As filed with the Securities and Exchange Commission on June 04, 1996

                                       Registration No. 333-_____


                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                    _________________________

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    _________________________

                        BRC HOLDINGS, INC.
      (Exact name of Registrant as specified in its charter)

                            Delaware
                (State or other jurisdiction of
                 incorporation or organization)
                                
               1111 West Mockingbird, Suite 1500
                         Dallas, Texas
             (Address of Principal Executive Offices)
                           75-1533071
                        (I.R.S. Employer
                       Identification No.)
                                
                              75247
                            (Zip Code)                    
                    _________________________

        1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
         OF BUSINESS RECORDS CORPORATION HOLDING COMPANY
                     (Full title of the plan)
                    _________________________

                      DAVID A. HART, ESQ.
                    Executive Vice President
                       BRC HOLDINGS, INC.
               1111 West Mockingbird, Suite 1500
                      Dallas, Texas  75247
                         (214) 688-1800
                  (Name, address and telephone
                  number, including area code,
                     of agent for service)
                            
                            Copy to:
                     JEFFREY M. SONE, ESQ.
                         Arter & Hadden
                   1717 Main St., Suite 4100
                   Dallas, Texas  75201-4605
                         (214) 761-2100         
                   _________________________
<TABLE>
<CAPTION>

                 CALCULATION OF REGISTRATION FEE

<S>                    <C>              <C>                          <C>                   <C>
                                                                      Proposed Maximum
Title of Securities     Amount to be        Proposed Maximum         Aggregate Offering       Amount of 
to be Registered       registered (1)   Offering price Per Share          Price(2)         Registration Fee 
                                                  
Common Stock           120,000 Shares             (2)                    $4,325,000             $1,492    
($.10 par value)

</TABLE>
     (1)  The securities to be registered represent shares of Common Stock
issued or reserved for issuance under the 1995 Stock Option Plan for
Non-Employee Directors of Business Records Corporation Holding Company (the
"Plan").  Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of options granted or to be granted under
the Plan in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered hereunder.

     (2)  Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee as follows:  (i) the maximum proposed
offering price at which outstanding options under the Plan (40,000 shares of
Common Stock) may be exercised is $1,500,000 and (ii) the maximum proposed
offering price at which unissued options may be exercised under the Plan
(80,000 shares of Common Stock) is $2,825,000 calculated on the basis of the
high and low price per share of Common Stock on the Nasdaq Stock Market's
National Market on May 28, 1996 ($35.3125), in accordance with Rule 457(c).
                              
                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

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


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


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     BRC Holdings, Inc. f/k/a Business Record Corporation Holding Company 
     (the "Registrant" or the "Company") hereby incorporates by reference
     in this Registration Statement the following documents previously filed
     or to be filed with the Securities and Exchange Commission (the
     "Commission"):

     (1)  the Company's Annual Report on Form 10-K filed with the Commission
          for the fiscal year ended December 31, 1995;

     (2)  the Company's Quarterly Report filed with the Commission on Form
          10-Q for the quarter ended March 31, 1996;

     (3)  the Company's Current Report on Form 8-K filed with the Commission
          on May 21, 1996 for that event occurring May 16, 1996;

     (4)  the description of the Company's common stock, par value $.10 per
          share (the "Common Stock"), contained in the Company's Registration
          Statement on Form 8-A filed with the Commission under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), on
          February 16, 1988, including any amendment or report filed for the
          purpose of updating such description; and

     (5)  all documents filed by the Company 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 shall be
          deemed to be incorporated herein by reference and to be a part
          hereof from the date of filing of such documents until such time
          as there shall have been filed a post-effective amendment that
          indicates that all securities offered under the Registration
          Statement have been sold or that deregisters all securities
          remaining unsold at the time of such amendment.

     Any statement contained herein or 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
the statement contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein, or in any
document forming any part of the Section 10(a) Prospectus to be delivered
to participants in connection with, modifies or supersedes such statement.
Any 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.

     Article "Ninth" of the Certificate of Incorporation contains provisions
which eliminate the personal liability of the Company's directors for
monetary damages resulting from breaches of their fiduciary duty to the
fullest extent permitted by Delaware General Corporation Law (the "DGCL").
Article VI of the Company's Bylaws contain provisions requiring the
indemnification of the Company's directors and officers upon and pursuant
to the terms specified therein and under the applicable provisions of the
DGCL.  The Company believes that these provisions are necessary to attract
and retain qualified persons as directors and officers.

     Section 145 of the DGCL provides broad authority for indemnification
of officers and directors.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

      The foregoing summaries are necessarily subject to the complete text
of the statute, Certificate of Incorporation and Bylaws of the Company
referred to above and are qualified in their entirety by reference thereto.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     (a)  Exhibits.

