As filed with the Securities and Exchange Commission on August 3, 1999
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                            U.S. CAN CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                                      06-1094196
  (State or other jurisdiction          I.R.S. Employer Identification No.)
of incorporation or organization)



        900 Commerce Drive                          60523
          Oak Brook, Illinois                     (Zip Code)
(Address of principal executive offices)




                            U.S. CAN CORPORATION
                    EXECUTIVE DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                               Steven K. Sims
               Vice President, General Counsel and Secretary
                             900 Commerce Drive
                         Oak Brook, Illinois 60523
                  (Name and Address of Agent for Service)

                               (630) 571-2500
       (Telephone Number, including area code, of Agent for Service)
                               ______________

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                          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, $.01 par                  100,000
value...........................        Shares             $22.0625             $2,206,250           $614
=========================================================================================================================
</TABLE>

  *     Pursuant to Rule 457(h)(1), the registration fee was computed on
        the basis of the average of the high and low prices for the Common
        Stock as reported on the New York Stock Exchange on July 28, 1999.








<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 U.S.
Can Corporation (the "Company" or "Registrant") with the Securities and
Exchange Commission, are incorporated herein by reference:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998;

         (b)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 4, 1999; and

         (c)      the description of the Company's Common Stock, $.01 par
                  value (the "Common Stock"), contained in the Company's
                  Registration Statement on Form 8-A (File No. 0-21314)
                  filed with the Commission on March 8, 1993, pursuant to
                  Section 12 of the Exchange Act.

         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.

         The validity of the shares of Common Stock offered hereby will be
passed upon by Steven K. Sims, Vice President, General Counsel and
Secretary of the Company. Mr. Sims owns 288 shares of Common Stock and
holds options to purchase 25,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         The Company is incorporated under the laws of the State of
Delaware. The General Corporation Law of the State of Delaware (the
"Delaware Statute") provides for indemnification of directors, officers,
and employees in certain situations. The Delaware Statute, by its terms,
expressly permits indemnification where such a person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed
to, the corporation's best interests, and, in a criminal action, if such
person had no reasonable cause to believe that his or her conduct was
unlawful. In the case of a claim by a third party (i.e., a party other than
the corporation), the Delaware Statute expressly permits indemnifications
for expenses, judgments, settlement payments, and other costs. In the case
of a claim by or in the right of the corporation (including stockholder
derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the
Delaware Statute, provide for indemnification against expenses in the case
of an action by or in the right of the corporation if the person seeking
indemnification is adjudged liable to the corporation, unless the
indemnification is ordered by a court. The Delaware Statute also permits
advancement of expenses to directors and officers upon receipt of an
undertaking by such director or officer to repay all amounts advanced if it
shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation. In addition, the Delaware Statute
specifically provides that its terms shall not be deemed exclusive of any
other right to indemnification to which a director, officer, or employee may be





<PAGE>




entitled under any by-law, agreement, or vote of stockholders or
disinterested directors.

         The Company's Amended and Restated Certificate of Incorporation
provides for indemnification to the full extent permitted by the laws of
the State of Delaware against and with respect to threatened, pending or
completed actions, suits or proceedings arising from or alleged to arise
from a party's actions or omissions as a director, officer, employee or
agent of the Company or of any subsidiary of the Company or of any other
corporation, partnership, joint venture, trust or other enterprise which he
has served in such capacity at the request of the Company if such acts or
omissions occurred or were or are alleged to have occurred while said party
was a director or officer of the Company. Any indemnification (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification is proper. Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

         The Company maintains a director and officer liability insurance
policy which indemnifies directors and officers for certain losses arising
from a claim by reason of a wrongful act, as defined, under certain
circumstances where the Company does not provide indemnification.

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
                           rising 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;
                           provided that, notwithstanding the foregoing,
                           any increase or decrease in volume of securities
                           offered (if the total dollar value of securities
                           offered would not exceed that which was registered)
                           and any deviation from the low or high end of the
                           estimated maximum offering range may be reflected in
                           the form of prospectus filed with the Commission
                           pursuant to Rule 424(b) if, in the aggregate, the
                           changes in volume and price represent no more than
                           a 20 percent change in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective
                           registration statement; and





<PAGE>



                  (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 (i) and (ii) above 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 with or furnished to
                  the Commission by the Registrant pursuant to Section 13
                  or 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 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 referred
to under Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.





