As filed with the Securities And Exchange Commission on May 7, 2001
                                           Registration Statement No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        ________________________________

                              SPARTECH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                   43-0761773
(State or Other Jurisdiction of        (IRS Employer Identification No.)
 Incorporation or Organization)

          120 SOUTH CENTRAL AVENUE, SUITE 1700, CLAYTON, MISSOURI 63105
(Address of Principal Executive Offices)                    ( Zip Code)


                              SPARTECH CORPORATION
                             2001 STOCK OPTION PLAN
                            (Full Title of the Plan)


                                JEFFREY D. FISHER
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              SPARTECH CORPORATION
                      120 SOUTH CENTRAL AVENUE, SUITE 1700
                            ST. LOUIS, MISSOURI 63105
                     (Name and Address of Agent for Service)

                                 (314) 721-4242
          (Telephone Number, Including Area Code, of Agent for Service)




<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

<S>                           <C>                    <C>          <C>                 <C>
                                                      Proposed         Proposed        Amount Of Registration
   Title Of Each Class Of          Amount To Be        Maximum    Maximum Aggregate              Fee
 Securities To Be Registered        Registered        Offering      Offering Price
                                                      Price Per
                                                        Unit
Common stock, $.75 par value     3,000,000 shares    $18.11 (1)     $54,330,000.00         $13,582.50 (2)

(1)  Average of the high and low trading prices of the common stock reported in
the consolidated reporting system as of May 3, 2001, a date within five business
days prior to the date of filing of the registration statement.

(2)  Because the exercise price of the stock options issuable under the plan is
not currently known, the registration fee is calculated pursuant to Rules 457(h)
and 457(c).

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.
</TABLE>


                                  PART II
                  INFORMATION NOT REQUIRED IN PROSPECTUS



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents previously filed by the registrant with the
Securities and Exchange Commission are hereby incorporated by reference
into this registration statement:

    (a)(1)  The registrant's annual report on Form 10-K for the fiscal year
        ended October 28, 2000, filed with the Securities and Exchange
        Commission on January 19, 2001, and the Amendment thereto on Form
        10-K/A filed with the Securities and Exchange Commission on January
        24, 2001;

    (b)(1)  The registrant's quarterly report on Form 10-Q for the fiscal
        quarter ended February 3, 2001, filed with the Securities and
        Exchange Commission on March 13, 2001;

         (2)    The registrant's current report on Form 8-K filed with the
        Securities and Exchange Commission on April 5, 2001;

         (3)    All other reports filed by the registrant or the Plan
        pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
        of 1934 since the end of the fiscal year covered by the registrant
        document referred to in (a) above;

    (c)(1)  The description of the registrant's common stock set forth in
        Amendment No. 1 to the registrant's registration statement on Form
        8-A dated November 28, 1994, filed with the Securities and Exchange
        Commission on May 17, 1999 under the Securities Exchange Act of
        1934; and

         (2)    The description of the Series Z Preferred Stock Purchase
        Rights attached to the registrant's common stock set forth in the
        registrant's registration statement on Form 8-A12B filed with the
        Securities and Exchange Commission on April 5, 2001.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity, authorization and issuance of the shares of common stock
offered by this prospectus has been passed upon for Spartech by Jeffrey D.
Fisher, Esq., an attorney licensed in the State of Missouri.  Mr. Fisher
has been employed by Spartech since July, 1999 and currently serves as its
Vice President, General Counsel and Secretary.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with
the matters in issue, they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interest of the
corporation, and in connection with any criminal suit or proceeding, if in
connection with the matters in issue, they had no reasonable cause to
believe their conduct was unlawful. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through charter or bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and officers.

    Section Eighth of the registrant's Restated Certificate of
Incorporation provides for indemnification of the registrant's directors
and officers in a variety of circumstances against a variety of
liabilities, which may include liabilities under the Securities Act of
1933, as amended.

PAGE II-1

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    A list of exhibits is set forth in the Exhibit Index appearing on page
II-5 of this registration statement and is incorporated herein by
reference.

ITEM 9.  UNDERTAKINGS

    (a) The undersigned registrant hereby undertakes:

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

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

        (ii)    To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the
            most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration
            statement; 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 information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed with or furnished to the Commission by the registrant
        pursuant to Section 13 or Section 15(d) of the Securities Exchange
        Act of 1934 that are incorporated by reference in the registration
        statement.

    (2) That, for the purposes 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

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

    PAGE II-2



                                SIGNATURES

    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 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 Clayton, State of Missouri, on
April 30, 2001.



                                   Spartech Corporation



                                   By: s/BRADLEY B. BUECHLER
                                      Bradley B. Buechler
                                      CHAIRMAN OF THE BOARD,
                                      PRESIDENT AND CHIEF EXECUTIVE
                                      OFFICER
PAGE II-3


Each person whose signature appears below hereby constitutes and appoints
Bradley B. Buechler and Randy C. Martin, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and 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, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.



