Registration No. 33-
 ===============================================================================

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

                                      FORM S-8 
                               REGISTRATION STATEMENT 
                                      Under the
                               SECURITIES ACT OF 1933 
                                   _______________

                          UNITED STATES CELLULAR CORPORATION
               (Exact name of registrant as specified in its charter) 

              Delaware                                     62-1147325
   (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                  Identification No.)

                         8410 West Bryn Mawr, Suite 700
                                Chicago, Illinois               60631
                     (Address of Principal Executive Offices)  (Zip Code)

                          United States Cellular Corporation
            1994 Engineering and Network Operations Restricted Stock Plan
                              (Full title of the plan) 

                                LeRoy T. Carlson, Jr.
                                      Chairman 
                          United States Cellular Corporation
                            8410 West Bryn Mawr, Suite 700
                               Chicago, Illinois  60631
                       (Name and address of agent for service) 
                                   (312) 399-8900 
                            (Telephone number, including 
                          area code, 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 Per     Offering      Registration
       Registered       Registered     Share (1)       Price           Fee

      Common Shares
     $1.00 par value  100,000 shares    $ 29.00     $ 2,900,000       $ 1,000

   (1)    Estimated for the Common Shares solely for the purpose
          of calculating the registration fee on the basis of the
          average of the high and low prices of the Common Shares
          of the Company on the American Stock Exchange on
          May 31, 1995.

   (2)    In addition, this Registration Statement also covers an
          indeterminate amount of additional securities which may
          be issued under the above-referenced Plan pursuant to
          the anti-dilution provisions of such Plan.

   <PAGE>
                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


   Item 1.  Plan Information*
            -----------------

   Item 2.  Registrant Information and Employee Plan Annual
            Information*
            -----------------------------------------------

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


                              PART II 

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 


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

          The following documents which have heretofore been
   filed by United States Cellular Corporation (the "Company" or
   the "Registrant"), with the Securities and Exchange Commission
   (the "Commission") pursuant to the Securities Exchange Act of
   1934, as amended (the "Exchange Act"), are incorporated by
   reference herein and shall be deemed to be a part hereof:

          1.   The Company's Annual Report on Form 10-K for the
               year ended December 31, 1994;

          2.   The Company's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1995;

          3.   The Company's Current Reports on Form 8-K, dated
               March 15 and April 27, 1995; and

          4.   The description of the Common Shares, par value
               $1.00 per share ("Common Shares"), of the Company
               contained in the Company's Amendment No. 2 on Form
               8, dated December 28, 1992, to the Company's
               Report on Form 8-A.

          All documents, subsequently filed by the Company with
   the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
   of the Exchange Act, prior to the filing of a post-effective
   amendment to this Registration Statement which indicates that
   all securities offered have been sold or which deregisters all
   securities then remaining unsold, shall be deemed to be
   incorporated by reference in this Registration Statement and
   made a part hereof from their respective dates of filing (such
   documents, and the documents enumerated above, being
   hereinafter referred to as "Incorporated Documents").

          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.
            -------------------------

          See Item 3.

   <PAGE>
   Item 5.  Interests of Named Experts and Counsel.
            ---------------------------------------

          The legality of the Common Shares offered hereby is
   being passed upon for the Company by Sidley & Austin, One
   First National Plaza, Chicago, Illinois 60603.  The Company is
   controlled by Telephone and Data Systems, Inc. ("TDS") and TDS
   is controlled by a voting trust.  Walter C.D. Carlson, a
   trustee and beneficiary of the voting trust and a director of
   TDS, the Company and certain other subsidiaries of TDS,
   Michael G. Hron, the Secretary of TDS and certain other
   subsidiaries of TDS, William S. DeCarlo, the Assistant
   Secretary of TDS, Stephen P. Fitzell, the Secretary of the
   Company and certain other subsidiaries of TDS, and Sherry S.
   Treston, the Assistant Secretary of the Company and certain
   other subsidiaries of TDS, are partners of Sidley & Austin.

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

          The Company's Restated Certificate of Incorporation
   contains a provision providing that no director or officer of
   the Company shall be personally liable to the Company or its
   stockholders for monetary damages for breach of fiduciary duty
   as a director or officer except for breach of the director's
   or officer's duty of loyalty to the Company or its
   stockholders, acts or omissions not in good faith or which
   involve intentional misconduct or a knowing violation of law,
   unlawful payment of dividends, unlawful stock redemptions or
   repurchases and transactions from which the director or
   officer derived an improper personal benefit.

