As filed with the Securities and Exchange Commission
                                 on October 30, 1995
                               Registration No. 33-_____
========================================================================== 

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

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

                       ENVIRODYNE INDUSTRIES, INC.
              (Exact name of registrant as specified in its charter)

    Delaware                                     95-2677354
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)


                       Envirodyne Industries, Inc.
                       701 Harger Road, Suite 190
                       Oak Brook, Illinois  60521
                             (708) 571-8800
                 (Address of Principal Executive Offices)

                          VISKASE SAVE PROGRAM
                        (Full title of the plan)



STEPHEN M. SCHUSTER
Vice President, Secretary and General Counsel
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, Illinois  60521
(708) 571-8800
(Name, address and telephone number,
 including area code, of agent for service)


Copy to:
Gary D. Gerstman
Sidley & Austin
One First National Plaza
Chicago, Illinois  60603
(312) 853-2060

                 CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
<TABLE>
<CAPTION>
                                                           Proposed                Proposed
Title of securities              Amount to be          maximum offering        maximum aggregate         Amount of
of to be registered (1)           registered           price per share          offering price        registration fee 
____________________________________________________________________________________________________________
<S>                              <C>                        <C>                    <C>                      <C>   
Common Stock, $.01 par value     500,000 shares             $4.375  (2)            $2,187,500  (2)          $754.31

</TABLE>
 
(1)   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.  

(2)   Estimated solely for the purpose of calculating the registration fee
      and, pursuant to Rules 457(h)(1) and 457(c) under the
      Securities Act of 1933, based upon the average of the high and
      low sale prices of the Common Stock of Envirodyne Industries,
      Inc. on The Nasdaq Stock Market on October 25, 1995.


                                     PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


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

          The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by
Envirodyne Industries, Inc. (the "Company") are incorporated
herein by reference:  

                   (a)     The Company's Annual Report on Form 10-K
              for the fiscal year ended December 29, 1994.  

                   (b)  All other reports filed by the Company
              pursuant to Section 13(a) or 15(d) of the Securities
              Exchange Act of 1934, as amended (the "Exchange Act"),
              since December 29, 1994.  

                   (c)     The description of the Company's common
              stock, par value $.01 per share (the "Common Stock"),
              which is contained in the Registration Statement on
              Form 8-A filed with the Commission on November 12, 1993
              under the Exchange Act, including any subsequent
              amendment or any report filed for the purpose of
              updating such description.  

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act and all documents
filed by the employee benefit plan described herein pursuant to
Section 15(d) of the Exchange Act after 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 hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
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
         ------------------------------------------

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides that, in accordance with
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), a director of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payment so of dividends
under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.  It
further provides that if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Company will be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides indemnification for directors
or officers to the fullest extent permitted by the DGCL.  The
Company's By-laws permit the Company to insure its directors,
officers, employees or agents against certain liabilities without
regard to whether they may be indemnified under Delaware law.

          Reference is made to Section 145 of the DGCL which
provides for indemnification of directors and officers in certain
circumstances.  Section 145 of the DGCL permits the
indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the
corporation) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
illegal.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. 
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action referred to above or in defense of any
claim, issue or matter therein, such representative shall be
indemnified against expenses (including attorney's fees) actually
and reasonably incurred in connection therewith.


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

          Not applicable.

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

          The Exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.  

          Viskase Corporation will submit or has submitted the
employee benefit plan described herein and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in
order to qualify the Plan.  

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

     (a)  The undersigned registrant hereby undertakes:

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

                   (i)  To include any prospectus required by
              Section 10(a)(3) of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of this 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 this
              Registration Statement. 

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

                      provided, however, that paragraphs (a)(1)(i) and
                      --------  -------
(a)(1)(ii) do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

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

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 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 of 1933 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 of 1933 and will be governed by
the final adjudication of such issue.

                          SIGNATURES

          The Registrant.  Pursuant to the requirements of the
          --------------
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Oak
Brook, State of Illinois, on this 30th day of October, 1995.

                              ENVIRODYNE INDUSTRIES, INC.


                              By: /s/
                                  -------------------------  
                                      Donald P. Kelly
                                    Chairman of the Board,
                                  President, Chief Executive
                                     Officer and Director

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 30th day of October,
1995.  Each person whose signature appears below hereby appoints
Stephen M. Schuster his or her true and lawful attorney-in-fact,
with power to act with or without the other and with full power
of substitution and resubstitution, in any and all capacities, to
sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
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 and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue thereof.

