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	 <P ALIGN="center">As filed with the Securities and Exchange Commission on
		August 11, 2003</P>
	 <P ALIGN="right">Registration No.
		333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>

	 <P
	  ALIGN="center"><B>SECURITIES&nbsp;AND&nbsp;EXCHANGE&nbsp;COMMISSION</B></P>
	 <P ALIGN="center">Washington, D.C. 20549</P>
	 <P ALIGN="center">______________________</P>
	 <P ALIGN="center">FORM&nbsp;S-8 <BR>REGISTRATION STATEMENT <BR>UNDER
		<BR>THE SECURITIES ACT OF 1933</P>
	 <P ALIGN="center">WALGREEN CO. <BR>(Exact name of Registrant as specified
		in its charter)</P>
	 <P ALIGN="justify"></P>
	 <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="2" WIDTH="638"
	  ALIGN="CENTER">
		<TR VALIGN="TOP">
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Illinois</FONT></P></TD>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">36-1924025</FONT></P></TD>
		</TR>
		<TR>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">(State or other
				jurisdiction</FONT></P></TD>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">(I.R.S. Employer</FONT></P></TD>
		</TR>
		<TR>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">of incorporation or
				organization)</FONT></P></TD>
		  <TD WIDTH="50%" VALIGN="TOP">
			 <P ALIGN="CENTER"><FONT SIZE="3">Identification No.)</FONT></P></TD>
		</TR>
	 </TABLE>
	 <P ALIGN="center">200 Wilmot Road <BR>Deerfield, Illinois 60015
		<BR>(Address of Principal Executive Offices)</P>
	 <P ALIGN="center">WALGREEN CO. EXECUTIVE DEFERRED PROFIT-SHARING PLAN
		<BR>(Full title of the plan)</P>
	 <P ALIGN="center">Julian A. Oettinger <BR>Senior Vice President, General
		Counsel &amp; Corporate Secretary <BR>Walgreen Co. <BR>200 Wilmot Road
		<BR>Deerfield, Illinois 60015 <BR>Telephone: (847) 914-3004 <BR>(Name, address,
		including zip code, and telephone number, including area code, of agent for
		service)</P>
	 <P ALIGN="center">CALCULATION OF REGISTRATION FEE</P>
	 <TABLE CELLSPACING="1" CELLPADDING="6" WIDTH="666" ALIGN="center"
	  BORDER="1" FRAME="border">
		<TR VALIGN="top">
		  <TD VALIGN="top" WIDTH="33%" ALIGN="CENTER">Title of
			 Securities<BR><U>to be Registered</U></TD>
		  <TD VALIGN="top" WIDTH="16%" ALIGN="CENTER">Amount to be
			 <U>Registered</U></TD>
		  <TD VALIGN="top" WIDTH="18%" ALIGN="CENTER">Proposed Maximum
			 <U>Offering Price Per Share</U></TD>
		  <TD VALIGN="top" WIDTH="18%" ALIGN="CENTER">Proposed Maximum
			 <U>Aggregate Offering Price</U> (2)</TD>
		  <TD VALIGN="top" WIDTH="15%" ALIGN="CENTER">Amount of <U>Registration
			 Fee</U></TD>
		</TR>
		<TR>
		  <TD VALIGN="top" WIDTH="33%" ALIGN="LEFT">Deferred Compensation
			 Obligations (1)</TD>
		  <TD VALIGN="top" WIDTH="16%" ALIGN="LEFT">$25,000,000</TD>
		  <TD VALIGN="top" WIDTH="18%" ALIGN="LEFT">100% </TD>
		  <TD VALIGN="top" WIDTH="18%" ALIGN="LEFT">$25,000,000</TD>
		  <TD VALIGN="top" WIDTH="15%" ALIGN="LEFT">$2,022.50</TD>
		</TR>
	 </TABLE>
	 <OL>
		<LI>
		  <P ALIGN="justify">The Deferred Compensation Obligations are unsecured
			 obligations of the Registrant to pay deferred compensation in the future in
			 accordance with the terms of the Walgreen Co. Executive Deferred Profit-Sharing
			 Plan. </P> </LI>
		<LI>Estimated solely for the purpose of calculating the amount of the
		  registration fee. </LI>
	 </OL>
	 <P ALIGN="center"><B></B>&nbsp;</P>
	 <P ALIGN="center"><B>WALGREEN CO</B>.</P>
	 <P ALIGN="center"><B>REGISTRATION STATEMENT ON FORM S-8</B></P>
	 <P>&nbsp;</P>
	 <P ALIGN="center"><B>PART II</B></P>
	 <P ALIGN="center"><B>INFORMATION REQUIRED IN THE REGISTRATION
		STATEMENT</B></P>
	 <P ALIGN="left"><B>Item 3. Incorporation of Documents by Reference </B></P>

	 <P>This Registration Statement incorporates herein by reference the
		following documents which have been filed with the Securities and Exchange
		Commission (the "Commission") by Walgreen Co. (the "Registrant"): </P>
	 <OL>
		<LI>
		  <P>The Registrant's Annual Report on Form 10-K for the fiscal year
			 ended August 31, 2002; </P> </LI>
		<LI>
		  <P>The Registrant&#146;s Current Report on Form 8-K, filed October 11,
			 2002;</P> </LI>
		<LI>
		  <P>The Registrant&#146;s Quarterly Report on Form 10-Q for the quarter
			 ended November 30, 2002;</P> </LI>
		<LI>
		  <P>The Registrant&#146;s Quarterly Report on Form 10-Q for the quarter
			 ended February 28, 2003;</P> </LI>
		<LI>
		  <P>The Registrant&#146;s Quarterly Report on Form 10-Q for the quarter
			 ended May 31, 2003;</P> </LI>
		<LI>
