<PAGE>

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933

                                    ________

                             ALBERTO-CULVER COMPANY
             (Exact name of registrant as specified in its charter)

DELAWARE                                                   36-2257936
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)


                              2525 ARMITAGE AVENUE
                          MELROSE PARK, ILLINOIS 60160
                    (Address of Principal Executive Offices)

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                 GARY P. SCHMIDT
                             ALBERTO-CULVER COMPANY
                              2525 ARMITAGE AVENUE
                        MELROSE PARK, ILLINOIS 60160-1163
                                 (708) 450-3262
            (Name, address and telephone number of agent for service)
                                    ________

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================

                                               Proposed          Proposed
Title of                                       Maximum           Maximum
Securities                  Amount             Offering          Aggregate     Amount of
to be                       to be              Price             Offering      Registration
Registered                  Registered (1)     Per Share (2)     Price (2)     Fee (2)
----------------------------------------------------------------------------------------------
<S>                         <C>                <C>               <C>           <C>
Class B Common Stock,       20,000 shares      $ 41.30           $ 826,000     $ 207
$.22 par value


==============================================================================================
</TABLE>

(1)    This registration statement also includes an indeterminable number of
       additional shares that may become issuable pursuant to the antidilution
       adjustment provisions of the plan.

(2)    In accordance with Rule 457, calculated on the basis of the average of
       the reported high and low prices for the Class B Common Stock on the
       New York Stock Exchange Composite Tape on October 23, 2001

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents are incorporated by reference in the
registration statement:

         (a)  The registrant's latest annual report on Form 10-K, or, if the
audited financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) of the Securities Exchange Commission under the
Securities Act of 1933.

         (b)  All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.

         (c)  The description of the registrant's Class B Common Stock which is
contained in the registrant's registration statements filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the securities offered hereunder have been sold or which
deregisters all of such securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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
document which also is or is deemed to be incorporated by reference herein
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.
----------------------------------

         Not applicable.

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

         Not applicable.

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

         Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to specified circumstances, (iii) gives the Indemnitees the
right to bring suit against the registrant to enforce the foregoing rights to
indemnification and advancement of expenses, and (iv) authorizes the registrant
to maintain certain policies of insurance to protect itself and any of its
directors, officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.

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

         Not applicable.

                                      II-1

<PAGE>

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

         The exhibits to the registration statement are listed in the Exhibit
Index to the registration statement and are incorporated herein by reference.

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 of 1933;

         (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. Notwithstanding the foregoing, any increase or
                 decrease in volume of securities offered (if the total dollar
                 value of securities offered would not exceed that which was
                 registered) and any deviation from the low or high end of the
                 estimated maximum offering range may be reflected in the form
                 of prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)     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.

         (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 (other
than policies of insurance), or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2

<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 Melrose Park, State of Illinois on October 25, 2001.

                                    ALBERTO-CULVER COMPANY

                                    By   /s/ Howard B. Bernick
                                       -----------------------------------------
                                       Howard B. Bernick
                                       President and Chief Executive Officer

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

         Each person whose signature appears below constitutes and appoints
Leonard H. Lavin, Howard B. Bernick, William J. Cernugel and Gary P. Schmidt, or
any of them, such person's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.


<TABLE>
<CAPTION>
Signature                              Title                                        Date
---------                              -----                                        ----
<S>                                    <C>                                          <C>
/s/ Leonard H. Lavin                   Chairman of the Board                        October 25, 2001
----------------------------           and Director
Leonard H. Lavin

/s/ Howard B. Bernick                  President, Chief Executive                   October 25, 2001
----------------------------           Officer and Director
Howard B. Bernick                      (Principal Executive Officer)

/s/ Bernice E. Lavin                   Vice Chairman, Secretary,                    October 25, 2001
----------------------------           Treasurer and Director
Bernice E. Lavin

/s/ Carol L. Bernick                   Vice Chairman, President Alberto-Culver      October 25, 2001
----------------------------           North America, Assistant Secretary
Carol L. Bernick                       and Director

/s/ William J. Cernugel                Senior Vice President and Chief              October 25, 2001
----------------------------           Financial Officer
William J. Cernugel                    (Principal Financial & Accounting Officer)

/s/ A. Robert Abboud                   Director                                     October 25, 2001
----------------------------
A. Robert Abboud

/s/ A.G. Atwater, Jr.                  Director                                     October 25, 2001
----------------------------
A. G. Atwater, Jr.

