As filed with the Securities and Exchange Commission on October 17, 1997
                                                 Registration No. 333 -

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

                           FREMONT GENERAL CORPORATION
             (Exact name of Registrant as specified in its charter)


           Nevada                                       95-2815260
  ------------------------                       ------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)                                         


                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
   (Address, including zip code, of Registrant's principal executive offices)

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

                           FREMONT GENERAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                                       AND
                           FREMONT GENERAL CORPORATION
                       SENIOR SUPPLEMENTAL RETIREMENT PLAN
                            (Full title of the plans)

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

                                LOUIS J. RAMPINO
                          PRESIDENT AND CHIEF OPERATING
                                     OFFICER
                           FREMONT GENERAL CORPORATION
                       2020 SANTA MONICA BLVD., SUITE 600
                         SANTA MONICA, CALIFORNIA 90404
                                 (310) 315-5500
(Name, address, and telephone number, including area code, of agent for service)

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

                                   Copies to:

                            ELIZABETH R. FLINT, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300


<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>



                                         Amount         Proposed Maximum   Proposed Maximum     Amount of
       Title of Securities                to be          Offering Price   Aggregate Offering  Registration
        to be Registered               Registered           Per Share           Price              Fee
-------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par value:
<S>                                      <C>                <C>              <C>                 <C>    
 Fremont General Corporation             1,000,000          $48.09 (1)       $48,090,000 (1)      $14,573
 Supplemental Retirement Plan and
 Fremont General Corporation
 Senior Supplemental Retirement
 Plan
-------------------------------------------------------------------------------------------------------------

 Fremont General Corporation
 Supplement Retirement Plan and
 Fremont General Corporation           (2) (3)           (2)               (2)                 (2)
 Senior Supplemental Retirement
 Plan
-------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance  with Rule 457(h) of the  Securities Act of 1933, as
    amended,  solely for the purpose of computing the amount of the registration
    fee based on the prices of the Company's Common Stock as reported on the New
    York Stock Exchange consolidated reporting system on October 14, 1997.

(2) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
    amended, this Registration  Statement also covers an indeterminate amount of
    interests to be offered or sold pursuant to the Fremont General  Corporation
    Supplemental  Retirement  Plan and the Fremont  General  Corporation  Senior
    Supplemental Retirement Plan.

(3) The  securities  registered  here  are allocated among the plans as follows:
    the Fremont General Corporation Supplemental Retirement Plan, 75,000 and the
    Fremont General Corporation Senior Supplemental Retirement Plan, 925,000.
</FN>
</TABLE>


                                       2

<PAGE>

                           FREMONT GENERAL CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  and the Fremont General
Corporation  Supplemental  Retirement Plan and the Fremont  General  Corporation
Senior  Supplemental   Retirement  Plan   (collectively,   the  "Plans")  hereby
incorporate  by  reference  into  this  Registration   Statement  the  following
documents and  information  heretofore  filed with the  Securities  and Exchange
Commission (the "Commission"):

               1. The description of the Registrant's  Common Stock as contained
in the Registrant's  Registration  Statement on Form 8-A filed on March 17, 1993
pursuant to Section  12(b) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such descriptions.

               2. The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1996,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

               3. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended March 31, 1997,  filed  pursuant to Section 13(a) of the Exchange
Act.

               4. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended June 30, 1997,  filed  pursuant to Section  13(a) of the Exchange
Act.

               5. The  information  contained in the  Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-39774) filed on or about April
5, 1991.

               6. The  information  contained in the  Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-59896) filed on or about March
23, 1993.

               7. The Registrant's  Reports on Form 8-K filed on August 14, 1997
and October 15, 1997 pursuant to Section 13(a) of the Exchange Act.

     All documents  filed by the  Registrant  and the Plans pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the  filing of a  post-effective  amendment  indicating  that all  securities
offered have been sold or  deregistering  all securities then remaining  unsold,
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from the date of filing such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Omitted pursuant to General Instruction E to Form S-8.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.



                                       3

<PAGE>


ITEM 8. EXHIBITS.



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

      4.1      Fremont  General  Corporation   Supplemental   Retirement   Plan.
               (Incorporated  by  reference  to  Exhibit 10.5 to Annual Report
               on Form 10-K, for the fiscal year ended December 31, 1995.)

      4.2      Fremont  General Corporation Senior Supplemental Retirement Plan.
               (Incorporated by reference to Exhibit 10.7 to Annual Report 10-K,
               for the fiscal year ended December 31, 1995.)