     Exhibit   Description


      4.1      1995 Stock Option Plan for Non-Employee Directors of Business
               Records Corporation Holding Company (the "Plan") (filed
               herewith)

      4.2      Form of Non-Qualified Stock Option Agreement relating to
               options granted under the Plan (filed herewith)

      5.1      Opinion of Arter & Hadden regarding legality of securities
               being registered (filed herewith)

     23.1      Consent of Arter & Hadden (included in their opinion filed
               as Exhibit 5.1) (filed herewith)

     23.2      Consent of Price Waterhouse LLP (filed herewith)

Item 9.   Undertakings.

     (a)  Rule 415 Offering.  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, as amended (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, represents a fundamental change in the information set
     forth in the registration statement; and (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 or Form S-8 and
     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 of Section 15(d) of
     the Securities Exchange Act of 1934, as amended (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; and
     
           (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)  Filings Incorporating Subsequent Exchange Act Documents by
Reference.  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.

     (h)  Filing of Registration Statement on Form S-8.  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 Securities and Exchange 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 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

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all 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 Dallas, Texas, on
May 31, 1996:

                              BRC HOLDINGS, INC.


                              By: /s/ Perry E. Esping            
                                  Perry E. Esping
                                  Chairman and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and in
the capacities indicated on May 31, 1996:

Signature                     Title


/s/ Perry E. Esping           Chairman and Chief Executive Officer
Perry E. Esping               (Principal Executive Officer)


/s/ J. L. Morrison            President and Chief Operating Officer
J. L. Morrison


/s/ Thomas E. Kiraly          Chief Financial Officer (Principal Financial
Thomas E. Kiraly              and Accounting Officer)


/s/ L. D. Brinkman            Director
L. D. Brinkman


/s/ Robert E. Masterson       Director
Robert E. Masterson


/s/ David H. Monnich          Director
David H. Monnich


/s/ Paul T. Stoffel           Director
Paul T. Stoffel

                        INDEX TO EXHIBITS


     Exhibit   Description

      4.1      1995 Stock Option Plan for Non-Employee Directors of Business
               Records Corporation Holding Company (the "Plan") (filed
               herewith)

      4.2      Form of Non-Qualified Stock Option Agreement relating to
               options granted under the Plan (filed herewith)

      5.1      Opinion of Arter & Hadden regarding legality of securities
               being registered (filed herewith)

     23.1      Consent of Arter & Hadden (included in their opinion filed as
               Exhibit 5.1) (filed herewith)

     23.2      Consent of Price Waterhouse LLP (filed herewith)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15383}]
{"company-data": {"conformed-name": "BUSINESS RECORDS CORPORATION HOLDING CO", "cik": "0000205219", "assigned-sic": "5045", "irs-number": "751533071", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05171", "film-number": "96576669"}, "business-address": {"street1": "1111 W MOCKINGBIRD LN", "street2": "STE 1400", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146881800"}, "mail-address": {"street1": "1111W MOCKINGBIRD LANE", "street2": "SUITE 1400", "city": "DALLAS", "state": "TX", "zip": "75247"}, "former-company": {"former-conformed-name": "CRONUS INDUSTRIES INC", "date-changed": "19900813"}}
As filed with the Securities and Exchange Commission on June 04, 1996

                                       Registration No. 333-_____

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                    _________________________

                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                    _________________________

                        BRC HOLDINGS, INC.
      (Exact name of Registrant as specified in its charter)

                            Delaware
                (State or other jurisdiction of
                 incorporation or organization)
                                
               1111 West Mockingbird, Suite 1500
                         Dallas, Texas
             (Address of Principal Executive Offices)
                           75-1533071
                        (I.R.S. Employer
                       Identification No.)
                                
                              75247
                            (Zip Code)                    
                    _________________________

        1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
         OF BUSINESS RECORDS CORPORATION HOLDING COMPANY
                     (Full title of the plan)
                    _________________________

                      DAVID A. HART, ESQ.
                    Executive Vice President
                       BRC HOLDINGS, INC.
               1111 West Mockingbird, Suite 1500
                      Dallas, Texas  75247
                         (214) 688-1800
                  (Name, address and telephone
                  number, including area code,
                     of agent for service)
                            
                            Copy to:
                     JEFFREY M. SONE, ESQ.
                         Arter & Hadden
                   1717 Main St., Suite 4100
                   Dallas, Texas  75201-4605
                         (214) 761-2100         
                   _________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities     Amount to be        Proposed Maximum         Aggregate Offering       Amount of 
to be Registered       registered (1)   Offering price Per Share          Price(2)         Registration Fee 
                                                  
Common Stock           120,000 Shares             (2)                    $4,325,000             $1,492    
($.10 par value)
(1)  The securities to be registered represent shares of Common Stock
issued or reserved for issuance under the 1995 Stock Option Plan for
Non-Employee Directors of Business Records Corporation Holding Company (the
"Plan").  Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of options granted or to be granted under
the Plan in order to prevent dilution resulting from any future stock split,
stock dividend or similar transaction are also being registered hereunder.

     (2)  Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee as follows:  (i) the maximum proposed
offering price at which outstanding options under the Plan (40,000 shares of
Common Stock) may be exercised is $1,500,000 and (ii) the maximum proposed
offering price at which unissued options may be exercised under the Plan
(80,000 shares of Common Stock) is $2,825,000 calculated on the basis of the
high and low price per share of Common Stock on the Nasdaq Stock Market's
National Market on May 28, 1996 ($35.3125), in accordance with Rule 457(c).
                              