/s/ Allan B. Muchin                    Director                                     October 25, 2001
----------------------------
Allan B. Muchin

/s/ Robert H. Rock                     Director                                     October 25, 2001
----------------------------
Robert H. Rock
</TABLE>

                                      II-3

<PAGE>

<TABLE>
<CAPTION>
Signature                                   Title                         Date
---------                                   -----                         ----
<S>                                         <C>                           <C>
/s/ Sam J. Susser                           Director                      October 25, 2001
----------------------------------
Sam J. Susser

/s/ Dr. Harold M. Visotsky                  Director                      October 25, 2001
----------------------------------
Dr. Harold M. Visotsky

/s/ William W. Wirtz                        Director                      October 25, 2001
----------------------------------
William W. Wirtz
</TABLE>

                                      II-4

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                    Where Exhibit
No.        Description                                                              Can be Found
---        -----------                                                              ------------
<S>                                                                                 <C>
4.1        Restated Certificate of Incorporation of the Company (incorporated
           herein by reference to the Company's Annual Report on Form 10-K for
           the year ended September 30, 1988 [File No. 1-5050])

4.2        Certificate of Amendment to Restated Certificate of Incorporation
           of the Company (incorporated herein by reference to the Company's
           Quarterly Report on Form 10-Q for the quarter ended December 31,
           1989 [File No. 1-5050])

4.3        Certificate of Amendment to Restated Certificate of Incorporation
           of the Company (incorporated herein by reference to the Company's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
           [File No. 1-5050])

4.4        By-laws of the Company, as amended through October 26, 2000
           (incorporated herein by reference to the Company's Annual Report on
           Form 10-K for the year ended September 30, 2000 [File No. 1-5050])

23.1       Consent of KPMG LLP.                                                       Page II-6

24.1       Power of Attorney (contained on the signature page to this Registration    Page II-3
           Statement).
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17832}]
{"company-data": {"conformed-name": "ALBERTO CULVER CO", "cik": "0000003327", "assigned-sic": "5990", "irs-number": "362257936", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72262", "film-number": "1767484"}, "business-address": {"street1": "2525 ARMITAGE AVE", "city": "MELROSE PARK", "state": "IL", "zip": "60160", "phone": "7084503039"}, "mail-address": {"street1": "2525 ARMITAGE AVENUE", "city": "MELROSE PARK", "state": "IL", "zip": "60160"}}
Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    ________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           the Securities Act of 1933

                                    ________

                             ALBERTO-CULVER COMPANY
             (Exact name of registrant as specified in its charter)

DELAWARE                                                   36-2257936
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                              2525 ARMITAGE AVENUE
                          MELROSE PARK, ILLINOIS 60160
                    (Address of Principal Executive Offices)

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                                 GARY P. SCHMIDT
                             ALBERTO-CULVER COMPANY
                              2525 ARMITAGE AVENUE
                        MELROSE PARK, ILLINOIS 60160-1163
                                 (708) 450-3262
            (Name, address and telephone number 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 (1)     Per Share (2)     Price (2)     Fee (2)
----------------------------------------------------------------------------------------------
Class B Common Stock,       20,000 shares      $ 41.30           $ 826,000     $ 207
$.22 par value

==============================================================================================
(1)    This registration statement also includes an indeterminable number of
       additional shares that may become issuable pursuant to the antidilution
       adjustment provisions of the plan.

(2)    In accordance with Rule 457, calculated on the basis of the average of
       the reported high and low prices for the Class B Common Stock on the
       New York Stock Exchange Composite Tape on October 23, 2001
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents are incorporated by reference in the
registration statement:

         (a)  The registrant's latest annual report on Form 10-K, or, if the
audited financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) of the Securities Exchange Commission under the
Securities Act of 1933.

         (b)  All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.

         (c)  The description of the registrant's Class B Common Stock which is
contained in the registrant's registration statements filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the securities offered hereunder have been sold or which
deregisters all of such securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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
document which also is or is deemed to be incorporated by reference herein
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.
----------------------------------

         Not applicable.

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

         Not applicable.