     Signature and Title              Signature and Title
     -------------------              -------------------

/s/                                   /s/                                 
- ----------------------------          -------------------------
     Donald P. Kelly                     F. Edward Gustafson
  Chairman of the Board, President,            Director
 Chief Executive Officer and Director
    (Principal Executive Officer)


/s/                       
- ----------------------------          --------------------------
      J.S. Corcoran                       Michael E. Heisley
Executive Vice President and                   Director
  Chief Financial Officer
 (Principal Financial and
   Accounting Officer)

     
/s/                                   /s/                     
- -----------------------------         --------------------------
   Robert N. Dangremond                    Gregory R. Page
       Director                                Director


/s/
- -----------------------------         ---------------------------
      Avram A. Glazer                      Mark D. Senkpiel
          Director                             Director


/s/
- -----------------------------
     Malcolm I. Glazer
         Director





          The Plan.  Pursuant to the requirements of the
          --------
Securities Act of 1933, the Benefits Committee administering the
Viskase Save Program, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Oak Brook, State of Illinois on
this 30th day of October, 1995.  


                         VISKASE SAVE PROGRAM



                         By:  /s/
                              _____________________________
                              John Cunningham
                              Member of the Benefits Committee


         INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8


Exhibit      Description of Exhibit
- --------     ----------------------------------------------------
 4.1                  Amended and Restated Certificate of
                      Incorporation of the Company (incorporated
                      herein by reference to Exhibit 3.1 to
                      Form 8-K (File No. 0-5485) filed under the
                      Exchange Act).

 4.2                  Bylaws of the Company (incorporated herein by
                      reference to Exhibit 3.1 to Form 8-K (File
                      No. 0-5485) filed under the Exchange Act).

*4.3                  Viskase Save Program

*23.1                 Consent of Coopers & Lybrand L.L.P.

*24.1                 Powers of Attorney (reference is made to the Signatures
                      section of this Registration Statement for the Power of
                      Attorney contained therein.)


_____________________
*     Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17806}]
{"company-data": {"conformed-name": "ENVIRODYNE INDUSTRIES INC", "cik": "0000033073", "assigned-sic": "3089", "irs-number": "952677354", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63807", "film-number": "95585432"}, "business-address": {"street1": "701 HARGER ROAD STE 1190", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7085718800"}, "former-company": {"former-conformed-name": "MGN INC", "date-changed": "19790425"}}
As filed with the Securities and Exchange Commission
                                 on October 30, 1995
                               Registration No. 33-_____
========================================================================== 

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

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

                       ENVIRODYNE INDUSTRIES, INC.
              (Exact name of registrant as specified in its charter)

    Delaware                                     95-2677354
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

                       Envirodyne Industries, Inc.
                       701 Harger Road, Suite 190
                       Oak Brook, Illinois  60521
                             (708) 571-8800
                 (Address of Principal Executive Offices)

                          VISKASE SAVE PROGRAM
                        (Full title of the plan)

STEPHEN M. SCHUSTER
Vice President, Secretary and General Counsel
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, Illinois  60521
(708) 571-8800
(Name, address and telephone number,
 including area code, of agent for service)

Copy to:
Gary D. Gerstman
Sidley & Austin
One First National Plaza
Chicago, Illinois  60603
(312) 853-2060

                 CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed                Proposed
Title of securities              Amount to be          maximum offering        maximum aggregate         Amount of
of to be registered (1)           registered           price per share          offering price        registration fee 
____________________________________________________________________________________________________________
Common Stock, $.01 par value     500,000 shares             $4.375  (2)            $2,187,500  (2)          $754.31
(1)   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.  

(2)   Estimated solely for the purpose of calculating the registration fee
      and, pursuant to Rules 457(h)(1) and 457(c) under the
      Securities Act of 1933, based upon the average of the high and
      low sale prices of the Common Stock of Envirodyne Industries,
      Inc. on The Nasdaq Stock Market on October 25, 1995.

                                     PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

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

          The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by
Envirodyne Industries, Inc. (the "Company") are incorporated
herein by reference:  

                   (a)     The Company's Annual Report on Form 10-K
              for the fiscal year ended December 29, 1994.  

                   (b)  All other reports filed by the Company
              pursuant to Section 13(a) or 15(d) of the Securities
              Exchange Act of 1934, as amended (the "Exchange Act"),
              since December 29, 1994.  