		  <P>The Registrant&#146;s Current Report on Form 8-K, filed June 24,
			 2003;</P> </LI>
		<LI>The description of the Common Stock, par value $0.078125 per share,
		  and the associated Preferred Share Purchase Rights contained in the
		  Registrant&#146;s registration statements filed under the Securities Exchange
		  Act of 1934 (the "Exchange Act"), including any amendments or reports filed for
		  the purpose of updating such descriptions. </LI>
	 </OL>
	 <P>In addition, all reports and other documents filed by the Registrant
		with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
		Exchange Act subsequent to the date of this Registration Statement and prior to
		the filing of a post-effective amendment to this Registration Statement which
		indicates that all securities offered have been sold or which de-registers 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 filing of such documents. Any statement contained herein or in a document
		incorporated herein by reference shall be deemed to be modified or superseded
		for purposes hereof to the extent that a statement contained herein or in any
		other subsequently filed document incorporated herein by reference 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
		hereof.</P>
	 <P><B>Item 4. Description of Securities. </B></P>
	 <P>The securities being offered hereby are deferred compensation
		obligations (the "Obligations"). Pursuant to the Walgreen Co. Executive
		Deferred Profit-Sharing Plan, as restated effective January 1, 2003 (the
		"Plan"), the Registrant provides certain eligible employees of the Registrant
		and its subsidiaries (the "Participants") with the opportunity to defer a
		portion of their compensation and accumulate tax-deferred earnings thereon. A
		brief description of certain aspects of the Plan follows (the official
		provisions of the Plan are contained in the Plan Document, which controls in
		the event of a discrepancy):</P>
	 <P>The Plan provides eligible participants with deferred payment of a
		specified portion of their cash compensation and corresponding company matching
		credits. The amount to be deferred will be determined in accordance with the
		terms of the Plan, which generally provides for credits to Participants&#146;
		accounts of certain amounts that, due to legal limitations, cannot be
		contributed to the Participants&#146; accounts under the Registrant&#146;s
		Profit-Sharing Retirement Plan (the "Profit-Sharing Plan"), the tax-qualified
		retirement plan of the Registrant. Participants can choose from a variety of
		investment options under the Profit-Sharing Plan, and their corresponding
		accounts under the Plan are credited with earnings and losses based on the
		performance of the chosen funds. The available investment options include a
		fund that invests primarily in the Common Stock of the Registrant, but only on
		a limited basis and only with respect to Registrant matching
		contributions/credits. The Registrant will keep a bookkeeping account of the
		value of each Participant&#146;s deferred compensation, including adjustments
		to the account based on the performance of the investment funds chosen by the
		Participant under the Profit-Sharing Plan. While the Obligations will not
		actually be invested, the accounts under the Plan will reflect investment
		earnings, gains and losses of the selected investment options.</P>
	 <P>The Obligations are general unsecured obligations of the Registrant to
		pay deferred compensation in the future in accordance with the terms of the
		Plan from the general assets of the Registrant and rank <I>pari passu</I> with
		other unsecured indebtedness of the Registrant from time to time. Each
		Participant&#146;s deferred compensation will be mingled with the general funds
		of the Registrant and may therefore be subject to the rights of other
		creditors, including any lien or security interest. </P>
	 <P>All Obligations which are vested in accordance with the terms of the
		Plan will be payable in accordance with the terms of the Plan, which provides
		that the Trustees of the Profit-Sharing Plan shall, in their sole discretion,
		select the time and manner in which Participants' account balances shall be
		distributed, which may include the methods permitted under the Profit-Sharing
		Plan.<B> </B></P>
	 <P>The Registrant reserves the right to amend or terminate the Plan at any
		time, provided that amendment or termination will not change the then existing
		credits to or adjustments of the account balances of Participants, or alter a