      5.1      Opinion of Counsel.

     23.1      Consent of Ernst & Young LLP, Independent Auditors.

     23.2      Consent of Counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (see page 7).



ITEM 9.  UNDERTAKINGS.

         Omitted pursuant to General Instruction E to Form S-8.




                                       4


<PAGE>



                                   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 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 Santa Monica, State of California, on
this 16th day of October, 1997.

                                           FREMONT GENERAL CORPORATION


                                           By: /s/ Louis J. Rampino
                                              ----------------------------------
                                                   Louis J. Rampino
                                           Title:  President and Chief Operating
                                                   Officer




                                       5


<PAGE>


                                   SIGNATURES

     THE PLANS.  Pursuant to the  requirements of the Securities Act of 1933, as
amended,  the trustee (or other  persons who  administer  the  employee  benefit
plans) of the Fremont General Corporation  Supplemental  Retirement Plan and the
Fremont General Corporation Senior Supplemental  Retirement Plan has duly caused
this  Registration  Statement to be signed on their  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Monica, State of California, on
this 16th day of October, 1997.


                       FREMONT  GENERAL CORPORATION SUPPLEMENTAL RETIREMENT PLAN
                       AND  FREMONT  GENERAL  CORPORATION  SENIOR   SUPPLEMENTAL
                       RETIREMENT PLAN

                       /s/     Louis J. Rampino
                       ---------------------------------------------------------
                       By:     Louis J. Rampino

                       Title:  On behalf of the Administrative Committees of the
                               Fremont     General    Corporation   Supplemental
                               Retirement   Plan   and   the   Fremont   General
                               Corporation Senior Supplemental Retirement Plan.


                                       6


<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints James A. McIntyre,  Louis J. Rampino and
Wayne R. Bailey, jointly and severally,  as his attorney-in-fact and agent, each
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  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  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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 in
connection  therewith,  as fully and to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them, or their or his substitute,  may
lawfully do or cause to be done by virtue hereof.

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




       Signatures                          Title                      Date
--------------------------     -----------------------------    ----------------


/s/ James A. McIntyre          Chairman of the Board and        October 16, 1997
--------------------------     Chief Executive Officer     
    James A. McIntyre          (Principal Executive Officer)


/s/ Louis J. Rampino           President, Chief Operating       October 16, 1997
--------------------------     Officer and Director
    Louis J. Rampino                 


/s/ Wayne R. Bailey            Executive Vice President,        October 16, 1997
--------------------------     Treasurer, Chief Financial
    Wayne R. Bailey            Officer (Principal Financial
                               Officer) and Director


/s/ John A. Donaldson          Senior Vice President,           October 16, 1997
--------------------------     Controller and Chief  
    John A. Donaldson          Accounting Officer (Principal
                               Accounting Officer)



                                       7

<PAGE>


/s/ Houston I. Flournoy        Director                         October 16, 1997
--------------------------
    Houston I. Flournoy        



/s/ C. Douglas Kranwinkle      Director                         October 16, 1997
--------------------------
    C. Douglas Kranwinkle



/s/ David W. Morrisroe         Director                         October 16, 1997
--------------------------
    David W. Morrisroe



/s/ Dickinson C. Ross          Director                         October 16, 1997
--------------------------
    Dickinson C. Ross



                                       8


<PAGE>


                                INDEX TO EXHIBITS



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

      4.1      Fremont  General  Corporation   Supplemental   Retirement   Plan.
               (Incorporated  by  reference  to  Exhibit 10.5 to Annual Report
               on Form 10-K, for the fiscal year ended December 31, 1995.)

      4.2      Fremont  General Corporation Senior Supplemental Retirement Plan.
               (Incorporated by reference to Exhibit 10.7 to Annual Report 10-K,
               for the fiscal year ended December 31, 1995.)

