As filed with the Securities and Exchange Commission on August 3, 1999
                                                            File No. 333-
===============================================================================

                     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
                         1998 EQUITY INCENTIVE PLAN
                         1999 EQUITY INCENTIVE 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           Amount          Offering      Aggregate        Amount of
Securities to         to be          Price         Offering        Registration
be Registered      Registered (1)    Per Share*    Price*              Fee
- -------------------------------------------------------------------------------
Common Stock,
$.01 par             1,850,000
value............... Shares          $22.0625     $40,815,625       $11,347
===============================================================================
  *     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.

(1)     The number of shares of Common Stock to be registered may be
        adjusted in accordance with the provisions of the Plans in the
        event that, during the period that the Plans are in effect, the
        number of shares of Common Stock is increased or decreased or such
        shares are changed into or exchanged for a different number or kind
        of shares of stock or other securities of the Company through
        reorganization, merger or consolidation, recapitalization, stock
        split, split-up, spin-off, combination, exchange of shares,
        declaration of any Common Stock dividends or similar events without
        receipt of consideration by the Company. Accordingly, 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 events may be issued in accordance with
        the provisions of the Plan.

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

<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 year ended
              December 31, 1998.

         (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
              period ended April 4, 1999.

         (c)  The description of the common stock, $.01 par value per
              share, of the Company (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 Securities Exchange Act of 1934,
as amended, 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



<PAGE>

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 the policy,
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 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; 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;



                                    2

<PAGE>



                       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.


                                   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 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 on Form
S-8 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/her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities 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 EXHIBITS

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              Power of Attorney (included with signature page to the
                registration statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18130}]
{"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": "333-84337", "film-number": "99676754"}, "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
                                                            File No. 333-
===============================================================================

                     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
                         1998 EQUITY INCENTIVE PLAN
                         1999 EQUITY INCENTIVE 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           Amount          Offering      Aggregate        Amount of
Securities to         to be          Price         Offering        Registration
be Registered      Registered (1)    Per Share*    Price*              Fee
- -------------------------------------------------------------------------------
Common Stock,
$.01 par             1,850,000
value............... Shares          $22.0625     $40,815,625       $11,347
===============================================================================
  *     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.

(1)     The number of shares of Common Stock to be registered may be
        adjusted in accordance with the provisions of the Plans in the
        event that, during the period that the Plans are in effect, the
        number of shares of Common Stock is increased or decreased or such
        shares are changed into or exchanged for a different number or kind
        of shares of stock or other securities of the Company through
        reorganization, merger or consolidation, recapitalization, stock
        split, split-up, spin-off, combination, exchange of shares,
        declaration of any Common Stock dividends or similar events without
        receipt of consideration by the Company. Accordingly, 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 events may be issued in accordance with
        the provisions of the Plan.

===============================================================================
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 year ended
              December 31, 1998.

         (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
              period ended April 4, 1999.

         (c)  The description of the common stock, $.01 par value per
              share, of the Company (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 Securities Exchange Act of 1934,
as amended, 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 the policy,
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 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; 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;

                                    2
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.

                                   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 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 on Form
S-8 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/her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities 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 EXHIBITS

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              Power of Attorney (included with signature page to the
                registration statement)