AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
                                      Registration Statement File No.           
 ===============================================================================

                                     FORM S-8

                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933

                                   SOLUTIA INC.
              (Exact name of registrant as specified in its charter)

            Delaware                                       43-1781797
  (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                     Identification No.)

      10300 Olive Boulevard                                63166-6760
       St. Louis, Missouri                                 (Zip Code)
      (Address of Principal
       Executive Offices)

                   SOLUTIA INC. 1997 STOCK-BASED INCENTIVE PLAN
                             (full title of the plan)

                             KARL R. BARNICKOL, ESQ.
                                 General Counsel
                                   Solutia Inc.
                              10300 Olive Boulevard
                                 P. O. Box 66760
                          St. Louis, Missouri 63166-6760
                     (Name and address of Agent for service)

                                  (314) 674-1000
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                         Calculation of Registration Fee
 
 =================================================================================
 <S>                <C>         <C>                <C>            <C>
                                    Proposed         Proposed
  Title of securi-    Amount         maximum          maximum        Amount of
    ties to be         to be        offering         aggregate     registration
    registered      registered   price per share     offering           fee

   Common Stock,    7,200,000(1)    $20.5625(2)    $148,050,000(2)   $44,963.60(3)
  $.01 par value    
    (including
    associated
  Preferred Share
  Purchase Rights)
 ===============================================================================
</TABLE>
 (1)  Section 3 of the Plan provides that in the event of a stock dividend, 
      stock split, recapitalization, etc., the total number of shares which 
      may be granted, the number of shares covered by each outstanding award, 
      and the exercise price or base price per share (in the case of options 
      and stock appreciation rights, respectively) of such shares shall be 
      equitably adjusted.  Accordingly, pursuant to Rule 416, this 
      registration statement covers, in addition to the number of shares of
      Common Stock stated above, an indeterminate number of shares which, by
      reason of any such event, may become subject to the Plan.

 (2)  Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h)(1) and based on the
      average of the high and low prices of the Common Stock (trading on a when-
      issued basis) as reported in The Wall Street Journal for the New York
      Stock Exchange Composite Transactions for August 25, 1997.

 (3)  Includes a minimum registration fee of $100 for the Preferred Share
      Purchase Rights.<PAGE>







                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The documents containing the information specified in Part I of
         Form S-8 will be sent or given to participating employees as
         specified by Rule 428(b)(1) of the Securities Act of 1933, as
         amended (the "Securities Act").  Such documents are not being
         filed with or included in this Registration Statement (by
         incorporation by reference or otherwise) in accordance with the
         rules and regulations of the Securities and Exchange Commission
         (the "SEC").  These documents and the documents incorporated by
         reference into this Registration Statement pursuant to Item 3
         of Part II of this Registration Statement, taken together,
         constitute a prospectus that meets the requirements of Section
         10(a) of the Securities Act.


                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below of Solutia Inc.
         (hereinafter referred to as the "Company" or "registrant"), and
         all such other documents or portions of documents subsequently
         filed by the Company pursuant to Sections 13(a), 13(c), 14 and
         15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act"), prior to the filing of a post-effective amendment 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 herein and to be a
         part hereof from the date of the filing of such documents.

              (a)  The Company's latest annual report, filed pursuant to
                   Sections 13(a) or 15(d) of the Exchange Act, or
                   either (1) the Company's latest prospectus filed
                   pursuant to Rule 424(b) under the Securities Act
                   which contains, either directly or by incorporation
                   by reference, audited financial statements for the
                   Company's latest fiscal year for which such
                   statements have been filed, or (2) the Company's
                   effective registration statement on Form 10 or 20-F
                   filed under the Exchange Act containing audited
                   consolidated financial statements for the Company's
                   latest fiscal year.

              (b)  All other reports filed pursuant to Section 13(a) or
                   15(d) of the Exchange Act since the end of the fiscal
                   year covered by the annual report or the prospectus
                   or effective registration statement referred to in
                   (a) above.

              (c)  The description of Solutia Inc. Common Stock, $.01
                   par value per share and the description of associated
                   preferred share purchase rights contained in
                   registration statements filed under the Exchange Act,
                   including any amendment or report filed for the
                   purpose of updating such description.