      5.1      Opinion of Counsel.

     23.1      Consent of Ernst & Young LLP, Independent Auditors.

     23.2      Consent of Counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (see page 7).



                                       9
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15025}]
{"company-data": {"conformed-name": "FREMONT GENERAL CORP", "cik": "0000038984", "assigned-sic": "6331", "irs-number": "952815260", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38145", "film-number": "97697412"}, "business-address": {"street1": "2020 SANTA MONICA BLVD", "street2": "STE 600", "city": "SANTA MONICA", "state": "CA", "zip": "90404", "phone": "3103155500"}, "mail-address": {"street1": "2020 SANTA MONICA BLVD", "city": "SANTA MONICA", "state": "CA", "zip": "90404"}}
As filed with the Securities and Exchange Commission on October 17, 1997
                                                 Registration No. 333 -

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

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

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

                           FREMONT GENERAL CORPORATION
             (Exact name of Registrant as specified in its charter)

           Nevada                                       95-2815260
  ------------------------                       ------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)                                         

                       2020 Santa Monica Blvd., Suite 600
                         Santa Monica, California 90404
   (Address, including zip code, of Registrant's principal executive offices)

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

                           FREMONT GENERAL CORPORATION
                          SUPPLEMENTAL RETIREMENT PLAN
                                       AND
                           FREMONT GENERAL CORPORATION
                       SENIOR SUPPLEMENTAL RETIREMENT PLAN
                            (Full title of the plans)

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

                                LOUIS J. RAMPINO
                          PRESIDENT AND CHIEF OPERATING
                                     OFFICER
                           FREMONT GENERAL CORPORATION
                       2020 SANTA MONICA BLVD., SUITE 600
                         SANTA MONICA, CALIFORNIA 90404
                                 (310) 315-5500
(Name, address, and telephone number, including area code, of agent for service)

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

                                   Copies to:

                            ELIZABETH R. FLINT, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                        PALO ALTO, CALIFORNIA 94304-1050
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
Amount         Proposed Maximum   Proposed Maximum     Amount of
       Title of Securities                to be          Offering Price   Aggregate Offering  Registration
        to be Registered               Registered           Per Share           Price              Fee
-------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par value:
Fremont General Corporation             1,000,000          $48.09 (1)       $48,090,000 (1)      $14,573
 Supplemental Retirement Plan and
 Fremont General Corporation
 Senior Supplemental Retirement
 Plan
-------------------------------------------------------------------------------------------------------------

 Fremont General Corporation
 Supplement Retirement Plan and
 Fremont General Corporation           (2) (3)           (2)               (2)                 (2)
 Senior Supplemental Retirement
 Plan
-------------------------------------------------------------------------------------------------------------
(1) Estimated in accordance  with Rule 457(h) of the  Securities Act of 1933, as
    amended,  solely for the purpose of computing the amount of the registration
    fee based on the prices of the Company's Common Stock as reported on the New
    York Stock Exchange consolidated reporting system on October 14, 1997.

(2) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
    amended, this Registration  Statement also covers an indeterminate amount of
    interests to be offered or sold pursuant to the Fremont General  Corporation
    Supplemental  Retirement  Plan and the Fremont  General  Corporation  Senior
    Supplemental Retirement Plan.

(3) The  securities  registered  here  are allocated among the plans as follows:
    the Fremont General Corporation Supplemental Retirement Plan, 75,000 and the
    Fremont General Corporation Senior Supplemental Retirement Plan, 925,000.
2
FREMONT GENERAL CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Fremont  General  Corporation  (the  "Registrant")  and the Fremont General
Corporation  Supplemental  Retirement Plan and the Fremont  General  Corporation
Senior  Supplemental   Retirement  Plan   (collectively,   the  "Plans")  hereby
incorporate  by  reference  into  this  Registration   Statement  the  following
documents and  information  heretofore  filed with the  Securities  and Exchange
Commission (the "Commission"):

               1. The description of the Registrant's  Common Stock as contained
in the Registrant's  Registration  Statement on Form 8-A filed on March 17, 1993
pursuant to Section  12(b) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such descriptions.

               2. The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1996,  filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

               3. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended March 31, 1997,  filed  pursuant to Section 13(a) of the Exchange
Act.

               4. The Registrant's  Quarterly Report on Form 10-Q for the fiscal
quarter  ended June 30, 1997,  filed  pursuant to Section  13(a) of the Exchange
Act.

               5. The  information  contained in the  Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-39774) filed on or about April
5, 1991.

               6. The  information  contained in the  Registrant's  Registration
Statement on Form S-8 for the Plans (file no.  33-59896) filed on or about March
23, 1993.

               7. The Registrant's  Reports on Form 8-K filed on August 14, 1997
and October 15, 1997 pursuant to Section 13(a) of the Exchange Act.

     All documents  filed by the  Registrant  and the Plans pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the  filing of a  post-effective  amendment  indicating  that all  securities
offered have been sold or  deregistering  all securities then remaining  unsold,
shall be deemed to be  incorporated  by  reference  herein and to be part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Omitted pursuant to General Instruction E to Form S-8.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3
ITEM 8. EXHIBITS.