<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 Oak Brook, State of Illinois, on
this 29th day of July, 1999.

                            U.S. CAN CORPORATION

                            By:      /s/ Paul W. Jones
                                     -----------------------------------------
                                     Paul W. Jones
                                     President, Chief Executive Officer
                                      and Chairman

                             POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Paul W. Jones, John L. Workman and Steven K. Sims and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name,
place and stead of the undersigned, in any and all capacities, to sign any
and all 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 attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of July, 1999.



/s/ Paul W. Jones                        /s/ John L. Workman
- --------------------------------        ---------------------------------------
Paul W. Jones, President, Chief         John L. Workman, Executive Vice
Executive Officer and Chairman          President and Chief Financial Officer


/s/ Jack McGowan                        /s/ Calvin W. Aurand, Jr.
- --------------------------------        ---------------------------------------
Jack McGowan, Vice President            Calvin W. Aurand, Jr., Director
and Controller


/s/ Benjamin F. Bailar                  /s/ Carl Ferenbach
- --------------------------------        ---------------------------------------
Benjamin F. Bailar, Director            Carl Ferenbach, Director


/s/ Ricardo Poma                        /s/ Francisco A. Soler
- --------------------------------        ---------------------------------------
Ricardo Poma, Director                  Francisco A. Soler, Director


                                        /s/ Charles W. Gaillard
- --------------------------------        ---------------------------------------
Louis B. Susman, Director               Charles W. Gaillard, Director




<PAGE>



                              INDEX TO EXHIBIT
Exhibit
Number         Description of Document
- --------       -----------------------

5              Opinion of Steven K. Sims, Esq.


23.1           Consent of Arthur Andersen LLP

23.2           Consent of Steven K. Sims (included in his opinion filed as
               Exhibit 5 hereto)

24             Powers of Attorney (contained on the signature page of this
               registration  statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17217}]
{"company-data": {"conformed-name": "US CAN CORP", "cik": "0000895726", "assigned-sic": "3411", "irs-number": "061094196", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-84339", "film-number": "99676755"}, "business-address": {"street1": "900 COMMERCE DR", "street2": "SUITE 302", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7085712500"}, "mail-address": {"street1": "900 COMMERCE DRIVE", "city": "OAK BROOK", "state": "IL", "zip": "60521"}}
As filed with the Securities and Exchange Commission on August 3, 1999
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                            U.S. CAN CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                                      06-1094196
  (State or other jurisdiction          I.R.S. Employer Identification No.)
of incorporation or organization)

        900 Commerce Drive                          60523
          Oak Brook, Illinois                     (Zip Code)
(Address of principal executive offices)

                            U.S. CAN CORPORATION
                    EXECUTIVE DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                               Steven K. Sims
               Vice President, General Counsel and Secretary
                             900 Commerce Drive
                         Oak Brook, Illinois 60523
                  (Name and Address of Agent for Service)

                               (630) 571-2500
       (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, $.01 par                  100,000
value...........................        Shares             $22.0625             $2,206,250           $614
=========================================================================================================================
*     Pursuant to Rule 457(h)(1), the registration fee was computed on
        the basis of the average of the high and low prices for the Common
        Stock as reported on the New York Stock Exchange on July 28, 1999.
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by U.S.
Can Corporation (the "Company" or "Registrant") with the Securities and
Exchange Commission, are incorporated herein by reference:

         (a)      the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1998;

         (b)      the Company's Quarterly Report on Form 10-Q for the quarter
                  ended April 4, 1999; and

         (c)      the description of the Company's Common Stock, $.01 par
                  value (the "Common Stock"), contained in the Company's
                  Registration Statement on Form 8-A (File No. 0-21314)
                  filed with the Commission on March 8, 1993, pursuant to
                  Section 12 of the Exchange Act.

         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.