          Section 145 of the General Corporation Law of Delaware
   permits indemnification of directors, officers and employees
   of a corporation under certain conditions and subject to
   certain limitations.  Article XI of the Company's Restated
   Certificate of Incorporation, as amended, contains provisions
   for the indemnification of directors, officers and employees
   of the Company within the limitations permitted by Section
   145.

          The Company has directors' and officers' liability
   insurance which provides, subject to certain policy limits,
   deductible amounts and exclusions, coverage for all persons
   who have been, are or may in the future be, directors or
   officers of the Company, against amounts which such persons
   must pay resulting from claims against them by reason of their
   being such directors or officers during the policy period for
   certain breaches of duty, omissions or other acts done or
   wrongfully attempted or alleged.

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

          Not Applicable. 

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

          The exhibits accompanying this Registration Statement
   are listed on the accompanying Exhibit Index.  The Plan is not
   intended to be qualified under Section 401(a) of the Internal
   Revenue Code.

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

          The Company hereby undertakes:

          1.   To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this Registration Statement:

               (a)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act;

               (b)  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;


                                 -2-

   <PAGE>
               (c)  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 1.(a) and 1.(b)
               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 Company pursuant to Section 13 or Section
               15(d) of the Exchange Act that are incorporated by
               reference in the 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 Common Shares being
               registered hereby which remain unsold at the
               termination of the offering.  

          4.   That, for the purposes of determining any
               liability under the Securities Act, each filing of
               the Company's Annual Report pursuant to Section
               13(a) or Section 15(d) of the Exchange Act (and,
               where applicable, each filing of an employee
               benefit plan's annual report pursuant to Section
               15(d) of the Exchange 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
               hereof.

          5.   That, insofar as indemnification for liabilities
               arising under the Securities Act may be permitted
               to directors, officers and controlling persons of
               the Company pursuant to the foregoing provisions,
               or otherwise, the Company 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 Company of expenses incurred or paid by a
               director, officer or controlling person of the
               Company 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 Company 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-

   <PAGE>

                             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 Chicago, State of Illinois, on the
   1st day of June, 1995.

                              UNITED STATES CELLULAR CORPORATION

                              By: /s/ H. Donald Nelson
                                  -------------------------------
                                   H. Donald Nelson
                                   President

          Pursuant to the requirements of the Securities Act of
   1933, this Registration Statement has been signed by the
   following persons in the capacities indicated and on the 1st
   day of June, 1995.


   /s/ LeRoy T. Carlson, Jr.            Chairman and Director
   ---------------------------
   LeRoy T. Carlson, Jr.


   /s/ H. Donald Nelson                 President (Chief
   ---------------------------          Executive Officer)
   H. Donald Nelson                     and Director



   /s/ LeRoy T. Carlson                 Director
   ---------------------------
   LeRoy T. Carlson


   /s/ Murray L. Swanson                Director
   ---------------------------
   Murray L. Swanson


   /s/ Paul-Henri Denuit                Director
   ---------------------------
   Paul-Henri Denuit


   /s/ Allan Z. Loren                   Director
   ---------------------------
   Allan Z. Loren


   /s/ Walter C.D. Carlson              Director
   ---------------------------
   Walter C.D. Carlson


   /s/ Kenneth R. Meyers                Vice President - Finance
   ---------------------------          and Treasurer (Chief
   Kenneth R. Meyers                    Financial Officer)


   /s/ Phillip A. Lorenzini             Controller (Principal 
   ---------------------------          Accounting Officer)
   Phillip A. Lorenzini







                                 -4-

   <PAGE>
                           EXHIBIT INDEX 

          The following documents are filed herewith or
   incorporated herein by reference.

   Exhibit
     No.                 Description
   --------              ------------

   4.1         Restated Certificate of Incorporation, as amended,
               of the Company (Incorporated herein by reference
               to Exhibit 2(a) to Amendment No. 2 on Form 8 dated
               December 28, 1992 to the Company's Report on Form
               8-A).

   4.2         Restated Bylaws, as amended, of the Company
               (Incorporated herein by reference to Exhibit 2(b)
               to Amendment No. 2 on Form 8 dated December 28,
               1992 to the Company's Report on Form 8-A).