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

      4.1      Fremont  General  Corporation   Supplemental   Retirement   Plan.
               (Incorporated  by  reference  to  Exhibit 10.5 to Annual Report
               on Form 10-K, for the fiscal year ended December 31, 1995.)

      4.2      Fremont  General Corporation Senior Supplemental Retirement Plan.
               (Incorporated by reference to Exhibit 10.7 to Annual Report 10-K,
               for the fiscal year ended December 31, 1995.)

      5.1      Opinion of Counsel.

     23.1      Consent of Ernst & Young LLP, Independent Auditors.

     23.2      Consent of Counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (see page 7).

ITEM 9.  UNDERTAKINGS.

         Omitted pursuant to General Instruction E to Form S-8.

                                       4
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 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 Santa Monica, State of California, on
this 16th day of October, 1997.

                                           FREMONT GENERAL CORPORATION

                                           By: /s/ Louis J. Rampino
                                              ----------------------------------
                                                   Louis J. Rampino
                                           Title:  President and Chief Operating
                                                   Officer

                                       5
SIGNATURES

     THE PLANS.  Pursuant to the  requirements of the Securities Act of 1933, as
amended,  the trustee (or other  persons who  administer  the  employee  benefit
plans) of the Fremont General Corporation  Supplemental  Retirement Plan and the
Fremont General Corporation Senior Supplemental  Retirement Plan has duly caused
this  Registration  Statement to be signed on their  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Monica, State of California, on
this 16th day of October, 1997.

                       FREMONT  GENERAL CORPORATION SUPPLEMENTAL RETIREMENT PLAN
                       AND  FREMONT  GENERAL  CORPORATION  SENIOR   SUPPLEMENTAL
                       RETIREMENT PLAN

                       /s/     Louis J. Rampino
                       ---------------------------------------------------------
                       By:     Louis J. Rampino

                       Title:  On behalf of the Administrative Committees of the
                               Fremont     General    Corporation   Supplemental
                               Retirement   Plan   and   the   Fremont   General
                               Corporation Senior Supplemental Retirement Plan.

                                       6
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints James A. McIntyre,  Louis J. Rampino and
Wayne R. Bailey, jointly and severally,  as his attorney-in-fact and agent, each
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  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  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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 in
connection  therewith,  as fully and to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them, or their or his substitute,  may
lawfully do or cause to be done by virtue hereof.

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

       Signatures                          Title                      Date
--------------------------     -----------------------------    ----------------

/s/ James A. McIntyre          Chairman of the Board and        October 16, 1997
--------------------------     Chief Executive Officer     
    James A. McIntyre          (Principal Executive Officer)

/s/ Louis J. Rampino           President, Chief Operating       October 16, 1997
--------------------------     Officer and Director
    Louis J. Rampino                 

/s/ Wayne R. Bailey            Executive Vice President,        October 16, 1997
--------------------------     Treasurer, Chief Financial
    Wayne R. Bailey            Officer (Principal Financial
                               Officer) and Director

/s/ John A. Donaldson          Senior Vice President,           October 16, 1997
--------------------------     Controller and Chief  
    John A. Donaldson          Accounting Officer (Principal
                               Accounting Officer)

                                       7
/s/ Houston I. Flournoy        Director                         October 16, 1997
--------------------------
    Houston I. Flournoy        

/s/ C. Douglas Kranwinkle      Director                         October 16, 1997
--------------------------
    C. Douglas Kranwinkle

/s/ David W. Morrisroe         Director                         October 16, 1997
--------------------------
    David W. Morrisroe

/s/ Dickinson C. Ross          Director                         October 16, 1997
--------------------------
    Dickinson C. Ross

                                       8
INDEX TO EXHIBITS

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

      4.1      Fremont  General  Corporation   Supplemental   Retirement   Plan.
               (Incorporated  by  reference  to  Exhibit 10.5 to Annual Report
               on Form 10-K, for the fiscal year ended December 31, 1995.)

      4.2      Fremont  General Corporation Senior Supplemental Retirement Plan.
               (Incorporated by reference to Exhibit 10.7 to Annual Report 10-K,
               for the fiscal year ended December 31, 1995.)

      5.1      Opinion of Counsel.

     23.1      Consent of Ernst & Young LLP, Independent Auditors.

     23.2      Consent of Counsel (contained in Exhibit 5.1).

     24.1      Power of Attorney (see page 7).

                                       9