		Participant&#146;s right to receive a distribution thereof. However, if the
		Registrant is liquidated, it shall have the right to determine the value of
		each Participant&#146;s bookkeeping account and pay any unpaid distributions in
		any manner which the Trustees of the Profit-Sharing Plan determine to be just
		and equitable.</P>
	 <P>The Obligations are not convertible into any other security of the
		Registrant, and Participants&#146; rights to or interests in the Obligations
		may not be assigned without the Registrant&#146;s consent. </P>
	 <P><BR><B>Item 5. Interest of Named Experts and Counsel. </B></P>
	 <P>Julian A. Oettinger, Senior Vice President, General Counsel and
		Corporate Secretary of the Registrant, has opined as to the legality of the
		securities being offered by this Registration Statement. At the time of
		rendering his opinion, Mr. Oettinger had a substantial interest in the
		Registrant, as defined by the rules of the Commission, in that the fair market
		value of the approximately 170,771 shares of Common Stock beneficially owned by
		him exceeds $50,000.</P>
	 <P><BR><B>Item 6. Indemnification of Directors and Officers. </B></P>
	 <P>Provisions of the Illinois Business Corporation Act provide that the
		Registrant may, and in some circumstances must, indemnify the directors and
		officers of the Registrant against liabilities and expenses incurred by any
		such person by reason of the fact that such person was serving in such
		capacity, subject to certain limitations and conditions set forth in the
		statute. Substantially similar provisions that require such indemnification are
		contained in the Registrant&#146;s By-Laws, which are incorporated herein by
		reference. The Registrant has an insurance policy covering its directors and
		officers against certain personal liability, which may include liabilities
		under the Securities Act. </P>
	 <P><B>Item 7. Exemption From Registration Claimed. </B></P>
	 <P>Not applicable. </P>
	 <P><BR><B>Item 8. Exhibits. </B></P>
	 <P>Reference is made to the Exhibit Index. </P>
	 <P><BR><B>Item 9. Undertakings. </B></P>
	 <P>The undersigned Registrant hereby undertakes: </P>
	 <P>(1) to file, during any period in which offers or sales are being made,
		a post-effective amendment to this registration statement to include any
		material information with respect to the plan of distribution not previously
		disclosed in the registration statement or any material change to such
		information in the registration statement. </P>
	 <P>(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.</P>
	 <P>(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. </P>
	 <P>(4) that, for purposes of determining any liability under the Securities
		Act, each filing of the Registrant&#146;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&#146;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. </P>
	 <P>(5) 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 provisions described in Item 6 or otherwise,
		the Registrant has been advised that in the opinion of the Commission such
		indemnification is against public policy as expressed in the 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 hereunder, the Registrant will, unless in the opinion of its
		counsel the question has already been settled by controlling precedent, submit
		to a court of appropriate jurisdiction the question of 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. </P>
	 <P ALIGN="center"><FONT SIZE="2"></FONT>&nbsp;</P>
	 <P ALIGN="center"><BR><B>SIGNATURES</B></P>
	 <P ALIGN="justify">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 Deerfield, State of Illinois, on this 11th day
		of August , 2003.</P>
	 <TABLE WIDTH="90%" BORDER="0" CELLPADDING="2" CELLSPACING="2">
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="285" COLSPAN="2">WALGREEN CO. </TD>
		</TR>
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="41">&nbsp;</TD>
		  <TD WIDTH="242">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="41">&nbsp;</TD>
		  <TD WIDTH="242">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="41">By: /s/ </TD>
		  <TD WIDTH="242">Roger L. Polark</TD>
		</TR>
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="41">&nbsp;</TD>
		  <TD WIDTH="242">Roger L. Polark</TD>
		</TR>
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="41">&nbsp;</TD>
		  <TD WIDTH="242">Senior Vice President and </TD>
		</TR>
		<TR>
		  <TD WIDTH="571">&nbsp;</TD>
		  <TD WIDTH="41">&nbsp;</TD>
		  <TD WIDTH="242">Chief Financial Officer </TD>
		</TR>
	 </TABLE>
