As filed with the Securities and Exchange Commission on February 28, 2001
                                                         File No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                            W.W. GRAINGER, INC.
           (Exact Name of Registrant as Specified in its Charter)


           Illinois                                     36-1150280
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)


         100 Grainger Parkway
         Lake Forest, Illinois                          60045-5201
(Address of Principal Executive Offices)                (Zip Code)


                            W.W. Grainger, Inc.
                      Executive Stock Purchase Program
                          (Full Title of the Plan)


                               John L. Howard
                              General Counsel
                            W.W. Grainger, Inc.
                            100 Grainger Parkway
                      Lake Forest, Illinois 60045-5201
                  (Name and Address of Agent For Service)


                               (847) 535-1000
       (Telephone Number, Including Area Code, of Agent For Service)

<PAGE>
<TABLE>
<CAPTION>

                             CALCULATION OF REGISTRATION FEE
=====================================================================================
                                     Proposed Maximum  Proposed Maximum   Amount of
Title of Securities    Amount to be   Offering Price      Aggregate     Registration
 to be Registered       Registered       Per Share      Offering Price       Fee
-------------------------------------------------------------------------------------
<S>                    <C>                <C>           <C>            <C>
Common Stock, $0.50    1,250,000          $33.87        $42,337,500    $10,585.00
par value              shares (1)         (2)(3)            (2)            (2)
=====================================================================================
</TABLE>

(1) Also covers Preferred Share Purchase Rights ("Rights") which are
currently transferable with the shares of Common Stock registered hereby.

(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices of the Registrant's common stock on February 22,
2001 on the New York Stock Exchange Composite Tape as reported by The Wall
Street Journal.

(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.

                                     1

<PAGE>



                                  PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed by W.W. Grainger, Inc.,
a corporation organized under the laws of the State of Illinois (the
"Company" or the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1999, filed with the Commission on March 22,
            2000.

      (b)   The Company's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 2000, filed with the Commission on May 11, 2000

      (c)   The Company's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 2000, filed with the Commission on August 11,
            2000

      (d)   The Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2000, filed with the Commission on
            November 13, 2000.

      (e)   The descriptions of the Company's common stock and preferred
            share purchase rights contained in the Company's registration
            statements filed under the Exchange Act, including any
            amendments or reports filed thereunder that update or otherwise
            modify such descriptions.

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

The financial statements and financial statement schedules included or
incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Grant Thornton LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

                                     2

<PAGE>



Item 6.  Indemnification of Directors and Officers.

      (a) Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended, provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Under certain
circumstances, such Section permits a corporation to indemnify its
directors, officers, employees and agents against expenses incurred in
connection with the defense or settlement of shareholder derivative
actions. Such Section also provides that the corporation may purchase
insurance on behalf of any such director, officer, employee or agent.

      (b) The Company's Bylaws provide that the Company shall indemnify the
directors and officers of the Company under the circumstances described in
the preceding paragraph, subject, except in the case of defense expenses,
to a finding by the Company's Board of Directors, its shareholders or,
under certain circumstances, independent legal counsel that the applicable
standard of conduct has been met.

      (c) Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses in
connection with the liabilities that might be imposed as a result of
claims, actions, suits or proceedings that may be brought against them by
reason of being or having been such directors or officers.

      (d) The Company's Restated Articles of Incorporation provide that a
director of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duties as a
director except (i) for any breach of the director's duty of loyalty to the
Company and its shareholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii)
under Section 8.65 of the Illinois Business Corporation Act or (iv) for any
transaction from which the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See Exhibit Index which is incorporated herein by reference.


                                     3

<PAGE>


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, as amended (the "Securities
                    Act");

             (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.  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 and 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 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in
                    the effective 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
                    with or furnished to the Commission by the Registrant
                    pursuant to section 13 or section 15(d) of the
                    Exchange Act that are incorporated by reference in
                    the registration statement.

        2.   That, for the purpose of determining any liability under the
             Securities Act, 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.


                                     4

<PAGE>

        4.   The undersigned Registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act, each filing of
             the Registrant's annual report pursuant to section 13(a) or section
             15(d) of the Exchange Act (and, where applicable, each filing of
             an employee benefit plan's annual report pursuant to section 15(d)
             of the Exchange Act) 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.

        5.   Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and
             controlling persons of the Registrant pursuant to the foregoing
             provisions, or otherwise, the Registrant has been advised that in
             the opinion of the Commission such indemnification is against
             public policy as expressed in the Securities Act and is, therefore,
             unenforceable.  In the event that a claim for indemnification
             against such liabilities (other than the payment by the Registrant
             of expenses incurred or paid by a director, officer or controlling
             person of the Registrant in the successful defense of any action,
             suit or proceeding) is asserted by such director, officer or
             controlling person in connection with the securities being
             registered, the Registrant will, unless in the opinion of its
             counsel the matter has been settled by controlling precedent,
             submit to a court of appropriate jurisdiction the question whether
             such indemnification by it is against public policy as expressed
             in the Securities Act and will be governed by the final
             adjudication of such issue.


