ii) at retirement in a lump sum or
in monthly  payments up to 15 years; or (iii) in a lump sum upon  termination of
employment  prior to  retirement.  Upon death,  any such benefits not previously
paid out will be paid to a  designated  beneficiary.  Income  taxes on  deferred
amounts,  including earnings thereon, will not be required to be paid until such
benefits are paid to the Participant or his or her beneficiary.

                  Participants are unsecured  general creditors of the Employers
with respect to their Plan benefits,  including  payments under the  Obligations
registered  hereunder.  Benefits are payable from the Employers' general assets,
and are subject to the risk of corporate insolvency.

                  The Obligations are not subject to redemption,  in whole or in
part,  prior  to the  termination  of  employment,  retirement  or  death of the
Participant  except  for  hardship  withdrawal  as  provided  in the  Plan.  The
Obligations  are not  convertible  into  another  security of the  Company.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations.

                  The Company reserves the right to amend or terminate the Plan,
provided that such amendment or termination  does not result in any reduction of
a Participant's account balance as of the date of such amendment or termination,
as adjusted for earnings or losses.

                  The  Company has  appointed  the USG  Corporation  Pension and
Investment  Committee to assist in administering the Plan. The Committee has the
right to interpret  the Plan and  determine  all other  matters that might arise
under the terms and  conditions of the Plan. Its decisions are final and binding
an all Participants.

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

                  Not applicable.

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

                  Section  145 of  the  Delaware  General  Corporation  Law  and
Article Tenth of the  Certificate of  Incorporation  of the Company  provide for
indemnification  of directors  and officers for expenses  (including  reasonable
amounts paid in settlement) incurred in defending actions brought against them.

                  The  Company  maintains   directors  and  officers   liability
insurance  covering all  directors  and officers of the Company  against  claims
arising out of the performance of their duties.

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

                  Not applicable.

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

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         -------------

                  The 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 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.

                  (2) That, for the purpose of determining  any liability  under
the  Securities  Act of 1933, as amended (the "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) That, for the purposes of determining  any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or  Section  15(d) of the 1934 Act (and,  where  applicable,  each  filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
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.

                  (4) 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.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  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 requirements of the Securities Act of 1933, as
amended, the undersigned  registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Chicago,  State  of
Illinois, on the 13th day of June, 1997.

                                 USG CORPORATION

                                 By: /S/ Richard H. Fleming
                                     ----------------------
                                    Richard H. Fleming
                                    Senior Vice President and
                                    Chief Financial Officer



                  Pursuant  to the  Securities  Act of 1933,  as  amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 13th day of June, 1997.

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


/s/ William C. Foote                                                           
-----------------------------  Chairman, President and Chief Executive Officer 
William C. Foote               (Principal Executive Officer)


/s/ Richard H. Fleming
-----------------------------  Senior Vice President and Chief Financial Officer
Richard H. Fleming             (Principal Financial Officer)


/s/ Raymond T. Belz
-----------------------------  Vice President and Controller
Raymond T. Belz                (Principal Accounting Officer)



-----------------------------  Director
Robert L. Barnett*



-----------------------------  Director
Keith A. Brown*



-----------------------------  Director
W.H. Clark*



-----------------------------  Director
James C. Cotting*



-----------------------------  Director
Lawrence M. Crutcher*



-----------------------------  Director
W. Douglas Ford*



-----------------------------  Director
David W. Fox*



-----------------------------  Director
Philip C. Jackson, Jr.*



-----------------------------  Director
Marvin E. Lesser*



-----------------------------  Director
John B. Schwemm*



-----------------------------  Director
Judith A. Sprieser*



*By: ------------------------
         Dean H. Goossen,
         Attorney-in-fact

<TABLE>
<PAGE>

                                  EXHIBIT INDEX
<CAPTION>

Exhibit Number                    Description
--------------                    -----------
      <S>                <C>   

      4.1                The Company's Restated Certificate of Incorporation, as
                         amended  (incorporated  herein by  reference to Exhibit
                         3.1 of the Company's Form 8-K, dated May 7, 1993).

      4.2                The Company's Amended and Restated By-Laws (incorporated herein by reference to
                         Exhibit 3(b) of Amendment No. 1 to the Company's Registration Statement No. 33-61162
                         on Form S-1, dated June 16, 1993).

      5*                 Opinion (including consent) of McDermott, Will & Emery.

     15*                 Letter of Arthur Andersen LLP regarding unaudited interim financial information.