	 <P ALIGN="justify"></P>
	 <P><BR></P>
	 <P ALIGN="center"><B>POWER OF ATTORNEY</B></P>
	 <P ALIGN="justify">KNOW ALL PERSONS BY THESE PRESENTS, that each person
		whose signature appears below constitutes and appoints David W. Bernauer and
		Roger L. Polark, and each of them, his true and lawful attorneys-in-fact and
		agents, with full power of substitution and resubstitution for him and in his
		name, place and stead, in any and all capacities, to sign, execute and file
		this Registration Statement and any amendments (including, without limitation,
		post-effective amendments) to this Registration Statement, and to file the
		same, with all exhibits thereto and all documents required to be filed with
		respect therewith, with the Securities and Exchange Commission or any
		regulatory authority, granting unto such attorneys-in-fact and agents full
		power and authority to do and perform each and every act and thing requisite
		and necessary to be done in connection therewith and about the premises in
		order to effectuate the same as fully to all intents and purposes as he might
		or could do if personally present, hereby ratifying and confirming all that
		such attorneys-in-fact and agents or his or their substitute or substitutes,
		may lawfully do or cause to be done.</P>
	 <P ALIGN="justify">Pursuant to the requirements of the Securities Act of
		1933, as amended, this Registration Statement has been signed by the following
		persons in the capacities indicated on this 9th day of July, 2003. </P>
	 <TABLE CELLSPACING="0" WIDTH="590" BORDER="0">
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" ALIGN="CENTER">
			 <P ALIGN="center"><B>Signature</B></P></TD>
		  <TD VALIGN="TOP" WIDTH="2%" ALIGN="CENTER">
			 <P>&nbsp;</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" ALIGN="CENTER">
			 <P ALIGN="center"><B>Title </B></P></TD>
		  <TD VALIGN="TOP" WIDTH="4%">
			 <P>&nbsp;</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="17" ALIGN="CENTER">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="2%" HEIGHT="17" ROWSPAN="6" ALIGN="CENTER">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="17" ALIGN="CENTER">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="4%" HEIGHT="17" ROWSPAN="6">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="17" ALIGN="CENTER">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="17" ALIGN="CENTER">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="17">
			 <P>/s/ David W. Bernauer</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="17">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="17">
			 <P>David W. Bernauer</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="17">
			 <P>Chairman of the Board, Chief</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="17">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="17">
			 <P>Executive Officer and Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="17">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="17">
			 <P>(Principal Executive Officer)</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="15">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="2%" HEIGHT="15" ROWSPAN="6">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="15">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="4%" HEIGHT="15" ROWSPAN="6">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="10">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="10">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="18">
			 <P>/s/ Roger L. Polark</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="18">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="24">
			 <P>Roger L. Polark</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="24">
			 <P>Senior Vice President and Chief</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="18">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="18">
			 <P>Financial Officer (Principal Financial</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="18">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="18">
			 <P>Officer)</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="6">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="2%" HEIGHT="6" ROWSPAN="40">
			 <P><BR></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="6">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="4%" HEIGHT="6" ROWSPAN="40">
