<PAGE>
 
     As filed with the Securities and Exchange Commission on April 16, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                           HOST MARRIOTT CORPORATION
             (Exact name of registrant as specified in its charter)

    Delaware                                             53-0085950
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                              10400 Fernwood Road
                            Washington, D.C.  20817
              (Address of Principal Executive Offices) (Zip Code)


                           HOST MARRIOTT CORPORATION
            NON-EMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
                            (Full title of the plan)

                            Christopher G. Townsend
                              Corporate Secretary
                             Host Marriott Corporation
                             10400 Fernwood Road
                            Washington, D.C.  20058
                                (301) 380-9000
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities    Amount        Proposed    Proposed    Amount of
to be registered       to be         maximum     maximum     registration fee
                       registered    offering    aggregate
                                     price       offering
                                     per         price(1)
                                     share(1)
- --------------------------------------------------------------------------------
<S>                    <C>           <C>         <C>           <C> 
Common Stock, par
value $.01 per         100,000       $13.25      $1,325,000    $456.90
share. . . . .
- --------------------------------------------------------------------------------
</TABLE> 
(1)  Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of the Registrant's Common Stock on the New York Stock
Exchange on April 12, 1996.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. There
are also registered hereunder such additional indeterminate number of shares as
may be issued as a result of the antidilution provisions of the Plan.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed with the Commission are incorporated
         herein by reference:

(1)      The Annual Report on Form 10-K of Host Marriott Corporation, a Delaware
         corporation (the "Company"), for the fiscal year ended December 29,
         1995.

(2)      Form S-1 Registration Statement filed March 26, 1996.


     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, prior to the filing of a post effective amendment that (1) indicates
that all securities offered pursuant to this registration statement have been
sold or (2) deregisters all Securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.

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 Delaware General Corporation Law (the "DGCL") provides
for the indemnification of officers and directors under certain circumstances
against expenses (including attorneys, fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in which
he is involved by reason of the fact that he is or was a director or officer of
the Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and, in
respect to the criminal actions or proceedings, if he had no reasonable cause to
believe that his conduct was unlawful. The Certificate and By-laws of the
Company provide for indemnification of its officers and directors to the full
extent authorized by law.

     The Company maintains officers' and directors' liability insurance which
insures against liabilities that the officers and directors of the Company may
incur in such capacities.

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

         Not applicable

                                       2
<PAGE>
 
Item 8.  Exhibits
- ------           

Exhibit
Number                Description
- -------               -----------

 4.1        -         Restated Certificate of Incorporation, incorporated by
                      reference from the Form 8-K (filed October 23, 1993).
 
 4.2        -         Amended Marriott Corporation By-Laws, incorporated by
                      reference from the Form 8-K (filed October 23, 1993).

 4.3        -         The Plan.

23.1        -         Consent of Arthur Andersen LLP.

23.2        -         Opinion of the Company's Law Department.

24          -         The Power of Attorney by the Officers and Directors who
                      signed this Registration Statement is set forth on page 5
                      herein.

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;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
         -------- --------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in 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 securities being registered which remain unsold at the termination of the
offering.

                                       3
<PAGE>
 
    (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 thereof.

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

                                       4
<PAGE>
 
                                  SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act, 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 Bethesda, State of Maryland, on this 15th day of
April, 1996.


                       HOST MARRIOTT CORPORATION


                       By   /s/  Christopher G. Townsend
                         -------------------------------------------
                         Christopher G. Townsend
                         Senior Vice President, Corporate Secretary
                          and Deputy General Counsel
 

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Plan's administrator has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bethesda,
State of Maryland, on this 15th day of April, 1996.


                       THE HOST MARRIOTT CORPORATION NON-EMPLOYEE
                       DIRECTORS' DEFERRED STOCK COMPENSATION PLAN


                       By   /s/  Harry L. Vincent, Jr.
                         --------------------------------------------
                         Member, Compensation Policy Committee of the
                         Board of Directors of Host Marriott Corporation

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Christopher G.
Townsend his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all 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, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.