     23.1*               Consent of Arthur Andersen LLP.

     24*                 Power of Attorney.

*Filed herewith.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "PART B OF SUPPLEMENTAL  RETIREMENT PLAN", "secsgml_size_bytes": 16862}]
{"company-data": {"conformed-name": "USG CORP", "cik": "0000757011", "assigned-sic": "3270", "irs-number": "363329400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29137", "film-number": "97623522"}, "business-address": {"street1": "125 S FRANKLIN ST", "street2": "DEPT. 188", "city": "CHICAGO", "state": "IL", "zip": "60606", "phone": "3126064000"}}
As filed with the Securities and Exchange Commission on June 13, 1997. 
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                    FORM S-8

                          Registration Statement Under
                           the Securities Act of 1933

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

                                 USG CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                            36-3329400
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                            125 South Franklin Street
                             Chicago, Illinois 60606

                    (Address of Principal Executive Offices)

                     PART B OF USG CORPORATION SUPPLEMENTAL
                    RETIREMENT PLAN, AS AMENDED AND RESTATED

                            (Full Title of the Plan)

       Dean H. Goossen                                    Telephone number,
     Corporate Secretary                                 including area code,
       USG Corporation                                  of agent for service:
   125 South Franklin Street                               (312) 606-4000
   Chicago, Illinois  60606

(Name and Address of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE

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

Supplemental Retirement
Plan Obligations (2)(3)    $100,000,000     NA     $100,000,000      $33,303.03

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

(1)      Estimated solely for the purposes of determining the registration fee.

(2)      The Supplemental  Retirement Plan Obligations are unsecured obligations
         of USG  Corporation  to pay  deferred  compensation  in the  future  in
         accordance  with the  terms of Part B of USG  Corporation  Supplemental
         Retirement Plan, as amended and restated.

(3)      Participants in the Plan may elect to have the  Obligations  treated as
         if such amount had been used to purchase USG Corporation  Common Stock.
         For purposes of this Registration Statement,  this investment option is
         referred to as a Common Stock Index. The Common Stock Index will accrue
         earnings (or losses) on the Obligations based on the performance of USG
         Corporation Common Stock. No additional  consideration will be paid for
         the Common Stock Index.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

                  The following  documents are  incorporated  by reference  into
this Registration Statement:

(1) The Annual Report of USG  Corporation  (the  "Company") on Form 10-K for the
fiscal year ended  December 31,  1996,  which has  heretofore  been filed by the
Company with the Securities and Exchange Commission (the "Commission")  pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (2) The Company's  Quarterly Report on Form 10-Q for the first
quarterly  period ended March 31, 1997,  which has heretofore  been filed by the
Company with the Commission pursuant to the 1934 Act.

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

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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

                  Part B of USG  Corporation  Supplemental  Retirement  Plan, as
Amended and Restated (the "Plan") provides eligible employees ("Participant(s)")
of  the  Company  and  its  participating  subsidiaries  ("Employers")  with  an
opportunity to defer a portion of their compensation and accumulate tax-deferred
earnings  thereon.  Participants  are eligible for specified  Employer  matching
contributions, based on a certain portion of their deferrals.

                  Deferrals and Employer matching  contributions are credited to
Participants'  bookkeeping accounts. Each account is indexed, in accordance with
Participant  elections,  to one or more of eight  investment  funds  offered  to
Participants in the USG Corporation Investment Plan, one of which is a fund that
invests primarily in Common Stock of the Company (the Common Stock Index).  Each
account is adjusted to reflect the  investment  experience of the  corresponding
investment fund or funds. This is, however,  only a bookkeeping entry and not an
actual  purchase of the  Company's  Common Stock or any of the other  investment
funds. To the extent that the dividends are paid on the Company's  Common Stock,
a like amount will be added to  Participants'  account and deemed  reinvested in
Common Stock.  The Common Stock Index may be deemed to be a "security" under the
Securities  Act  and,  as  such,  it  is  being  registered  on  this  Form  S-8
Registration Statement.

                  The  Obligations  registered  hereunder  cannot be  alienated,
sold,  transferred,   assigned,  pledged,  attached,   garnished,  or  otherwise
encumbered.  Benefits  under the Plan including  payments under the  Obligations
registered hereunder will be made entirely in cash and may be received (i) while
the Participant is employed at an Employer,  if the payment is necessary for the
Participant to satisfy a financial hardship; (ii) at retirement in a lump sum or
in monthly  payments up to 15 years; or (iii) in a lump sum upon  termination of
employment  prior to  retirement.  Upon death,  any such benefits not previously
paid out will be paid to a  designated  beneficiary.  Income  taxes on  deferred
amounts,  including earnings thereon, will not be required to be paid until such
benefits are paid to the Participant or his or her beneficiary.

