As filed with the Securities and Exchange Commission on June 22, 2000
                                                              File No. 333-


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



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



                               STEPAN COMPANY
           (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     36-1823834
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

  Edens Expressway and Winnetka Road
        Northfield, Illinois                                    60093
(Address of Principal Executive Offices)                     (Zip Code)



                   Stepan Company 2000 Stock Option Plan
                          (Full Title of the Plan)


                             Kathleen M. Owens
             Senior Attorney and Assistant Corporate Secretary
                               Stepan Company
                     Edens Expressway and Winnetka Road
                         Northfield, Illinois 60093
                  (Name and Address of Agent For Service)

                               (847) 446-7500
       (Telephone Number, Including Area Code, of Agent For Service)


<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
================================================================================================
                                              Proposed          Proposed
                                               Maximum           Maximum
Title of Securities to be    Amount to be   Offering Price      Aggregate           Amount of
      Registered              Registered      Per Share*     Offering Price*    Registration Fee
------------------------------------------------------------------------------------------------
<S>                           <C>             <C>              <C>                    <C>
Common Stock, par value
  $1.00 per share.........    1,000,000       $21.90625        $21,906,250            $5,784
================================================================================================
</TABLE>

*       Pursuant to Rule 457(h)(1), computed on the basis of the average of
        the high and low prices of the Registrant's Common Stock as
        reported on the New York Stock Exchange on June 20, 2000.









<PAGE>



                                  PART II


                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by
Stepan Company, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), File No. 1-4462, are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)      The Company's Report on Form 10-K for the year ended
                  December 31, 1999.

         (b)      The Company's Current Report on Form 10-Q for the quarter
                  ended March 31, 2000.

         (c)      The description of Common Stock included in the Company's
                  Registration Statement on Form 8-A, dated March 4, 1996,
                  filed under Section 12 of the Exchange Act, including any
                  amendment or report filed for the purpose of updating
                  such description.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and shall be
deemed a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain legal matters with respect to the legality of the Common
Stock offered hereby will be passed upon for the Company by Mayer, Brown &
Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and
currently represents Stepan Company.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation and Bylaws which require the Company to indemnify is officers
and directors to the fullest extent permitted by law, and eliminate the
personal liability of its directors to the Company or its stockholders for
monetary damages for breach of their duty of due care except (i) for any
breach of the duty of loyalty to the Company or to its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) for liability under Section
174 of the Delaware GCL (relating to certain unlawful dividends, stock
repurchases or stock redemptions); or (iv) for any transaction from which
the director derived any improper personal benefit. In addition, the
Company's Certificate of Incorporation and Bylaws require it to indemnify
its directors and officers against any liability or expense actually and
reasonably incurred by such person, permit the Company to insure its
directors and officers and permit the Company to indemnify or insure its
employees or agents to the fullest extent permitted by Delaware law,
including those circumstances in which indemnification would otherwise be
discretionary, except that the Company shall not be obligated to advance
expenses to any such person. Indemnification rights pursuant to the
Company's Bylaws are non-exclusive.




                                    II-1

<PAGE>




Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         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 (1)(i) and (1)(ii)
                    do not apply if the registration statement is on Form
                    S-3 or Form S-8, and the information required to be
                    included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed by
                    the registrant pursuant to section 13 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 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.

           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.

           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 provisions of the
registrant's articles of incorporation or by-laws or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.



                                    II-2

<PAGE>


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




                                    II-3

<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 City of Northfield, State of Illinois, on
this 21st day of June, 2000.

                                      STEPAN COMPANY


                                      By: /s/ Kathleen M. Owens
                                          --------------------------
                                          Kathleen M. Owens
                                          Senior Attorney and Assistant
                                            Corporate Secretary

           Each person whose signature appears below hereby constitutes and
appoints F. Quinn Stepan, F. Quinn Stepan, Jr., and each of them
individually, the true and lawful attorney- or 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, as 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 their
respective capacities on this 21st day of June, 2000.


        Signature                                  Title
        ---------                                  -----


/s/ F. Quinn Stepan                       Chairman and Chief Executive
--------------------------                Officer and Director
       F. Quinn Stepan


/s/ F. Quinn Stepan, Jr.                  President and Chief Operating
--------------------------                Officer and Director
      F. Quinn Stepan, Jr.