			 <P><BR></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ William M. Rudolphsen</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>William M. Rudolphsen</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Controller (Principal Accounting</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Officer)</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ William C. Foote</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>William C. Foote</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ James. J. Howard</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>James J. Howard</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ Alan G. McNally</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>Alan G. McNally</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ Cordell Reed</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>Cordell Reed</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ Jeffrey A. Rein</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR VALIGN="TOP">
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>Jeffrey A. Rein</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>President, Chief Operating Officer and </P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ David Y. Schwartz</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>David Y. Schwartz</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ John B. Schwemm</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>John B. Schwemm</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ Marilou M. von Ferstel</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>Marilou M. von Ferstel</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P></P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>/s/ C.R. Walgreen III</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P></P></TD>
		</TR>
		<TR>
		  <TD VALIGN="TOP" WIDTH="39%" HEIGHT="5">
			 <P>C.R. Walgreen III</P></TD>
		  <TD VALIGN="TOP" WIDTH="54%" HEIGHT="5">
			 <P>Director</P></TD>
		</TR>
	 </TABLE>
	 <P ALIGN="center"><B></B>&nbsp;</P>
	 <P ALIGN="center">EXHIBIT INDEX</P>
	 <P ALIGN="justify">&nbsp;</P>
	 <P ALIGN="justify"><U>Exhibit Number</U> <U>Description of Document</U></P>

	 <P ALIGN="justify">4.1 Articles of Incorporation of the Registrant, as
		amended, filed with the Securities and Exchange Commission as Exhibit 3(a) to
		the Registrant&#146;s Quarterly Report on Form 10-Q for the quarter ended
		February 28, 1999, and incorporated by reference herein.</P>
	 <P ALIGN="justify">4.2 By-Laws of the Registrant, as amended and restated
		effective as of April 9, 2002, filed with the Securities and Exchange
		Commission as Exhibit 3(b) to the Registrant&#146;s Annual Report on Form 10-K
		for the fiscal year ended August 31, 2002, and incorporated by reference
		herein.</P>
	 <P ALIGN="justify">4.3 Rights Agreement dated as of July 10, 1996, between
		the Registrant and Harris Trust and Savings Bank, filed with the Securities and
		Exchange Commission as Exhibit 1 to the Registrant&#146;s Registration
		Statement on Form 8-A on July 11, 1996 (File No. 1-604), and incorporated by
		reference herein.</P>
	 <P ALIGN="justify">4.4 Walgreen Co. Executive Deferred Profit-Sharing Plan,
		as restated effective January 1, 2003, filed with the Securities and Exchange
		Commission as Exhibit 10(a) to the Registrant&#146;s Quarterly Report on Form
		10-Q for the quarter ended May 31, 2003, and incorporated by reference
		herein.</P>
	 <P ALIGN="justify">5.1 Opinion of Julian A. Oettinger, Senior Vice
		President, General Counsel &amp; Corporate Secretary of the Registrant,
		regarding the legality of the securities being offered (filed herewith).</P>
	 <P ALIGN="justify">23.1 Consent of Deloitte &amp; Touche LLP (filed
		herewith). </P>
	 <P ALIGN="justify">23.2 Consent of Julian A. Oettinger, Senior Vice
		President, General Counsel &amp; Corporate Secretary of the Registrant
		(included in Exhibit 5.1).</P>
	 <P ALIGN="justify">24.1 Powers of Attorney (included on signature
		page).</P>
	 <P ALIGN="justify">&nbsp;</P>
	 <P ALIGN="center"><FONT SIZE="2"></FONT>&nbsp;</P> </BODY>
</HTML>
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{"company-data": {"conformed-name": "WALGREEN CO", "cik": "0000104207", "assigned-sic": "5912", "irs-number": "361924025", "state-of-incorporation": "IL", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107841", "film-number": "03834107"}, "business-address": {"street1": "200 WILMOT RD", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479402500"}, "mail-address": {"street1": "200 WILMOT RD", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
S-8 1 a2107024zs-8
As filed with the Securities and Exchange Commission on
		August 11, 2003
Registration No.