                  Participants are unsecured  general creditors of the Employers
with respect to their Plan benefits,  including  payments under the  Obligations
registered  hereunder.  Benefits are payable from the Employers' general assets,
and are subject to the risk of corporate insolvency.

                  The Obligations are not subject to redemption,  in whole or in
part,  prior  to the  termination  of  employment,  retirement  or  death of the
Participant  except  for  hardship  withdrawal  as  provided  in the  Plan.  The
Obligations  are not  convertible  into  another  security of the  Company.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations.

                  The Company reserves the right to amend or terminate the Plan,
provided that such amendment or termination  does not result in any reduction of
a Participant's account balance as of the date of such amendment or termination,
as adjusted for earnings or losses.

                  The  Company has  appointed  the USG  Corporation  Pension and
Investment  Committee to assist in administering the Plan. The Committee has the
right to interpret  the Plan and  determine  all other  matters that might arise
under the terms and  conditions of the Plan. Its decisions are final and binding
an all Participants.

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

                  Not applicable.

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

                  Section  145 of  the  Delaware  General  Corporation  Law  and
Article Tenth of the  Certificate of  Incorporation  of the Company  provide for
indemnification  of directors  and officers for expenses  (including  reasonable
amounts paid in settlement) incurred in defending actions brought against them.

                  The  Company  maintains   directors  and  officers   liability
insurance  covering all  directors  and officers of the Company  against  claims
arising out of the performance of their duties.

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

                  Not applicable.

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

                  Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         -------------

                  The 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 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.

                  (2) That, for the purpose of determining  any liability  under
the  Securities  Act of 1933, as amended (the "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) That, for the purposes of determining  any liability under
the Act, each filing of the registrant's annual report pursuant to Section 13(a)
or  Section  15(d) of the 1934 Act (and,  where  applicable,  each  filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act)
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.

                  (4) 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.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  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 requirements of the Securities Act of 1933, as
amended, the undersigned  registrant certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Chicago,  State  of
Illinois, on the 13th day of June, 1997.

                                 USG CORPORATION

                                 By: /S/ Richard H. Fleming
                                     ----------------------
                                    Richard H. Fleming
                                    Senior Vice President and
                                    Chief Financial Officer

                  Pursuant  to the  Securities  Act of 1933,  as  amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 13th day of June, 1997.

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

/s/ William C. Foote                                                           
-----------------------------  Chairman, President and Chief Executive Officer 
William C. Foote               (Principal Executive Officer)

/s/ Richard H. Fleming
-----------------------------  Senior Vice President and Chief Financial Officer
Richard H. Fleming             (Principal Financial Officer)

/s/ Raymond T. Belz
-----------------------------  Vice President and Controller
Raymond T. Belz                (Principal Accounting Officer)

-----------------------------  Director
Robert L. Barnett*

-----------------------------  Director
Keith A. Brown*

-----------------------------  Director
W.H. Clark*

-----------------------------  Director
James C. Cotting*

-----------------------------  Director
Lawrence M. Crutcher*

-----------------------------  Director
W. Douglas Ford*

-----------------------------  Director
David W. Fox*

-----------------------------  Director
Philip C. Jackson, Jr.*

-----------------------------  Director
Marvin E. Lesser*

-----------------------------  Director
John B. Schwemm*

-----------------------------  Director
Judith A. Sprieser*

*By: ------------------------
         Dean H. Goossen,
         Attorney-in-fact
EXHIBIT INDEX
Exhibit Number                    Description
--------------                    -----------
4.1                The Company's Restated Certificate of Incorporation, as
                         amended  (incorporated  herein by  reference to Exhibit
                         3.1 of the Company's Form 8-K, dated May 7, 1993).

      4.2                The Company's Amended and Restated By-Laws (incorporated herein by reference to
                         Exhibit 3(b) of Amendment No. 1 to the Company's Registration Statement No. 33-61162
                         on Form S-1, dated June 16, 1993).

      5*                 Opinion (including consent) of McDermott, Will & Emery.

     15*                 Letter of Arthur Andersen LLP regarding unaudited interim financial information.

     23.1*               Consent of Arthur Andersen LLP.

     24*                 Power of Attorney.

*Filed herewith.