     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 15th day of April, 1996.

                                       5
<PAGE>
 
           Signature                          Title
           ---------                          -----



           *
- ------------------------------------     Richard E. Marriott
                                         Chairman of the Board         
                                                                       
           *                                                                  
- ------------------------------------     Terence C. Golden            
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

           *        
- ------------------------------------     Robert E. Parsons, Jr.        
                                         Chief Financial Officer and   
                                         Executive Vice President      
                                         (Principal Financial Officer)  
 
           *                                                          
- -------------------------------------    Donald D. Olinger             
                                         Vice President and Corporate 
                                         Controller (Principal Accounting
                                         Officer)
                                         
           *              
- --------------------------------------   J.W. Marriott, Jr.
                                         Director
                
           *                                       
- --------------------------------------   Ann Dore McLaughlin
                                         Director                        

           *
- --------------------------------------   Harry L. Vincent, Jr.
                                         Director

           *
- --------------------------------------   R. Theodore Ammon
                                         Director
                                   



* By    /s/ Christopher G. Townsend
     ---------------------------------
        Christopher G. Townsend
             Attorney-in-fact

                                       6
<PAGE>
 
                                 EXHIBIT INDEX



Exhibit
Number                     Description
- ------                     -----------

 4.1        -         Restated Certificate of Incorporation, incorporated by
                      reference from the Form 8-K filed October 23, 1993.
 
 4.2        -         Restated By-Laws, incorporated by reference from the Form
                      8-K filed October 23, 1993.

 4.3        -         The Plan.

23.1                  Consent of Arthur Andersen LLP

23.2                  Opinion of the Company's Law Department

24                    The Power of Attorney executed by the officers and
                      directors who signed this Registration Statement is set
                      forth on page 5 herein.


                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16936}]
{"company-data": {"conformed-name": "HOST MARRIOTT CORP/MD", "cik": "0000314733", "assigned-sic": "5812", "irs-number": "530085950", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02547", "film-number": "96547666"}, "business-address": {"street1": "10400 FERNWOOD RD", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3013809000"}, "mail-address": {"street1": "10400 FERNWOOD RD", "city": "BETHESDA", "state": "MD", "zip": "20817"}, "former-company": [{"former-conformed-name": "HOST MARRIOTT CORP", "date-changed": "19931108"}, {"former-conformed-name": "MARRIOTT CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on April 16, 1996

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                           HOST MARRIOTT CORPORATION
             (Exact name of registrant as specified in its charter)

    Delaware                                             53-0085950
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                              10400 Fernwood Road
                            Washington, D.C.  20817
              (Address of Principal Executive Offices) (Zip Code)

                           HOST MARRIOTT CORPORATION
            NON-EMPLOYEE DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
                            (Full title of the plan)

                            Christopher G. Townsend
                              Corporate Secretary
                             Host Marriott Corporation
                             10400 Fernwood Road
                            Washington, D.C.  20058
                                (301) 380-9000
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of securities    Amount        Proposed    Proposed    Amount of
to be registered       to be         maximum     maximum     registration fee
                       registered    offering    aggregate
                                     price       offering
                                     per         price(1)
                                     share(1)
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per         100,000       $13.25      $1,325,000    $456.90
share. . . . .
- --------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the high
and low sales prices of the Registrant's Common Stock on the New York Stock
Exchange on April 12, 1996.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. There
are also registered hereunder such additional indeterminate number of shares as
may be issued as a result of the antidilution provisions of the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the plan listed on the cover of the Registration
Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such documents are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed with the Commission are incorporated
         herein by reference:

(1)      The Annual Report on Form 10-K of Host Marriott Corporation, a Delaware
         corporation (the "Company"), for the fiscal year ended December 29,
         1995.

(2)      Form S-1 Registration Statement filed March 26, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
as amended, prior to the filing of a post effective amendment that (1) indicates
that all securities offered pursuant to this registration statement have been
sold or (2) deregisters all Securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.