                   (c)     The description of the Company's common
              stock, par value $.01 per share (the "Common Stock"),
              which is contained in the Registration Statement on
              Form 8-A filed with the Commission on November 12, 1993
              under the Exchange Act, including any subsequent
              amendment or any report filed for the purpose of
              updating such description.  

          All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act and all documents
filed by the employee benefit plan described herein pursuant to
Section 15(d) of the Exchange Act after 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 hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
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
         ------------------------------------------

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides that, in accordance with
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), a director of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payment so of dividends
under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit.  It
further provides that if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Company will be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.

          The Company's Amended and Restated Certificate of
Incorporation, as amended, provides indemnification for directors
or officers to the fullest extent permitted by the DGCL.  The
Company's By-laws permit the Company to insure its directors,
officers, employees or agents against certain liabilities without
regard to whether they may be indemnified under Delaware law.

          Reference is made to Section 145 of the DGCL which
provides for indemnification of directors and officers in certain
circumstances.  Section 145 of the DGCL permits the
indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the
corporation) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
illegal.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. 
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action referred to above or in defense of any
claim, issue or matter therein, such representative shall be
indemnified against expenses (including attorney's fees) actually
and reasonably incurred in connection therewith.

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

          Not applicable.

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

          The Exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.  

          Viskase Corporation will submit or has submitted the
employee benefit plan described herein and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner
and has made or will make all changes required by the IRS in
order to qualify the Plan.  

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

     (a)  The undersigned registrant hereby undertakes:

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

                   (i)  To include any prospectus required by
              Section 10(a)(3) of the Securities Act of 1933;

                   (ii)  To reflect in the prospectus any facts or events
              arising after the effective date of this 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 this
              Registration Statement. 

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

                      provided, however, that paragraphs (a)(1)(i) and
                      --------  -------
(a)(1)(ii) do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

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

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
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 of 1933 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 of 1933 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 of 1933 and will be governed by
the final adjudication of such issue.

                          SIGNATURES

          The Registrant.  Pursuant to the requirements of the
          --------------
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Oak
Brook, State of Illinois, on this 30th day of October, 1995.

                              ENVIRODYNE INDUSTRIES, INC.

                              By: /s/
                                  -------------------------  
                                      Donald P. Kelly
                                    Chairman of the Board,
                                  President, Chief Executive
                                     Officer and Director

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 30th day of October,
1995.  Each person whose signature appears below hereby appoints
Stephen M. Schuster his or her true and lawful attorney-in-fact,
with power to act with or without the other and with full power
of substitution and resubstitution, in any and all capacities, to
sign any or all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
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 and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue thereof.

     Signature and Title              Signature and Title
     -------------------              -------------------

/s/                                   /s/                                 
- ----------------------------          -------------------------
     Donald P. Kelly                     F. Edward Gustafson
  Chairman of the Board, President,            Director
 Chief Executive Officer and Director
    (Principal Executive Officer)

/s/                       
- ----------------------------          --------------------------
      J.S. Corcoran                       Michael E. Heisley
Executive Vice President and                   Director
  Chief Financial Officer
 (Principal Financial and
   Accounting Officer)

     
/s/                                   /s/                     
- -----------------------------         --------------------------
   Robert N. Dangremond                    Gregory R. Page
       Director                                Director

/s/
- -----------------------------         ---------------------------
      Avram A. Glazer                      Mark D. Senkpiel
          Director                             Director

/s/
- -----------------------------
     Malcolm I. Glazer
         Director

          The Plan.  Pursuant to the requirements of the
          --------
Securities Act of 1933, the Benefits Committee administering the
Viskase Save Program, has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Oak Brook, State of Illinois on
this 30th day of October, 1995.  

                         VISKASE SAVE PROGRAM

                         By:  /s/
                              _____________________________
                              John Cunningham
                              Member of the Benefits Committee

         INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit      Description of Exhibit
- --------     ----------------------------------------------------
 4.1                  Amended and Restated Certificate of
                      Incorporation of the Company (incorporated
                      herein by reference to Exhibit 3.1 to
                      Form 8-K (File No. 0-5485) filed under the
                      Exchange Act).

 4.2                  Bylaws of the Company (incorporated herein by
                      reference to Exhibit 3.1 to Form 8-K (File
                      No. 0-5485) filed under the Exchange Act).

*4.3                  Viskase Save Program

*23.1                 Consent of Coopers & Lybrand L.L.P.

*24.1                 Powers of Attorney (reference is made to the Signatures
                      section of this Registration Statement for the Power of
                      Attorney contained therein.)

_____________________
*     Filed herewith.