/s/ Robert G. Potter                      Director
--------------------------
      Robert G. Potter


/s/ Thomas F. Grojean                     Director
--------------------------
     Thomas F. Grojean


/s/ James A. Hartlage                    Senior Vice President - Technology
--------------------------               and Operations and Director
      James A. Hartlage


/s/ Walter J. Klein                      Vice President - Finance,
-------------------------                Principal Financial and
      Walter J. Klein                    Accounting Officer


/s/ Paul H. Stepan                       Director
------------------------
      Paul H. Stepan


/s/ Robert D. Cadieux                    Director
------------------------
    Robert D. Cadieux





                                    II-4

<PAGE>



                               EXHIBIT INDEX

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


(4)h       Copy of Loan Agreement dated June 15, 1995, with Aid
           Association for Lutherans, the Northwestern Mutual Life
           Insurance Company and The Mutual Life Insurance Company of New
           York (incorporated by reference to the Company's Form 10-Q for
           the quarter ended June 30, 1995)


4(i)       Copy of Revolving Credit and Term Loan Agreement dated February
           20, 1990, with The First National Bank of Chicago and the
           amendment dated March 21, 1990 (incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1989)


(4)m       Copy of Second Amendment dated September 20, 1991, amending
           Revolving Credit and Term Loan Agreement dated February 20, 1990
           (see (4)i above)(incorporated by reference to the Company's Form
           10-K for the year ended December 31, 1991)


(4)m(1)    Copy of Third Amendment dated December 29, 1992, amending
           Revolving Credit and Term Loan Agreement dated February 20, 1990
           (see (4)i and (4)m above)(incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1992)


(4)m(2)    Copy of Fourth Amendment dated May 31, 1994, amending Revolving
           Credit and Term Loan Agreement dated February 20, 1990 (see
           (4)i, (4)m and (4)m(1) above)(incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1994)


(4)n(1)    Copy of Certificate of Designation, Preferences and Rights of
           the 5-1/2% Convertible Preferred Stock, without Par Value and
           the Amended Certificate dated August 12, 1992 and April 28, 1993
           (incorporated by reference to the Company's Form 8-K filed on
           April 28, 1993)


(4)n(2)    Copy of Issuer Tender Offer on Schedule 13E-4 dated August 13,
           1992 (incorporated by reference to the Company's Form 10- Q for
           the quarter ended September 30, 1992)




                                    II-5

<PAGE>


(4)n(3)    Copy of Amendment No. 1 to Schedule 13E-4 (see also (4)n(2)
           above) dated September 23, 1992 (incorporated by reference to
           the Company's Form 10-Q for the quarter ended September 30,
           1992)


(4)o       Copy of Revolving Credit and Term Loan Agreement dated January 9,
           1998, with The First National Bank of Chicago (incorporated
           by reference to the Company's Form 10-K for the year ended
           December 31, 1997)


(4)o(1)    Copy of Certificate of Amendment dated March 12, 1999, amending
           Revolving Credit and Term Loan Agreement dated January 9, 1998
           (see (4)o above)(incorporated by reference to the Company's Form
           10-Q for the quarter ended March 31, 1999)


(4)q       Copy of Term Loan Agreement dated October 1, 1998, with The
           Northwestern Mutual Life Insurance Company and Connecticut
           General Life Insurance Company (incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1998)


(4)q       Copy of 2000 Stock Option Plan (incorporated by reference to
           the Company's Proxy Statement for the 2000 Annual Meeting of
           Stockholders)

           In accordance with 601(b)(4)(iii) of Regulation S-K, certain
           debt instruments are omitted, where the amount of securities
           authorized under such instruments does not exceed 10% of the
           total consolidated assets of the Registrant. Copies of such
           instruments will be furnished to the Commission upon request.