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


SIGNATURE                   TITLE                           DATE SIGNED


 S/BRADLEY B. BUECHLER      Chairman of the Board,          April 30, 2001
 Bradley B. Buechler       President,Chief Executive
                            Officer and Director
                           (Principal Executive Officer)


S/RANDY C. MARTIN           Executive Vice President -      April 30, 2001
 Randy C. Martin           Acrylics, Chief Financial
                            Officer and Director
                           (Principal Financial and
                            Accounting Officer)


 S/RALPH B. ANDY            Director                        April 30, 2001
 Ralph B. Andy


 S/W.R. CLERIHUE            Director                        April 30, 2001
 W.R. Clerihue


 S/ROY DOBSON               Director                        May 3, 2001
 Roy Dobson


 S/CALVIN J. O'CONNOR       Director                        May 3, 2001
 Calvin J. O'Connor


 S/JACKSON W. ROBINSON      Director                        April 30, 2001
 Jackson W. Robinson


 S/RICHARD B. SCHERRER      Director                        April 30, 2001
 Richard B. Scherrer


 S/CRAIG A. WOLFANGER       Director                        April 30, 2001
 Craig A. Wolfanger

PAGE II-4


                                  EXHIBIT INDEX


Exhibit No. Description

  4.1          Spartech Corporation 2001 Stock Option Plan

  4.2          Rights Agreement between the registrant and Mellon Investor
            Services LLC dated April 2, 2001, incorporated by reference to
            Exhibit 99.1 to the registration statement on Form 8-A12B filed with
            the Securities and Exchange Commission on April 5, 2001

  5.1      Legal opinion regarding shares being registered

 23.1      Consent of independent public accountants (Arthur Andersen LLP)

 23.2      Consent of counsel (included in Exhibit 5.1)

 24.1    Power of attorney (included on Page II-3)

 PAGE II-5
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 15006}]
{"company-data": {"conformed-name": "SPARTECH CORP", "cik": "0000077597", "assigned-sic": "3080", "irs-number": "430761773", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60316", "film-number": "1623765"}, "business-address": {"street1": "120 S CENTRAL AVE", "street2": "STE 1700", "city": "CLAYTON", "state": "M0", "zip": "63105", "phone": "3147214242"}, "mail-address": {"street1": "120 S CENTRAL AVE", "street2": "STE 1700", "city": "CLAYTON", "state": "MO", "zip": "63105"}, "former-company": [{"former-conformed-name": "SPARTAN MANUFACTURING CORP", "date-changed": "19830621"}, {"former-conformed-name": "PERMANEER CORP", "date-changed": "19781019"}]}
As filed with the Securities And Exchange Commission on May 7, 2001
                                           Registration Statement No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                        ________________________________

                              SPARTECH CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                                   43-0761773
(State or Other Jurisdiction of        (IRS Employer Identification No.)
 Incorporation or Organization)

          120 SOUTH CENTRAL AVENUE, SUITE 1700, CLAYTON, MISSOURI 63105
(Address of Principal Executive Offices)                    ( Zip Code)

                              SPARTECH CORPORATION
                             2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                JEFFREY D. FISHER
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              SPARTECH CORPORATION
                      120 SOUTH CENTRAL AVENUE, SUITE 1700
                            ST. LOUIS, MISSOURI 63105
                     (Name and Address of Agent for Service)

                                 (314) 721-4242
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed         Proposed        Amount Of Registration
   Title Of Each Class Of          Amount To Be        Maximum    Maximum Aggregate              Fee
 Securities To Be Registered        Registered        Offering      Offering Price
                                                      Price Per
                                                        Unit
Common stock, $.75 par value     3,000,000 shares    $18.11 (1)     $54,330,000.00         $13,582.50 (2)

(1)  Average of the high and low trading prices of the common stock reported in
the consolidated reporting system as of May 3, 2001, a date within five business
days prior to the date of filing of the registration statement.

(2)  Because the exercise price of the stock options issuable under the plan is
not currently known, the registration fee is calculated pursuant to Rules 457(h)
and 457(c).