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

         Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article VIII of the registrant's by-laws (i) authorizes the indemnification of
directors and officers (the "Indemnitees") under specified circumstances to the
fullest extent authorized by the General Corporation Law of Delaware, (ii)
provides for the advancement of expenses to the Indemnitees for defending any
proceedings related to specified circumstances, (iii) gives the Indemnitees the
right to bring suit against the registrant to enforce the foregoing rights to
indemnification and advancement of expenses, and (iv) authorizes the registrant
to maintain certain policies of insurance to protect itself and any of its
directors, officers or employees. The registrant currently maintains policies of
insurance under which the directors and officers of registrant are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been such directors or officers.

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

         Not applicable.

                                      II-1
Item 8.  Exhibits.
-----------------

         The exhibits to the registration statement are listed in the Exhibit
Index to the registration statement and are incorporated herein by reference.

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 of 1933;

         (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. Notwithstanding the foregoing, any increase or
                 decrease in volume of securities offered (if the total dollar
                 value of securities offered would not exceed that which was
                 registered) and any deviation from the low or high end of the
                 estimated maximum offering range may be reflected in the form
                 of prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective 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 registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)     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.

         (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 (other
than policies of insurance), or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2
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 Melrose Park, State of Illinois on October 25, 2001.

                                    ALBERTO-CULVER COMPANY

                                    By   /s/ Howard B. Bernick
                                       -----------------------------------------
                                       Howard B. Bernick
                                       President and Chief Executive Officer

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

         Each person whose signature appears below constitutes and appoints
Leonard H. Lavin, Howard B. Bernick, William J. Cernugel and Gary P. Schmidt, or
any of them, such person's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
Signature                              Title                                        Date
---------                              -----                                        ----
/s/ Leonard H. Lavin                   Chairman of the Board                        October 25, 2001
----------------------------           and Director
Leonard H. Lavin

/s/ Howard B. Bernick                  President, Chief Executive                   October 25, 2001
----------------------------           Officer and Director
Howard B. Bernick                      (Principal Executive Officer)

/s/ Bernice E. Lavin                   Vice Chairman, Secretary,                    October 25, 2001
----------------------------           Treasurer and Director
Bernice E. Lavin

/s/ Carol L. Bernick                   Vice Chairman, President Alberto-Culver      October 25, 2001
----------------------------           North America, Assistant Secretary
Carol L. Bernick                       and Director

/s/ William J. Cernugel                Senior Vice President and Chief              October 25, 2001
----------------------------           Financial Officer
William J. Cernugel                    (Principal Financial & Accounting Officer)

/s/ A. Robert Abboud                   Director                                     October 25, 2001
----------------------------
A. Robert Abboud

/s/ A.G. Atwater, Jr.                  Director                                     October 25, 2001
----------------------------
A. G. Atwater, Jr.

/s/ Allan B. Muchin                    Director                                     October 25, 2001
----------------------------
Allan B. Muchin

/s/ Robert H. Rock                     Director                                     October 25, 2001
----------------------------
Robert H. Rock
II-3
Signature                                   Title                         Date
---------                                   -----                         ----
/s/ Sam J. Susser                           Director                      October 25, 2001
----------------------------------
Sam J. Susser

/s/ Dr. Harold M. Visotsky                  Director                      October 25, 2001
----------------------------------
Dr. Harold M. Visotsky

/s/ William W. Wirtz                        Director                      October 25, 2001
----------------------------------
William W. Wirtz
II-4
EXHIBIT INDEX
Where Exhibit
No.        Description                                                              Can be Found
---        -----------                                                              ------------
4.1        Restated Certificate of Incorporation of the Company (incorporated
           herein by reference to the Company's Annual Report on Form 10-K for
           the year ended September 30, 1988 [File No. 1-5050])

4.2        Certificate of Amendment to Restated Certificate of Incorporation
           of the Company (incorporated herein by reference to the Company's
           Quarterly Report on Form 10-Q for the quarter ended December 31,
           1989 [File No. 1-5050])

4.3        Certificate of Amendment to Restated Certificate of Incorporation
           of the Company (incorporated herein by reference to the Company's
           Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
           [File No. 1-5050])

4.4        By-laws of the Company, as amended through October 26, 2000
           (incorporated herein by reference to the Company's Annual Report on
           Form 10-K for the year ended September 30, 2000 [File No. 1-5050])

23.1       Consent of KPMG LLP.                                                       Page II-6

24.1       Power of Attorney (contained on the signature page to this Registration    Page II-3
           Statement).
II-5