         The validity of the shares of Common Stock offered hereby will be
passed upon by Steven K. Sims, Vice President, General Counsel and
Secretary of the Company. Mr. Sims owns 288 shares of Common Stock and
holds options to purchase 25,000 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         The Company is incorporated under the laws of the State of
Delaware. The General Corporation Law of the State of Delaware (the
"Delaware Statute") provides for indemnification of directors, officers,
and employees in certain situations. The Delaware Statute, by its terms,
expressly permits indemnification where such a person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed
to, the corporation's best interests, and, in a criminal action, if such
person had no reasonable cause to believe that his or her conduct was
unlawful. In the case of a claim by a third party (i.e., a party other than
the corporation), the Delaware Statute expressly permits indemnifications
for expenses, judgments, settlement payments, and other costs. In the case
of a claim by or in the right of the corporation (including stockholder
derivative suits), the Delaware Statute expressly provides for
indemnification for expenses only, and not for amounts paid in judgment or
settlement of such actions. Moreover, a corporation cannot, under the
Delaware Statute, provide for indemnification against expenses in the case
of an action by or in the right of the corporation if the person seeking
indemnification is adjudged liable to the corporation, unless the
indemnification is ordered by a court. The Delaware Statute also permits
advancement of expenses to directors and officers upon receipt of an
undertaking by such director or officer to repay all amounts advanced if it
shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation. In addition, the Delaware Statute
specifically provides that its terms shall not be deemed exclusive of any
other right to indemnification to which a director, officer, or employee may be
entitled under any by-law, agreement, or vote of stockholders or
disinterested directors.

         The Company's Amended and Restated Certificate of Incorporation
provides for indemnification to the full extent permitted by the laws of
the State of Delaware against and with respect to threatened, pending or
completed actions, suits or proceedings arising from or alleged to arise
from a party's actions or omissions as a director, officer, employee or
agent of the Company or of any subsidiary of the Company or of any other
corporation, partnership, joint venture, trust or other enterprise which he
has served in such capacity at the request of the Company if such acts or
omissions occurred or were or are alleged to have occurred while said party
was a director or officer of the Company. Any indemnification (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification is proper. Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

         The Company maintains a director and officer liability insurance
policy which indemnifies directors and officers for certain losses arising
from a claim by reason of a wrongful act, as defined, under certain
circumstances where the Company does not provide indemnification.

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
                           rising 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;
                           provided that, notwithstanding the foregoing,
                           any increase or decrease in volume of securities
                           offered (if the total dollar value of securities
                           offered would not exceed that which was registered)
                           and any deviation from the low or high end of the
                           estimated maximum offering range may be reflected in
                           the form of prospectus filed with the Commission
                           pursuant to Rule 424(b) if, in the aggregate, the
                           changes in volume and price represent no more than
                           a 20 percent change in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective
                           registration statement; and
(iii)    To include any material information with respect
                           to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  provided, however, that paragraphs (i) and (ii) above 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 with or furnished to
                  the Commission by the Registrant pursuant to Section 13
                  or 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 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 referred
to under Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
SIGNATURES

         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 Oak Brook, State of Illinois, on
this 29th day of July, 1999.

                            U.S. CAN CORPORATION

                            By:      /s/ Paul W. Jones
                                     -----------------------------------------
                                     Paul W. Jones
                                     President, Chief Executive Officer
                                      and Chairman

                             POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Paul W. Jones, John L. Workman and Steven K. Sims and each of
them, the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name,
place and stead of the undersigned, in any and all capacities, to sign any
and all 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 attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 29th day of July, 1999.

/s/ Paul W. Jones                        /s/ John L. Workman
- --------------------------------        ---------------------------------------
Paul W. Jones, President, Chief         John L. Workman, Executive Vice
Executive Officer and Chairman          President and Chief Financial Officer

/s/ Jack McGowan                        /s/ Calvin W. Aurand, Jr.
- --------------------------------        ---------------------------------------
Jack McGowan, Vice President            Calvin W. Aurand, Jr., Director
and Controller

/s/ Benjamin F. Bailar                  /s/ Carl Ferenbach
- --------------------------------        ---------------------------------------
Benjamin F. Bailar, Director            Carl Ferenbach, Director

/s/ Ricardo Poma                        /s/ Francisco A. Soler
- --------------------------------        ---------------------------------------
Ricardo Poma, Director                  Francisco A. Soler, Director

                                        /s/ Charles W. Gaillard
- --------------------------------        ---------------------------------------
Louis B. Susman, Director               Charles W. Gaillard, Director
INDEX TO EXHIBIT
Exhibit
Number         Description of Document
- --------       -----------------------

5              Opinion of Steven K. Sims, Esq.

23.1           Consent of Arthur Andersen LLP

23.2           Consent of Steven K. Sims (included in his opinion filed as
               Exhibit 5 hereto)

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