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.
PART II
                  INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents previously filed by the registrant with the
Securities and Exchange Commission are hereby incorporated by reference
into this registration statement:

    (a)(1)  The registrant's annual report on Form 10-K for the fiscal year
        ended October 28, 2000, filed with the Securities and Exchange
        Commission on January 19, 2001, and the Amendment thereto on Form
        10-K/A filed with the Securities and Exchange Commission on January
        24, 2001;

    (b)(1)  The registrant's quarterly report on Form 10-Q for the fiscal
        quarter ended February 3, 2001, filed with the Securities and
        Exchange Commission on March 13, 2001;

         (2)    The registrant's current report on Form 8-K filed with the
        Securities and Exchange Commission on April 5, 2001;

         (3)    All other reports filed by the registrant or the Plan
        pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
        of 1934 since the end of the fiscal year covered by the registrant
        document referred to in (a) above;

    (c)(1)  The description of the registrant's common stock set forth in
        Amendment No. 1 to the registrant's registration statement on Form
        8-A dated November 28, 1994, filed with the Securities and Exchange
        Commission on May 17, 1999 under the Securities Exchange Act of
        1934; and

         (2)    The description of the Series Z Preferred Stock Purchase
        Rights attached to the registrant's common stock set forth in the
        registrant's registration statement on Form 8-A12B filed with the
        Securities and Exchange Commission on April 5, 2001.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity, authorization and issuance of the shares of common stock
offered by this prospectus has been passed upon for Spartech by Jeffrey D.
Fisher, Esq., an attorney licensed in the State of Missouri.  Mr. Fisher
has been employed by Spartech since July, 1999 and currently serves as its
Vice President, General Counsel and Secretary.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
settlements actually and reasonably incurred by them in connection with any
civil suit or action, except actions by or in the right of the corporation,
or any administrative or investigative proceeding if, in connection with
the matters in issue, they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interest of the
corporation, and in connection with any criminal suit or proceeding, if in
connection with the matters in issue, they had no reasonable cause to
believe their conduct was unlawful. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through charter or bylaw provisions and otherwise and to
purchase indemnity insurance on behalf of its directors and officers.

    Section Eighth of the registrant's Restated Certificate of
Incorporation provides for indemnification of the registrant's directors
and officers in a variety of circumstances against a variety of
liabilities, which may include liabilities under the Securities Act of
1933, as amended.

PAGE II-1

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    A list of exhibits is set forth in the Exhibit Index appearing on page
II-5 of this registration statement and is incorporated herein by
reference.

ITEM 9.  UNDERTAKINGS

    (a) The undersigned registrant hereby undertakes:

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

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

        (ii)    To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the
            most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration
            statement; 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 information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed with or furnished to the Commission by the registrant
        pursuant to Section 13 or Section 15(d) of the Securities Exchange
        Act of 1934 that are incorporated by reference in the registration
        statement.

    (2) That, for the purposes 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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

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

    PAGE II-2

                                SIGNATURES

    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 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 Clayton, State of Missouri, on
April 30, 2001.

                                   Spartech Corporation

                                   By: s/BRADLEY B. BUECHLER
                                      Bradley B. Buechler
                                      CHAIRMAN OF THE BOARD,
                                      PRESIDENT AND CHIEF EXECUTIVE
                                      OFFICER
PAGE II-3

Each person whose signature appears below hereby constitutes and appoints
Bradley B. Buechler and Randy C. Martin, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and 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, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

SIGNATURE                   TITLE                           DATE SIGNED

 S/BRADLEY B. BUECHLER      Chairman of the Board,          April 30, 2001
 Bradley B. Buechler       President,Chief Executive
                            Officer and Director
                           (Principal Executive Officer)

S/RANDY C. MARTIN           Executive Vice President -      April 30, 2001
 Randy C. Martin           Acrylics, Chief Financial
                            Officer and Director
                           (Principal Financial and
                            Accounting Officer)

 S/RALPH B. ANDY            Director                        April 30, 2001
 Ralph B. Andy

 S/W.R. CLERIHUE            Director                        April 30, 2001
 W.R. Clerihue

 S/ROY DOBSON               Director                        May 3, 2001
 Roy Dobson

 S/CALVIN J. O'CONNOR       Director                        May 3, 2001
 Calvin J. O'Connor

 S/JACKSON W. ROBINSON      Director                        April 30, 2001
 Jackson W. Robinson

 S/RICHARD B. SCHERRER      Director                        April 30, 2001
 Richard B. Scherrer

 S/CRAIG A. WOLFANGER       Director                        April 30, 2001
 Craig A. Wolfanger

PAGE II-4

                                  EXHIBIT INDEX

Exhibit No. Description

  4.1          Spartech Corporation 2001 Stock Option Plan

  4.2          Rights Agreement between the registrant and Mellon Investor
            Services LLC dated April 2, 2001, incorporated by reference to
            Exhibit 99.1 to the registration statement on Form 8-A12B filed with
            the Securities and Exchange Commission on April 5, 2001

  5.1      Legal opinion regarding shares being registered

 23.1      Consent of independent public accountants (Arthur Andersen LLP)

 23.2      Consent of counsel (included in Exhibit 5.1)

 24.1    Power of attorney (included on Page II-3)

 PAGE II-5