   5           Opinion of Sidley & Austin.

   23.1        Consent of Independent Public Accountants.

   23.2        Consents of Independent Accountants.

   23.3        Consent of Sidley & Austin (contained in Exhibit 5
                hereto).
<PAGE>
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{"company-data": {"conformed-name": "UNITED STATES CELLULAR CORP", "cik": "0000821130", "assigned-sic": "4812", "irs-number": "621147325", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59777", "film-number": "95544185"}, "business-address": {"street1": "8410 W BRYN MAWR AVE", "street2": "STE 700", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "3123998900"}, "mail-address": {"street1": "301 S. WESTFIELD ROAD", "street2": "P.O. BOX 5158", "city": "MADISON", "state": "WI", "zip": "53705-0158"}}
Registration No. 33-
 ===============================================================================

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

                                      FORM S-8 
                               REGISTRATION STATEMENT 
                                      Under the
                               SECURITIES ACT OF 1933 
                                   _______________

                          UNITED STATES CELLULAR CORPORATION
               (Exact name of registrant as specified in its charter) 

              Delaware                                     62-1147325
   (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                  Identification No.)

                         8410 West Bryn Mawr, Suite 700
                                Chicago, Illinois               60631
                     (Address of Principal Executive Offices)  (Zip Code)

                          United States Cellular Corporation
            1994 Engineering and Network Operations Restricted Stock Plan
                              (Full title of the plan) 

                                LeRoy T. Carlson, Jr.
                                      Chairman 
                          United States Cellular Corporation
                            8410 West Bryn Mawr, Suite 700
                               Chicago, Illinois  60631
                       (Name and address of agent for service) 
                                   (312) 399-8900 
                            (Telephone number, including 
                          area code, 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 Per     Offering      Registration
       Registered       Registered     Share (1)       Price           Fee

      Common Shares
     $1.00 par value  100,000 shares    $ 29.00     $ 2,900,000       $ 1,000

   (1)    Estimated for the Common Shares solely for the purpose
          of calculating the registration fee on the basis of the
          average of the high and low prices of the Common Shares
          of the Company on the American Stock Exchange on
          May 31, 1995.

   (2)    In addition, this Registration Statement also covers an
          indeterminate amount of additional securities which may
          be issued under the above-referenced Plan pursuant to
          the anti-dilution provisions of such Plan.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   Item 1.  Plan Information*
            -----------------

   Item 2.  Registrant Information and Employee Plan Annual
            Information*
            -----------------------------------------------

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

                              PART II 

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

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

          The following documents which have heretofore been
   filed by United States Cellular Corporation (the "Company" or
   the "Registrant"), with the Securities and Exchange Commission
   (the "Commission") pursuant to the Securities Exchange Act of
   1934, as amended (the "Exchange Act"), are incorporated by
   reference herein and shall be deemed to be a part hereof:

          1.   The Company's Annual Report on Form 10-K for the
               year ended December 31, 1994;

          2.   The Company's Quarterly Report on Form 10-Q for
               the quarter ended March 31, 1995;

          3.   The Company's Current Reports on Form 8-K, dated
               March 15 and April 27, 1995; and

          4.   The description of the Common Shares, par value
               $1.00 per share ("Common Shares"), of the Company
               contained in the Company's Amendment No. 2 on Form
               8, dated December 28, 1992, to the Company's
               Report on Form 8-A.

          All documents, subsequently filed by the Company with
   the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
   of the Exchange Act, prior to the filing of a post-effective
   amendment to this Registration Statement which indicates that
   all securities offered have been sold or which deregisters all
   securities then remaining unsold, shall be deemed to be
   incorporated by reference in this Registration Statement and
   made a part hereof from their respective dates of filing (such
   documents, and the documents enumerated above, being
   hereinafter referred to as "Incorporated Documents").

          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.
            -------------------------

          See Item 3.
Item 5.  Interests of Named Experts and Counsel.
            ---------------------------------------

          The legality of the Common Shares offered hereby is
   being passed upon for the Company by Sidley & Austin, One
   First National Plaza, Chicago, Illinois 60603.  The Company is
   controlled by Telephone and Data Systems, Inc. ("TDS") and TDS
   is controlled by a voting trust.  Walter C.D. Carlson, a
   trustee and beneficiary of the voting trust and a director of
   TDS, the Company and certain other subsidiaries of TDS,
   Michael G. Hron, the Secretary of TDS and certain other
   subsidiaries of TDS, William S. DeCarlo, the Assistant
   Secretary of TDS, Stephen P. Fitzell, the Secretary of the
   Company and certain other subsidiaries of TDS, and Sherry S.
   Treston, the Assistant Secretary of the Company and certain
   other subsidiaries of TDS, are partners of Sidley & Austin.

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

          The Company's Restated Certificate of Incorporation
   contains a provision providing that no director or officer of
   the Company shall be personally liable to the Company or its
   stockholders for monetary damages for breach of fiduciary duty
   as a director or officer except for breach of the director's
   or officer's duty of loyalty to the Company or its
   stockholders, acts or omissions not in good faith or which
   involve intentional misconduct or a knowing violation of law,
   unlawful payment of dividends, unlawful stock redemptions or
   repurchases and transactions from which the director or
   officer derived an improper personal benefit.