                                        1<PAGE>

          
         
         
         
         
         
         Any statement contained in a document incorporated or deemed to
         be incorporated by reference herein shall be deemed to be
         modified or superseded for purposes of this Registration
         Statement to the extent that a statement contained herein or in
         any subsequently filed document which also is or is deemed to
         be incorporated by reference herein modifies or supersedes such
         statement.  Any such statement so modified or superseded shall
         not be deemed, except as so modified or superseded, to
         constitute a part of this Registration Statement.


         ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.


         ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock to be issued pursuant to the
         Plan will be passed upon for the Company by Karl R. Barnickol,
         Esq., Senior Vice President, General Counsel and Secretary of 
         the Company.  Upon consummation of the distribution of shares of 
         Common Stock as a dividend to holders of common stock of Monsanto 
         Company, Mr. Barnickol will beneficially own 10,823 shares and 
         hold options to purchase approximately an additional 279,120 
         shares of Common Stock.


         ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of
         Delaware sets forth provisions pursuant to which directors,
         officers, employees and agents of the Company may be
         indemnified against any liability which they may incur in their
         capacity as such.

         Article VIII of the Company's Restated Certificate of
         Incorporation provides for indemnification of directors and
         officers of the Company, and Section 7.1 of the Company's By-Laws 
         provides for indemnification of directors, officers and employees 
         of the Company.

         In addition, the Company maintains directors' and officers'
         liability insurance for the benefit of its directors and
         officers.


         ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
         

         ITEM 8.   EXHIBITS.

         See Exhibit Index at page 6.


         ITEM 9.   UNDERTAKINGS.

              
                                      


                                      2<PAGE>

                   
                   
                   
                   
                   
              (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;

                        (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) above do not apply if the information
                        required to be included in a post-effective
                        amendment by those paragraphs is contained in
                        periodic reports filed by the registrant
                        pursuant to Section 13 or Section 15(d) of the
                        Securities Exchange Act of 1934 that are
                        incorporated by reference in the 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 be deemed to be the
                        initial bona fide offering thereof.

                   (3)  To remove from registration by means of a
                        posteffective 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 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.

                                  






                                        3<PAGE>



              
              
              
                                  
                                  *     *     *
              
              
              (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.





















                                        








                                        4<PAGE>







                                    SIGNATURES


         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 County of St. Louis, and the State of Missouri, on this
         29th day of August, 1997.


                                      SOLUTIA INC.
                                      (Registrant)


                                      By /s/  Karl R. Barnickol
                                         ______________________
                                         Karl R. Barnickol 
                                         Secretary


         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

          *              Chairman, Chief Executive Officer      August 29, 1997
  (Robert G. Potter)      and Director (Principal Executive
                          officer)

           *              President and Director                 August 29, 1997
  (John C. Hunter III)

           *              Senior Vice President, Chief           August 29, 1997
                          Financial Officer and Director
  (Robert A. Clausen)     (Principal Financial Officer)


           *              Vice President and Controller          August 29, 1997
   (Roger S. Hoard)       (Principal Accounting Officer)


 *    Karl R. Barnickol, by signing his name hereto, does sign this document on
      behalf of the above noted individuals, pursuant to powers of attorney duly
      executed by such individuals which have been filed as an Exhibit to this
      Registration Statement.


                                                 /s/  Karl R. Barnickol
                                                 _______________________________
                                                 Karl R. Barnickol
                                                 Attorney-in-Fact


                                            
                                        5<PAGE>







                                  EXHIBIT INDEX

         These Exhibits are numbered in accordance with the Exhibit
         Table of Item 601 of Regulation S-K.

                Exhibit No.                      Description

              (4)                 Form of Rights Agreement, dated as of
                                  August 6, 1997 between the Company and
                                  First Chicago Trust Company of New
                                  York (incorporated herein by reference
                                  to the Company's Registration
                                  Statement on Form 10 filed with the
                                  Commission on August 7, 1997)

              (5)                 Opinion of Karl R. Barnickol re
                                  legality of securities to be issued

              (15)                Omitted - Inapplicable

              (23)                1.  Consent of Deloitte & Touche LLP

              (23)                2.  Consent of Karl R. Barnickol - See
                                  Exhibit 5

              (24)                Powers of Attorney submitted by Robert
                                  G. Potter, John C. Hunter III, Robert
                                  A. Clausen and Roger S. Hoard
























                                        6
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{"company-data": {"conformed-name": "SOLUTIA INC", "cik": "0001043382", "assigned-sic": "2800", "irs-number": "431781797", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34683", "film-number": "97673298"}, "business-address": {"street1": "10300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760", "phone": "3146741000"}, "mail-address": {"street1": "10300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63166-6760"}, "former-company": {"former-conformed-name": "QUEENY CHEMICAL CO", "date-changed": "19970804"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 1997
                                      Registration Statement File No.           
 ===============================================================================

                                     FORM S-8

                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933

                                   SOLUTIA INC.
              (Exact name of registrant as specified in its charter)

            Delaware                                       43-1781797
  (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                     Identification No.)