                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

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

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

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     BRC Holdings, Inc. f/k/a Business Record Corporation Holding Company 
     (the "Registrant" or the "Company") hereby incorporates by reference
     in this Registration Statement the following documents previously filed
     or to be filed with the Securities and Exchange Commission (the
     "Commission"):

     (1)  the Company's Annual Report on Form 10-K filed with the Commission
          for the fiscal year ended December 31, 1995;

     (2)  the Company's Quarterly Report filed with the Commission on Form
          10-Q for the quarter ended March 31, 1996;

     (3)  the Company's Current Report on Form 8-K filed with the Commission
          on May 21, 1996 for that event occurring May 16, 1996;

     (4)  the description of the Company's common stock, par value $.10 per
          share (the "Common Stock"), contained in the Company's Registration
          Statement on Form 8-A filed with the Commission under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), on
          February 16, 1988, including any amendment or report filed for the
          purpose of updating such description; and

     (5)  all documents filed by the Company 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 shall be
          deemed to be incorporated herein by reference and to be a part
          hereof from the date of filing of such documents until such time
          as there shall have been filed a post-effective amendment that
          indicates that all securities offered under the Registration
          Statement have been sold or that deregisters all securities
          remaining unsold at the time of such amendment.

     Any statement contained herein or 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
the statement contained herein or in any subsequently filed document that
also is or is deemed to be incorporated by reference herein, or in any
document forming any part of the Section 10(a) Prospectus to be delivered
to participants in connection with, modifies or supersedes such statement.
Any 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.

     Article "Ninth" of the Certificate of Incorporation contains provisions
which eliminate the personal liability of the Company's directors for
monetary damages resulting from breaches of their fiduciary duty to the
fullest extent permitted by Delaware General Corporation Law (the "DGCL").
Article VI of the Company's Bylaws contain provisions requiring the
indemnification of the Company's directors and officers upon and pursuant
to the terms specified therein and under the applicable provisions of the
DGCL.  The Company believes that these provisions are necessary to attract
and retain qualified persons as directors and officers.

     Section 145 of the DGCL provides broad authority for indemnification
of officers and directors.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

      The foregoing summaries are necessarily subject to the complete text
of the statute, Certificate of Incorporation and Bylaws of the Company
referred to above and are qualified in their entirety by reference thereto.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     (a)  Exhibits.

     Exhibit   Description

      4.1      1995 Stock Option Plan for Non-Employee Directors of Business
               Records Corporation Holding Company (the "Plan") (filed
               herewith)

      4.2      Form of Non-Qualified Stock Option Agreement relating to
               options granted under the Plan (filed herewith)

      5.1      Opinion of Arter & Hadden regarding legality of securities
               being registered (filed herewith)

     23.1      Consent of Arter & Hadden (included in their opinion filed
               as Exhibit 5.1) (filed herewith)

     23.2      Consent of Price Waterhouse LLP (filed herewith)

Item 9.   Undertakings.

     (a)  Rule 415 Offering.  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, as amended (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, represents a fundamental change in the information set
     forth in the registration statement; and (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 or Form S-8 and
     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 of Section 15(d) of
     the Securities Exchange Act of 1934, as amended (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; and
     
           (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)  Filings Incorporating Subsequent Exchange Act Documents by
Reference.  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.

     (h)  Filing of Registration Statement on Form S-8.  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 Securities and Exchange 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 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

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all 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 Dallas, Texas, on
May 31, 1996:

                              BRC HOLDINGS, INC.

                              By: /s/ Perry E. Esping            
                                  Perry E. Esping
                                  Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and in
the capacities indicated on May 31, 1996:

Signature                     Title

/s/ Perry E. Esping           Chairman and Chief Executive Officer
Perry E. Esping               (Principal Executive Officer)

/s/ J. L. Morrison            President and Chief Operating Officer
J. L. Morrison

/s/ Thomas E. Kiraly          Chief Financial Officer (Principal Financial
Thomas E. Kiraly              and Accounting Officer)

/s/ L. D. Brinkman            Director
L. D. Brinkman

/s/ Robert E. Masterson       Director
Robert E. Masterson

/s/ David H. Monnich          Director
David H. Monnich

/s/ Paul T. Stoffel           Director
Paul T. Stoffel

                        INDEX TO EXHIBITS

     Exhibit   Description

      4.1      1995 Stock Option Plan for Non-Employee Directors of Business
               Records Corporation Holding Company (the "Plan") (filed
               herewith)

      4.2      Form of Non-Qualified Stock Option Agreement relating to
               options granted under the Plan (filed herewith)

      5.1      Opinion of Arter & Hadden regarding legality of securities
               being registered (filed herewith)

     23.1      Consent of Arter & Hadden (included in their opinion filed as
               Exhibit 5.1) (filed herewith)

     23.2      Consent of Price Waterhouse LLP (filed herewith)