5          Opinion of Mayer, Brown & Platt


23(a)      Consent of Mayer, Brown & Platt (included in Exhibit 5)


23(b)      Consent of Arthur Andersen LLP


24         Powers of Attorney (included on the signature page of the
           registration statement)





                                    II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 18365}]
{"company-data": {"conformed-name": "STEPAN CO", "cik": "0000094049", "assigned-sic": "2840", "irs-number": "361823834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39938", "film-number": "659548"}, "business-address": {"street1": "EDENS & WINNETKA RDS", "city": "NORTHFIELD", "state": "IL", "zip": "60093", "phone": "8474467500"}, "mail-address": {"street1": "EDENS & WINNETKA ROAD", "city": "NORTHFIELD", "state": "IL", "zip": "60093"}, "former-company": {"former-conformed-name": "STEPAN CHEMICAL CO /DE/", "date-changed": "19840108"}}
As filed with the Securities and Exchange Commission on June 22, 2000
                                                              File No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                               STEPAN COMPANY
           (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     36-1823834
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

  Edens Expressway and Winnetka Road
        Northfield, Illinois                                    60093
(Address of Principal Executive Offices)                     (Zip Code)

                   Stepan Company 2000 Stock Option Plan
                          (Full Title of the Plan)

                             Kathleen M. Owens
             Senior Attorney and Assistant Corporate Secretary
                               Stepan Company
                     Edens Expressway and Winnetka Road
                         Northfield, Illinois 60093
                  (Name and Address of Agent For Service)

                               (847) 446-7500
       (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
================================================================================================
                                              Proposed          Proposed
                                               Maximum           Maximum
Title of Securities to be    Amount to be   Offering Price      Aggregate           Amount of
      Registered              Registered      Per Share*     Offering Price*    Registration Fee
------------------------------------------------------------------------------------------------
Common Stock, par value
  $1.00 per share.........    1,000,000       $21.90625        $21,906,250            $5,784
================================================================================================
*       Pursuant to Rule 457(h)(1), computed on the basis of the average of
        the high and low prices of the Registrant's Common Stock as
        reported on the New York Stock Exchange on June 20, 2000.
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by
Stepan Company, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), File No. 1-4462, are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)      The Company's Report on Form 10-K for the year ended
                  December 31, 1999.

         (b)      The Company's Current Report on Form 10-Q for the quarter
                  ended March 31, 2000.

         (c)      The description of Common Stock included in the Company's
                  Registration Statement on Form 8-A, dated March 4, 1996,
                  filed under Section 12 of the Exchange Act, including any
                  amendment or report filed for the purpose of updating
                  such description.

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and shall be
deemed a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain legal matters with respect to the legality of the Common
Stock offered hereby will be passed upon for the Company by Mayer, Brown &
Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and
currently represents Stepan Company.

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the provisions of the Delaware General Corporation Law
("Delaware GCL"), the Company has adopted provisions in its Certificate of
Incorporation and Bylaws which require the Company to indemnify is officers
and directors to the fullest extent permitted by law, and eliminate the
personal liability of its directors to the Company or its stockholders for
monetary damages for breach of their duty of due care except (i) for any
breach of the duty of loyalty to the Company or to its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) for liability under Section
174 of the Delaware GCL (relating to certain unlawful dividends, stock
repurchases or stock redemptions); or (iv) for any transaction from which
the director derived any improper personal benefit. In addition, the
Company's Certificate of Incorporation and Bylaws require it to indemnify
its directors and officers against any liability or expense actually and
reasonably incurred by such person, permit the Company to insure its
directors and officers and permit the Company to indemnify or insure its
employees or agents to the fullest extent permitted by Delaware law,
including those circumstances in which indemnification would otherwise be
discretionary, except that the Company shall not be obligated to advance
expenses to any such person. Indemnification rights pursuant to the
Company's Bylaws are non-exclusive.

                                    II-1
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         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 (1)(i) and (1)(ii)
                    do not apply if the registration statement is on Form
                    S-3 or Form S-8, and the information required to be
                    included in a post-effective amendment by those
                    paragraphs is contained in periodic reports filed by
                    the registrant pursuant to section 13 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 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.

           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.

           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 provisions of the
registrant's articles of incorporation or by-laws or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.

                                    II-2
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

                                    II-3
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 City of Northfield, State of Illinois, on
this 21st day of June, 2000.

                                      STEPAN COMPANY

                                      By: /s/ Kathleen M. Owens
                                          --------------------------
                                          Kathleen M. Owens
                                          Senior Attorney and Assistant
                                            Corporate Secretary

           Each person whose signature appears below hereby constitutes and
appoints F. Quinn Stepan, F. Quinn Stepan, Jr., and each of them
individually, the true and lawful attorney- or 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, as 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 their
respective capacities on this 21st day of June, 2000.