      10300 Olive Boulevard                                63166-6760
       St. Louis, Missouri                                 (Zip Code)
      (Address of Principal
       Executive Offices)

                   SOLUTIA INC. 1997 STOCK-BASED INCENTIVE PLAN
                             (full title of the plan)

                             KARL R. BARNICKOL, ESQ.
                                 General Counsel
                                   Solutia Inc.
                              10300 Olive Boulevard
                                 P. O. Box 66760
                          St. Louis, Missouri 63166-6760
                     (Name and address of Agent for service)

                                  (314) 674-1000
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
 
 =================================================================================
Proposed         Proposed
  Title of securi-    Amount         maximum          maximum        Amount of
    ties to be         to be        offering         aggregate     registration
    registered      registered   price per share     offering           fee

   Common Stock,    7,200,000(1)    $20.5625(2)    $148,050,000(2)   $44,963.60(3)
  $.01 par value    
    (including
    associated
  Preferred Share
  Purchase Rights)
 ===============================================================================
(1)  Section 3 of the Plan provides that in the event of a stock dividend, 
      stock split, recapitalization, etc., the total number of shares which 
      may be granted, the number of shares covered by each outstanding award, 
      and the exercise price or base price per share (in the case of options 
      and stock appreciation rights, respectively) of such shares shall be 
      equitably adjusted.  Accordingly, pursuant to Rule 416, this 
      registration statement covers, in addition to the number of shares of
      Common Stock stated above, an indeterminate number of shares which, by
      reason of any such event, may become subject to the Plan.

 (2)  Estimated solely for the purpose of determining the amount of the
      registration fee in accordance with Rule 457(h)(1) and based on the
      average of the high and low prices of the Common Stock (trading on a when-
      issued basis) as reported in The Wall Street Journal for the New York
      Stock Exchange Composite Transactions for August 25, 1997.

 (3)  Includes a minimum registration fee of $100 for the Preferred Share
      Purchase Rights.
PART I

               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of
         Form S-8 will be sent or given to participating employees as
         specified by Rule 428(b)(1) of the Securities Act of 1933, as
         amended (the "Securities Act").  Such documents are not being
         filed with or included in this Registration Statement (by
         incorporation by reference or otherwise) in accordance with the
         rules and regulations of the Securities and Exchange Commission
         (the "SEC").  These documents and the documents incorporated by
         reference into this Registration Statement pursuant to Item 3
         of Part II of this Registration Statement, taken together,
         constitute a prospectus that meets the requirements of Section
         10(a) of the Securities Act.

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below of Solutia Inc.
         (hereinafter referred to as the "Company" or "registrant"), and
         all such other documents or portions of documents subsequently
         filed by the Company pursuant to Sections 13(a), 13(c), 14 and
         15(d) of the Securities Exchange Act of 1934 (the "Exchange
         Act"), prior to the filing of a post-effective amendment 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 herein and to be a
         part hereof from the date of the filing of such documents.

              (a)  The Company's latest annual report, filed pursuant to
                   Sections 13(a) or 15(d) of the Exchange Act, or
                   either (1) the Company's latest prospectus filed
                   pursuant to Rule 424(b) under the Securities Act
                   which contains, either directly or by incorporation
                   by reference, audited financial statements for the
                   Company's latest fiscal year for which such
                   statements have been filed, or (2) the Company's
                   effective registration statement on Form 10 or 20-F
                   filed under the Exchange Act containing audited
                   consolidated financial statements for the Company's
                   latest fiscal year.

              (b)  All other reports filed pursuant to Section 13(a) or
                   15(d) of the Exchange Act since the end of the fiscal
                   year covered by the annual report or the prospectus
                   or effective registration statement referred to in
                   (a) above.

              (c)  The description of Solutia Inc. Common Stock, $.01
                   par value per share and the description of associated
                   preferred share purchase rights contained in
                   registration statements filed under the Exchange Act,
                   including any amendment or report filed for the
                   purpose of updating such description.