                                     5

<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 Lake Forest, Illinois, on the 28th day of
February, 2001.

W.W. GRAINGER, INC.

By:    /s/ P. O. Loux
   ---------------------------------
      P. O. Loux
      Senior Vice President, Finance
      and Chief Financial Officer
      (Principal Financial Officer)

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


               *                                         *
------------------------------            ------------------------------
      R. L. Keyser                              David W. Grainger
      Chairman of the Board and                 Director
      Chief Executive Officer
      (Principal Executive Officer
      and a Director)


               *                                         *
------------------------------            ------------------------------
      P. O. Loux                                John W. McCarter, Jr.
      Senior Vice President, Finance            Director
      and Chief Financial Officer
      (Principal Financial Officer)


               *                                         *
------------------------------            ------------------------------
      R. D. Pappano                             Neil S. Novich
      Vice President, Financial                 Director
      Reporting
      (Principal Accounting Officer)


               *                                         *
------------------------------            ------------------------------
      Brian P. Anderson                         James D. Slavik
      Director                                  Director


               *
------------------------------
      Harold B. Smith
      Director



                                     6

<PAGE>





               *                                         *
------------------------------            ------------------------------
      Fred L. Turner                            Wilbur H. Gantz
      Director                                  Director


               *
------------------------------
      Janiece S. Webb
      Director




* By:   /s/ John L. Howard
     -------------------------------
      John L. Howard
      Attorney-in-Fact







                                     7

<PAGE>



                               EXHIBIT INDEX


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

4.1           Restated Articles of Incorporation of the Registrant
              (incorporated by reference to Exhibit 3(i) to the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended June 30, 1998)

4.2           By-Laws of the Registrant, as amended

4.3           Shareholder Rights Agreement dated as of April 28, 1999,
              (incorporated by reference to the Registrant's Current
              Report on Form 8-K dated April 28, 1999)

23.1          Consent of Grant Thornton LLP

24.1          Power of Attorney










                                     8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 18070}]
{"company-data": {"conformed-name": "GRAINGER W W INC", "cik": "0000277135", "assigned-sic": "5000", "irs-number": "361150280", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56362", "film-number": "1557981"}, "business-address": {"street1": "100 GRAINGER PARKWAY", "city": "LAKE FOREST", "state": "IL", "zip": "60045-5201", "phone": "847-535-1000"}, "mail-address": {"street1": "100 GRAINGER PARKWAY", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}}
As filed with the Securities and Exchange Commission on February 28, 2001
                                                         File No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                            W.W. GRAINGER, INC.
           (Exact Name of Registrant as Specified in its Charter)

           Illinois                                     36-1150280
  (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

         100 Grainger Parkway
         Lake Forest, Illinois                          60045-5201
(Address of Principal Executive Offices)                (Zip Code)

                            W.W. Grainger, Inc.
                      Executive Stock Purchase Program
                          (Full Title of the Plan)

                               John L. Howard
                              General Counsel
                            W.W. Grainger, Inc.
                            100 Grainger Parkway
                      Lake Forest, Illinois 60045-5201
                  (Name and Address of Agent For Service)

                               (847) 535-1000
       (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
=====================================================================================
                                     Proposed Maximum  Proposed Maximum   Amount of
Title of Securities    Amount to be   Offering Price      Aggregate     Registration
 to be Registered       Registered       Per Share      Offering Price       Fee
-------------------------------------------------------------------------------------
Common Stock, $0.50    1,250,000          $33.87        $42,337,500    $10,585.00
par value              shares (1)         (2)(3)            (2)            (2)
=====================================================================================
(1) Also covers Preferred Share Purchase Rights ("Rights") which are
currently transferable with the shares of Common Stock registered hereby.

(2) Calculated pursuant to Rules 457(h)(1) and 457(c) based on the average
of the high and low prices of the Registrant's common stock on February 22,
2001 on the New York Stock Exchange Composite Tape as reported by The Wall
Street Journal.

(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457.

                                     1
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed by W.W. Grainger, Inc.,
a corporation organized under the laws of the State of Illinois (the
"Company" or the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference herein and
shall be deemed to be a part hereof:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1999, filed with the Commission on March 22,
            2000.

      (b)   The Company's Quarterly Report on Form 10-Q for the quarter
            ended March 31, 2000, filed with the Commission on May 11, 2000

      (c)   The Company's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 2000, filed with the Commission on August 11,
            2000

      (d)   The Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2000, filed with the Commission on
            November 13, 2000.

      (e)   The descriptions of the Company's common stock and preferred
            share purchase rights contained in the Company's registration
            statements filed under the Exchange Act, including any
            amendments or reports filed thereunder that update or otherwise
            modify such descriptions.