		333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WALGREEN CO.
(Exact name of Registrant as specified
		in its charter)
Illinois
36-1924025
(State or other
				jurisdiction
(I.R.S. Employer
of incorporation or
				organization)
Identification No.)
200 Wilmot Road
Deerfield, Illinois 60015
(Address of Principal Executive Offices)
WALGREEN CO. EXECUTIVE DEFERRED PROFIT-SHARING PLAN
(Full title of the plan)
Julian A. Oettinger
Senior Vice President, General
		Counsel & Corporate Secretary
Walgreen Co.
200 Wilmot Road
Deerfield, Illinois 60015
Telephone: (847) 914-3004
(Name, address,
		including zip code, and telephone number, including area code, of agent for
		service)
CALCULATION OF REGISTRATION FEE
Title of
			 Securities
to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price Per Share
Proposed Maximum
Aggregate Offering Price
(2)
Amount of
Registration
			 Fee
Deferred Compensation
			 Obligations (1)
$25,000,000
100%
$25,000,000
$2,022.50
The Deferred Compensation Obligations are unsecured
			 obligations of the Registrant to pay deferred compensation in the future in
			 accordance with the terms of the Walgreen Co. Executive Deferred Profit-Sharing
			 Plan.
Estimated solely for the purpose of calculating the amount of the
		  registration fee.
WALGREEN CO
.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION
		STATEMENT
Item 3. Incorporation of Documents by Reference
This Registration Statement incorporates herein by reference the
		following documents which have been filed with the Securities and Exchange
		Commission (the "Commission") by Walgreen Co. (the "Registrant"):
The Registrant's Annual Report on Form 10-K for the fiscal year
			 ended August 31, 2002;
The Registrant's Current Report on Form 8-K, filed October 11,
			 2002;
The Registrant's Quarterly Report on Form 10-Q for the quarter
			 ended November 30, 2002;
The Registrant's Quarterly Report on Form 10-Q for the quarter
			 ended February 28, 2003;
The Registrant's Quarterly Report on Form 10-Q for the quarter
			 ended May 31, 2003;
The Registrant's Current Report on Form 8-K, filed June 24,
			 2003;
The description of the Common Stock, par value $0.078125 per share,
		  and the associated Preferred Share Purchase Rights contained in the
		  Registrant's registration statements filed under the Securities Exchange
		  Act of 1934 (the "Exchange Act"), including any amendments or reports filed for
		  the purpose of updating such descriptions.
In addition, all reports and other documents filed by the Registrant
		with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
		Exchange Act subsequent to the date of this Registration Statement and prior to
		the filing of a post-effective amendment to this Registration Statement which
		indicates that all securities offered have been sold or which de-registers 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 filing of such documents. Any statement contained herein or in a document
		incorporated herein by reference shall be deemed to be modified or superseded
		for purposes hereof to the extent that a statement contained herein or in any
		other subsequently filed document incorporated herein by reference 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
		hereof.
Item 4. Description of Securities.