        Signature                                  Title
        ---------                                  -----

/s/ F. Quinn Stepan                       Chairman and Chief Executive
--------------------------                Officer and Director
       F. Quinn Stepan

/s/ F. Quinn Stepan, Jr.                  President and Chief Operating
--------------------------                Officer and Director
      F. Quinn Stepan, Jr.

/s/ Robert G. Potter                      Director
--------------------------
      Robert G. Potter

/s/ Thomas F. Grojean                     Director
--------------------------
     Thomas F. Grojean

/s/ James A. Hartlage                    Senior Vice President - Technology
--------------------------               and Operations and Director
      James A. Hartlage

/s/ Walter J. Klein                      Vice President - Finance,
-------------------------                Principal Financial and
      Walter J. Klein                    Accounting Officer

/s/ Paul H. Stepan                       Director
------------------------
      Paul H. Stepan

/s/ Robert D. Cadieux                    Director
------------------------
    Robert D. Cadieux

                                    II-4
EXHIBIT INDEX

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

(4)h       Copy of Loan Agreement dated June 15, 1995, with Aid
           Association for Lutherans, the Northwestern Mutual Life
           Insurance Company and The Mutual Life Insurance Company of New
           York (incorporated by reference to the Company's Form 10-Q for
           the quarter ended June 30, 1995)

4(i)       Copy of Revolving Credit and Term Loan Agreement dated February
           20, 1990, with The First National Bank of Chicago and the
           amendment dated March 21, 1990 (incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1989)

(4)m       Copy of Second Amendment dated September 20, 1991, amending
           Revolving Credit and Term Loan Agreement dated February 20, 1990
           (see (4)i above)(incorporated by reference to the Company's Form
           10-K for the year ended December 31, 1991)

(4)m(1)    Copy of Third Amendment dated December 29, 1992, amending
           Revolving Credit and Term Loan Agreement dated February 20, 1990
           (see (4)i and (4)m above)(incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1992)

(4)m(2)    Copy of Fourth Amendment dated May 31, 1994, amending Revolving
           Credit and Term Loan Agreement dated February 20, 1990 (see
           (4)i, (4)m and (4)m(1) above)(incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1994)

(4)n(1)    Copy of Certificate of Designation, Preferences and Rights of
           the 5-1/2% Convertible Preferred Stock, without Par Value and
           the Amended Certificate dated August 12, 1992 and April 28, 1993
           (incorporated by reference to the Company's Form 8-K filed on
           April 28, 1993)

(4)n(2)    Copy of Issuer Tender Offer on Schedule 13E-4 dated August 13,
           1992 (incorporated by reference to the Company's Form 10- Q for
           the quarter ended September 30, 1992)

                                    II-5
(4)n(3)    Copy of Amendment No. 1 to Schedule 13E-4 (see also (4)n(2)
           above) dated September 23, 1992 (incorporated by reference to
           the Company's Form 10-Q for the quarter ended September 30,
           1992)

(4)o       Copy of Revolving Credit and Term Loan Agreement dated January 9,
           1998, with The First National Bank of Chicago (incorporated
           by reference to the Company's Form 10-K for the year ended
           December 31, 1997)

(4)o(1)    Copy of Certificate of Amendment dated March 12, 1999, amending
           Revolving Credit and Term Loan Agreement dated January 9, 1998
           (see (4)o above)(incorporated by reference to the Company's Form
           10-Q for the quarter ended March 31, 1999)

(4)q       Copy of Term Loan Agreement dated October 1, 1998, with The
           Northwestern Mutual Life Insurance Company and Connecticut
           General Life Insurance Company (incorporated by reference to the
           Company's Form 10-K for the year ended December 31, 1998)

(4)q       Copy of 2000 Stock Option Plan (incorporated by reference to
           the Company's Proxy Statement for the 2000 Annual Meeting of
           Stockholders)

           In accordance with 601(b)(4)(iii) of Regulation S-K, certain
           debt instruments are omitted, where the amount of securities
           authorized under such instruments does not exceed 10% of the
           total consolidated assets of the Registrant. Copies of such
           instruments will be furnished to the Commission upon request.

5          Opinion of Mayer, Brown & Platt

23(a)      Consent of Mayer, Brown & Platt (included in Exhibit 5)

23(b)      Consent of Arthur Andersen LLP

24         Powers of Attorney (included on the signature page of the
           registration statement)

                                    II-6