          Section 145 of the General Corporation Law of Delaware
   permits indemnification of directors, officers and employees
   of a corporation under certain conditions and subject to
   certain limitations.  Article XI of the Company's Restated
   Certificate of Incorporation, as amended, contains provisions
   for the indemnification of directors, officers and employees
   of the Company within the limitations permitted by Section
   145.

          The Company has directors' and officers' liability
   insurance which provides, subject to certain policy limits,
   deductible amounts and exclusions, coverage for all persons
   who have been, are or may in the future be, directors or
   officers of the Company, against amounts which such persons
   must pay resulting from claims against them by reason of their
   being such directors or officers during the policy period for
   certain breaches of duty, omissions or other acts done or
   wrongfully attempted or alleged.

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

          Not Applicable. 

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

          The exhibits accompanying this Registration Statement
   are listed on the accompanying Exhibit Index.  The Plan is not
   intended to be qualified under Section 401(a) of the Internal
   Revenue Code.

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

          The Company hereby undertakes:

          1.   To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this Registration Statement:

               (a)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act;

               (b)  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;

                                 -2-
(c)  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 1.(a) and 1.(b)
               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 Company pursuant to Section 13 or Section
               15(d) of the Exchange Act that are incorporated by
               reference in the 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 Common Shares being
               registered hereby which remain unsold at the
               termination of the offering.  

          4.   That, for the purposes of determining any
               liability under the Securities Act, each filing of
               the Company's Annual Report pursuant to Section
               13(a) or Section 15(d) of the Exchange Act (and,
               where applicable, each filing of an employee
               benefit plan's annual report pursuant to Section
               15(d) of the Exchange 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
               hereof.

          5.   That, insofar as indemnification for liabilities
               arising under the Securities Act may be permitted
               to directors, officers and controlling persons of
               the Company pursuant to the foregoing provisions,
               or otherwise, the Company 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 Company of expenses incurred or paid by a
               director, officer or controlling person of the
               Company 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 Company 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 Chicago, State of Illinois, on the
   1st day of June, 1995.

                              UNITED STATES CELLULAR CORPORATION

                              By: /s/ H. Donald Nelson
                                  -------------------------------
                                   H. Donald Nelson
                                   President

          Pursuant to the requirements of the Securities Act of
   1933, this Registration Statement has been signed by the
   following persons in the capacities indicated and on the 1st
   day of June, 1995.

   /s/ LeRoy T. Carlson, Jr.            Chairman and Director
   ---------------------------
   LeRoy T. Carlson, Jr.

   /s/ H. Donald Nelson                 President (Chief
   ---------------------------          Executive Officer)
   H. Donald Nelson                     and Director

   /s/ LeRoy T. Carlson                 Director
   ---------------------------
   LeRoy T. Carlson

   /s/ Murray L. Swanson                Director
   ---------------------------
   Murray L. Swanson

   /s/ Paul-Henri Denuit                Director
   ---------------------------
   Paul-Henri Denuit

   /s/ Allan Z. Loren                   Director
   ---------------------------
   Allan Z. Loren

   /s/ Walter C.D. Carlson              Director
   ---------------------------
   Walter C.D. Carlson

   /s/ Kenneth R. Meyers                Vice President - Finance
   ---------------------------          and Treasurer (Chief
   Kenneth R. Meyers                    Financial Officer)

   /s/ Phillip A. Lorenzini             Controller (Principal 
   ---------------------------          Accounting Officer)
   Phillip A. Lorenzini

                                 -4-
EXHIBIT INDEX 

          The following documents are filed herewith or
   incorporated herein by reference.

   Exhibit
     No.                 Description
   --------              ------------

   4.1         Restated Certificate of Incorporation, as amended,
               of the Company (Incorporated herein by reference
               to Exhibit 2(a) to Amendment No. 2 on Form 8 dated
               December 28, 1992 to the Company's Report on Form
               8-A).

   4.2         Restated Bylaws, as amended, of the Company
               (Incorporated herein by reference to Exhibit 2(b)
               to Amendment No. 2 on Form 8 dated December 28,
               1992 to the Company's Report on Form 8-A).

   5           Opinion of Sidley & Austin.

   23.1        Consent of Independent Public Accountants.

   23.2        Consents of Independent Accountants.

   23.3        Consent of Sidley & Austin (contained in Exhibit 5
                hereto).