The securities being offered hereby are deferred compensation
		obligations (the "Obligations"). Pursuant to the Walgreen Co. Executive
		Deferred Profit-Sharing Plan, as restated effective January 1, 2003 (the
		"Plan"), the Registrant provides certain eligible employees of the Registrant
		and its subsidiaries (the "Participants") with the opportunity to defer a
		portion of their compensation and accumulate tax-deferred earnings thereon. A
		brief description of certain aspects of the Plan follows (the official
		provisions of the Plan are contained in the Plan Document, which controls in
		the event of a discrepancy):
The Plan provides eligible participants with deferred payment of a
		specified portion of their cash compensation and corresponding company matching
		credits. The amount to be deferred will be determined in accordance with the
		terms of the Plan, which generally provides for credits to Participants'
		accounts of certain amounts that, due to legal limitations, cannot be
		contributed to the Participants' accounts under the Registrant's
		Profit-Sharing Retirement Plan (the "Profit-Sharing Plan"), the tax-qualified
		retirement plan of the Registrant. Participants can choose from a variety of
		investment options under the Profit-Sharing Plan, and their corresponding
		accounts under the Plan are credited with earnings and losses based on the
		performance of the chosen funds. The available investment options include a
		fund that invests primarily in the Common Stock of the Registrant, but only on
		a limited basis and only with respect to Registrant matching
		contributions/credits. The Registrant will keep a bookkeeping account of the
		value of each Participant's deferred compensation, including adjustments
		to the account based on the performance of the investment funds chosen by the
		Participant under the Profit-Sharing Plan. While the Obligations will not
		actually be invested, the accounts under the Plan will reflect investment
		earnings, gains and losses of the selected investment options.
The Obligations are general unsecured obligations of the Registrant to
		pay deferred compensation in the future in accordance with the terms of the
		Plan from the general assets of the Registrant and rank
pari passu
with
		other unsecured indebtedness of the Registrant from time to time. Each
		Participant's deferred compensation will be mingled with the general funds
		of the Registrant and may therefore be subject to the rights of other
		creditors, including any lien or security interest.
All Obligations which are vested in accordance with the terms of the
		Plan will be payable in accordance with the terms of the Plan, which provides
		that the Trustees of the Profit-Sharing Plan shall, in their sole discretion,
		select the time and manner in which Participants' account balances shall be
		distributed, which may include the methods permitted under the Profit-Sharing
		Plan.
The Registrant reserves the right to amend or terminate the Plan at any
		time, provided that amendment or termination will not change the then existing
		credits to or adjustments of the account balances of Participants, or alter a
		Participant's right to receive a distribution thereof. However, if the
		Registrant is liquidated, it shall have the right to determine the value of
		each Participant's bookkeeping account and pay any unpaid distributions in
		any manner which the Trustees of the Profit-Sharing Plan determine to be just
		and equitable.
The Obligations are not convertible into any other security of the
		Registrant, and Participants' rights to or interests in the Obligations
		may not be assigned without the Registrant's consent.
Item 5. Interest of Named Experts and Counsel.
Julian A. Oettinger, Senior Vice President, General Counsel and
		Corporate Secretary of the Registrant, has opined as to the legality of the
		securities being offered by this Registration Statement. At the time of
		rendering his opinion, Mr. Oettinger had a substantial interest in the
		Registrant, as defined by the rules of the Commission, in that the fair market
		value of the approximately 170,771 shares of Common Stock beneficially owned by
		him exceeds $50,000.
Item 6. Indemnification of Directors and Officers.
Provisions of the Illinois Business Corporation Act provide that the
		Registrant may, and in some circumstances must, indemnify the directors and
		officers of the Registrant against liabilities and expenses incurred by any
		such person by reason of the fact that such person was serving in such
		capacity, subject to certain limitations and conditions set forth in the
		statute. Substantially similar provisions that require such indemnification are
		contained in the Registrant's By-Laws, which are incorporated herein by
		reference. The Registrant has an insurance policy covering its directors and
		officers against certain personal liability, which may include liabilities
		under the Securities Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
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 to include any
		material information with respect to the plan of distribution not previously
		disclosed in the registration statement or any material change to such
		information in the registration statement.
(2) that, for the purpose of determining any liability under the
		Securities Act, 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.
(4) 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.