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 Delaware General Corporation Law (the "DGCL") provides
for the indemnification of officers and directors under certain circumstances
against expenses (including attorneys, fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceedings in which
he is involved by reason of the fact that he is or was a director or officer of
the Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, and, in
respect to the criminal actions or proceedings, if he had no reasonable cause to
believe that his conduct was unlawful. The Certificate and By-laws of the
Company provide for indemnification of its officers and directors to the full
extent authorized by law.

     The Company maintains officers' and directors' liability insurance which
insures against liabilities that the officers and directors of the Company may
incur in such capacities.

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

         Not applicable

                                       2
Item 8.  Exhibits
- ------           

Exhibit
Number                Description
- -------               -----------

 4.1        -         Restated Certificate of Incorporation, incorporated by
                      reference from the Form 8-K (filed October 23, 1993).
 
 4.2        -         Amended Marriott Corporation By-Laws, incorporated by
                      reference from the Form 8-K (filed October 23, 1993).

 4.3        -         The Plan.

23.1        -         Consent of Arthur Andersen LLP.

23.2        -         Opinion of the Company's Law Department.

24          -         The Power of Attorney by the Officers and Directors who
                      signed this Registration Statement is set forth on page 5
                      herein.

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;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

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

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
         -------- --------
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in 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 securities being registered which remain unsold at the termination of the
offering.

                                       3
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 thereof.

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

                                       4
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act, 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 Bethesda, State of Maryland, on this 15th day of
April, 1996.

                       HOST MARRIOTT CORPORATION

                       By   /s/  Christopher G. Townsend
                         -------------------------------------------
                         Christopher G. Townsend
                         Senior Vice President, Corporate Secretary
                          and Deputy General Counsel
 

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
Plan's administrator has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Bethesda,
State of Maryland, on this 15th day of April, 1996.

                       THE HOST MARRIOTT CORPORATION NON-EMPLOYEE
                       DIRECTORS' DEFERRED STOCK COMPENSATION PLAN

                       By   /s/  Harry L. Vincent, Jr.
                         --------------------------------------------
                         Member, Compensation Policy Committee of the
                         Board of Directors of Host Marriott Corporation

 
                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signatures" constitutes and appoints Christopher G.
Townsend his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all 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, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 15th day of April, 1996.

                                       5
Signature                          Title
           ---------                          -----

           *
- ------------------------------------     Richard E. Marriott
                                         Chairman of the Board         
                                                                       
           *                                                                  
- ------------------------------------     Terence C. Golden            
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

           *        
- ------------------------------------     Robert E. Parsons, Jr.        
                                         Chief Financial Officer and   
                                         Executive Vice President      
                                         (Principal Financial Officer)  
 
           *                                                          
- -------------------------------------    Donald D. Olinger             
                                         Vice President and Corporate 
                                         Controller (Principal Accounting
                                         Officer)
                                         
           *              
- --------------------------------------   J.W. Marriott, Jr.
                                         Director
                
           *                                       
- --------------------------------------   Ann Dore McLaughlin
                                         Director                        

           *
- --------------------------------------   Harry L. Vincent, Jr.
                                         Director

           *
- --------------------------------------   R. Theodore Ammon
                                         Director
                                   

* By    /s/ Christopher G. Townsend
     ---------------------------------
        Christopher G. Townsend
             Attorney-in-fact

                                       6
EXHIBIT INDEX

Exhibit
Number                     Description
- ------                     -----------

 4.1        -         Restated Certificate of Incorporation, incorporated by
                      reference from the Form 8-K filed October 23, 1993.
 
 4.2        -         Restated By-Laws, incorporated by reference from the Form
                      8-K filed October 23, 1993.

 4.3        -         The Plan.

23.1                  Consent of Arthur Andersen LLP

23.2                  Opinion of the Company's Law Department

24                    The Power of Attorney executed by the officers and
                      directors who signed this Registration Statement is set
                      forth on page 5 herein.

                                       7