                                        1
Any statement contained in a document incorporated or deemed to
         be incorporated by reference herein shall be deemed to be
         modified or superseded for purposes of this Registration
         Statement to the extent that a statement contained herein or in
         any subsequently filed document which also is or is deemed to
         be incorporated by reference herein modifies or supersedes such
         statement.  Any such statement so modified or superseded shall
         not be deemed, except as so modified or superseded, to
         constitute a part of this Registration Statement.

         ITEM 4.   DESCRIPTION OF SECURITIES.

         Not applicable.

         ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock to be issued pursuant to the
         Plan will be passed upon for the Company by Karl R. Barnickol,
         Esq., Senior Vice President, General Counsel and Secretary of 
         the Company.  Upon consummation of the distribution of shares of 
         Common Stock as a dividend to holders of common stock of Monsanto 
         Company, Mr. Barnickol will beneficially own 10,823 shares and 
         hold options to purchase approximately an additional 279,120 
         shares of Common Stock.

         ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of
         Delaware sets forth provisions pursuant to which directors,
         officers, employees and agents of the Company may be
         indemnified against any liability which they may incur in their
         capacity as such.

         Article VIII of the Company's Restated Certificate of
         Incorporation provides for indemnification of directors and
         officers of the Company, and Section 7.1 of the Company's By-Laws 
         provides for indemnification of directors, officers and employees 
         of the Company.

         In addition, the Company maintains directors' and officers'
         liability insurance for the benefit of its directors and
         officers.

         ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
         

         ITEM 8.   EXHIBITS.

         See Exhibit Index at page 6.

         ITEM 9.   UNDERTAKINGS.

              
                                      

                                      2
(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;

                        (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) above do not apply if the information
                        required to be included in a post-effective
                        amendment by those paragraphs is contained in
                        periodic reports filed by the registrant
                        pursuant to Section 13 or Section 15(d) of the
                        Securities Exchange Act of 1934 that are
                        incorporated by reference in the 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 be deemed to be the
                        initial bona fide offering thereof.

                   (3)  To remove from registration by means of a
                        posteffective 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 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.

                                  

                                        3
*     *     *
              
              
              (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.

                                        

                                        4
SIGNATURES

         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 County of St. Louis, and the State of Missouri, on this
         29th day of August, 1997.

                                      SOLUTIA INC.
                                      (Registrant)

                                      By /s/  Karl R. Barnickol
                                         ______________________
                                         Karl R. Barnickol 
                                         Secretary

         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

          *              Chairman, Chief Executive Officer      August 29, 1997
  (Robert G. Potter)      and Director (Principal Executive
                          officer)

           *              President and Director                 August 29, 1997
  (John C. Hunter III)

           *              Senior Vice President, Chief           August 29, 1997
                          Financial Officer and Director
  (Robert A. Clausen)     (Principal Financial Officer)

           *              Vice President and Controller          August 29, 1997
   (Roger S. Hoard)       (Principal Accounting Officer)

 *    Karl R. Barnickol, by signing his name hereto, does sign this document on
      behalf of the above noted individuals, pursuant to powers of attorney duly
      executed by such individuals which have been filed as an Exhibit to this
      Registration Statement.

                                                 /s/  Karl R. Barnickol
                                                 _______________________________
                                                 Karl R. Barnickol
                                                 Attorney-in-Fact

                                            
                                        5
EXHIBIT INDEX

         These Exhibits are numbered in accordance with the Exhibit
         Table of Item 601 of Regulation S-K.

                Exhibit No.                      Description

              (4)                 Form of Rights Agreement, dated as of
                                  August 6, 1997 between the Company and
                                  First Chicago Trust Company of New
                                  York (incorporated herein by reference
                                  to the Company's Registration
                                  Statement on Form 10 filed with the
                                  Commission on August 7, 1997)

              (5)                 Opinion of Karl R. Barnickol re
                                  legality of securities to be issued

              (15)                Omitted - Inapplicable

              (23)                1.  Consent of Deloitte & Touche LLP

              (23)                2.  Consent of Karl R. Barnickol - See
                                  Exhibit 5

              (24)                Powers of Attorney submitted by Robert
                                  G. Potter, John C. Hunter III, Robert
                                  A. Clausen and Roger S. Hoard

                                        6