(5) 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 provisions described in Item 6 or otherwise,
		the Registrant has been advised that in the opinion of the Commission such
		indemnification is against public policy as expressed in the 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 hereunder, the Registrant will, unless in the opinion of its
		counsel the question has already been settled by controlling precedent, submit
		to a court of appropriate jurisdiction the question of 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.
SIGNATURES
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 Deerfield, State of Illinois, on this 11th day
		of August , 2003.
WALGREEN CO.
By: /s/
Roger L. Polark
Roger L. Polark
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
		whose signature appears below constitutes and appoints David W. Bernauer and
		Roger L. Polark, and each of them, his true and lawful attorneys-in-fact and
		agents, with full power of substitution and resubstitution for him and in his
		name, place and stead, in any and all capacities, to sign, execute and file
		this Registration Statement and any amendments (including, without limitation,
		post-effective amendments) to this Registration Statement, and to file the
		same, with all exhibits thereto and all documents required to be filed with
		respect therewith, with the Securities and Exchange Commission or any
		regulatory authority, granting unto such attorneys-in-fact and agents full
		power and authority to do and perform each and every act and thing requisite
		and necessary to be done in connection therewith and about the premises in
		order to effectuate the same as fully to all intents and purposes as he might
		or could do if personally present, hereby ratifying and confirming all that
		such attorneys-in-fact and agents or his or their substitute or substitutes,
		may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of
		1933, as amended, this Registration Statement has been signed by the following
		persons in the capacities indicated on this 9th day of July, 2003.
Signature
Title
/s/ David W. Bernauer
David W. Bernauer
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
/s/ Roger L. Polark
Roger L. Polark
Senior Vice President and Chief
Financial Officer (Principal Financial
Officer)
/s/ William M. Rudolphsen
William M. Rudolphsen
Controller (Principal Accounting
Officer)
/s/ William C. Foote
William C. Foote
Director
/s/ James. J. Howard
James J. Howard
Director
/s/ Alan G. McNally
Alan G. McNally
Director
/s/ Cordell Reed
Cordell Reed
Director
/s/ Jeffrey A. Rein
Jeffrey A. Rein
President, Chief Operating Officer and
Director
/s/ David Y. Schwartz
David Y. Schwartz
Director
/s/ John B. Schwemm
John B. Schwemm
Director
/s/ Marilou M. von Ferstel
Marilou M. von Ferstel
Director
/s/ C.R. Walgreen III
C.R. Walgreen III
Director
EXHIBIT INDEX
Exhibit Number
Description of Document
4.1 Articles of Incorporation of the Registrant, as
		amended, filed with the Securities and Exchange Commission as Exhibit 3(a) to
		the Registrant's Quarterly Report on Form 10-Q for the quarter ended
		February 28, 1999, and incorporated by reference herein.
4.2 By-Laws of the Registrant, as amended and restated
		effective as of April 9, 2002, filed with the Securities and Exchange
		Commission as Exhibit 3(b) to the Registrant's Annual Report on Form 10-K
		for the fiscal year ended August 31, 2002, and incorporated by reference
		herein.
4.3 Rights Agreement dated as of July 10, 1996, between
		the Registrant and Harris Trust and Savings Bank, filed with the Securities and
		Exchange Commission as Exhibit 1 to the Registrant's Registration
		Statement on Form 8-A on July 11, 1996 (File No. 1-604), and incorporated by
		reference herein.
4.4 Walgreen Co. Executive Deferred Profit-Sharing Plan,
		as restated effective January 1, 2003, filed with the Securities and Exchange
		Commission as Exhibit 10(a) to the Registrant's Quarterly Report on Form
		10-Q for the quarter ended May 31, 2003, and incorporated by reference
		herein.
5.1 Opinion of Julian A. Oettinger, Senior Vice
		President, General Counsel & Corporate Secretary of the Registrant,
		regarding the legality of the securities being offered (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed
		herewith).
23.2 Consent of Julian A. Oettinger, Senior Vice
		President, General Counsel & Corporate Secretary of the Registrant
		(included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature
		page).