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

The financial statements and financial statement schedules included or
incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Grant Thornton LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

                                     2
Item 6.  Indemnification of Directors and Officers.

      (a) Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended, provides that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or
was a director, officer, employee or agent of the corporation, or who is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. Under certain
circumstances, such Section permits a corporation to indemnify its
directors, officers, employees and agents against expenses incurred in
connection with the defense or settlement of shareholder derivative
actions. Such Section also provides that the corporation may purchase
insurance on behalf of any such director, officer, employee or agent.

      (b) The Company's Bylaws provide that the Company shall indemnify the
directors and officers of the Company under the circumstances described in
the preceding paragraph, subject, except in the case of defense expenses,
to a finding by the Company's Board of Directors, its shareholders or,
under certain circumstances, independent legal counsel that the applicable
standard of conduct has been met.

      (c) Under an insurance policy maintained by the Company, the
directors and officers of the Company are insured, within the limits and
subject to the limitations of the policy, against certain expenses in
connection with the liabilities that might be imposed as a result of
claims, actions, suits or proceedings that may be brought against them by
reason of being or having been such directors or officers.

      (d) The Company's Restated Articles of Incorporation provide that a
director of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duties as a
director except (i) for any breach of the director's duty of loyalty to the
Company and its shareholders, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii)
under Section 8.65 of the Illinois Business Corporation Act or (iv) for any
transaction from which the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

      See Exhibit Index which is incorporated herein by reference.

                                     3
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, as amended (the "Securities
                    Act");

             (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.  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 and 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 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in
                    the effective 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
                    with or furnished to the Commission by the Registrant
                    pursuant to section 13 or section 15(d) of the
                    Exchange Act that are incorporated by reference in
                    the registration statement.

        2.   That, for the purpose of determining any liability under the
             Securities Act, 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.

                                     4
4.   The undersigned Registrant hereby undertakes that, for purposes of
             determining any liability under the Securities Act, each filing of
             the Registrant's annual report pursuant to section 13(a) or section
             15(d) of the Exchange Act (and, where applicable, each filing of
             an employee benefit plan's annual report pursuant to section 15(d)
             of the Exchange Act) 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.

        5.   Insofar as indemnification for liabilities arising under the
             Securities Act may be permitted to directors, officers and
             controlling persons of the Registrant pursuant to the foregoing
             provisions, or otherwise, the Registrant has been advised that in
             the opinion of the Commission such indemnification is against
             public policy as expressed in the Securities Act and is, therefore,
             unenforceable.  In the event that a claim for indemnification
             against such liabilities (other than the payment by the Registrant
             of expenses incurred or paid by a director, officer or controlling
             person of the Registrant in the successful defense of any action,
             suit or proceeding) is asserted by such director, officer or
             controlling person in connection with the securities being
             registered, the Registrant will, unless in the opinion of its
             counsel the matter has been settled by controlling precedent,
             submit to a court of appropriate jurisdiction the question whether
             such indemnification by it is against public policy as expressed
             in the Securities Act and will be governed by the final
             adjudication of such issue.

                                     5
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 Lake Forest, Illinois, on the 28th day of
February, 2001.

W.W. GRAINGER, INC.

By:    /s/ P. O. Loux
   ---------------------------------
      P. O. Loux
      Senior Vice President, Finance
      and Chief Financial Officer
      (Principal Financial Officer)

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

               *                                         *
------------------------------            ------------------------------
      R. L. Keyser                              David W. Grainger
      Chairman of the Board and                 Director
      Chief Executive Officer
      (Principal Executive Officer
      and a Director)

               *                                         *
------------------------------            ------------------------------
      P. O. Loux                                John W. McCarter, Jr.
      Senior Vice President, Finance            Director
      and Chief Financial Officer
      (Principal Financial Officer)

               *                                         *
------------------------------            ------------------------------
      R. D. Pappano                             Neil S. Novich
      Vice President, Financial                 Director
      Reporting
      (Principal Accounting Officer)

               *                                         *
------------------------------            ------------------------------
      Brian P. Anderson                         James D. Slavik
      Director                                  Director

               *
------------------------------
      Harold B. Smith
      Director

                                     6
*                                         *
------------------------------            ------------------------------
      Fred L. Turner                            Wilbur H. Gantz
      Director                                  Director

               *
------------------------------
      Janiece S. Webb
      Director

* By:   /s/ John L. Howard
     -------------------------------
      John L. Howard
      Attorney-in-Fact

                                     7
EXHIBIT INDEX

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

4.1           Restated Articles of Incorporation of the Registrant
              (incorporated by reference to Exhibit 3(i) to the
              Registrant's Quarterly Report on Form 10-Q for the
              quarter ended June 30, 1998)

4.2           By-Laws of the Registrant, as amended

4.3           Shareholder Rights Agreement dated as of April 28, 1999,
              (incorporated by reference to the Registrant's Current
              Report on Form 8-K dated April 28, 1999)

23.1          Consent of Grant Thornton LLP

24.1          Power of Attorney

                                     8