As filed with the Securities and Exchange Commission on April 21, 2000
                           Registration No. 333-


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                       ____________________________


                                 FORM S-8


                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933


                       ____________________________


                       PHOENIX INVESTMENT PARTNERS, LTD.
             (Exact name of registrant as specified in its charter)


           Delaware                               95-4191764
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)


                            56 Prospect Street
                       Hartford, Connecticut  06115
                 (Address of Principal Executive Offices)


                       EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plan)


                      ____________________________

                              Philip R. McLoughlin
               Chairman of the Board and Chief Executive Officer
                               56 Prospect Street
                          Hartford, Connecticut  06115
                    (Name and address of agent for service)

                                 (860) 403-5000
         (Telephone number, including area code, of agent for service)

                        ___________________________


                                 copy to:


                            Jeffrey A. Clopeck, Esq.
                            Day, Berry & Howard LLP
                              260 Franklin Street
                          Boston, Massachusetts  02110


<PAGE>


                      CALCULATION OF REGISTRATION FEE




<TABLE>
<CAPTION>

Title of Securities     Amount to         Proposed     Proposed       Amount of
to be Registered        be                Maximum      Maximum        Registration
                        Registered (1)    Offering     Aggregate      Fee
                                          Price        Offering
                                          Per          Price (2)
                                          Share (2)
----------------------------------------------------------------------------------------
<S>                     <C>                <C>         <C>            <C>
Common Stock,           615,000 shares     $7.50       $4,612,500     $1,282.28
par value $.01
per share

</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will
be adjusted in the event of stock splits, stock dividends or similar
transactions.

(2)  Estimated solely for purpose of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the average of the
high and low prices of the Common Stock reported by the New York Stock
Exchange on April 19, 2000.


                                  PART II


            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Phoenix Investment Partners, Ltd.,
formerly known as Phoenix Duff & Phelps Corporation (the "Company" or
"Registrant"), with the Securities and Exchange Commission are incorporated
herein by reference:

1.  The Company's latest Annual Report on Form 10-K.

2.  All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") since
the end of the fiscal year covered by the Company's latest Annual Report on
Form 10-K.

3.  The description of the Company's capital stock contained in the Company's
Registration Statement on Form 8-A, including any amendment or report filed
for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the  1934 Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.


Item 4.  DESCRIPTION OF SECURITIES

     Not applicable.



Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys'
fees) that are actually and reasonably incurred by him ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of
such action, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.  Although
Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests, if such person has been judged liable
to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper.
Delaware law also provides for mandatory indemnification of any director,
officer, employee or agent against Expenses to the extent such person has
been successful in any proceeding covered by the statute.  In addition,
Delaware law provides the general authorization of advancement of a
director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the board of directors in specific
cases, and that indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement or otherwise.

     The By-Laws of the Registrant provide for the broad indemnification of
the directors and officers of the Registrant and for advancement of
litigation expenses to the fullest extent permitted by current Delaware
law.  The Registrant has also entered into indemnification agreements with
its directors and certain of its officers providing for the broad
indemnification of the directors and officers of the Registrant and for
advancement of litigation expenses to the fullest extent permitted by
current Delaware law.

     The Restated Certificate of Incorporation of the Registrant eliminates
the personal liability of a director to the Registrant or its stockholders
under certain circumstances, for monetary damages for breach of fiduciary
duty as a director.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


Item 8.  EXHIBITS

4.1  Restated Certificate of Incorporation of the Registrant, as amended
     (incorporated herein by reference to Exhibit 3(a) to the
     Registrant's Current Report on Form 8-K dated November 15,
     1995).

4.2  Certificate of Amendment to the Certificate of Incorporation of the
     Registrant (incorporated herein by reference to Exhibit 3(e)
     to the Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1999).

4.3  By-Laws of the Registrant (incorporated herein by reference to Exhibit
     3(b) to the Registrant's Current Report on Form 8-K dated
     November 15, 1995).

4.4  Employee Stock Purchase Plan.

5    Opinion of Day, Berry & Howard LLP as to the legality of the
     securities offered by the registration statement.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Day, Berry & Howard LLP (included in Exhibit 5).


Item 9.  UNDERTAKINGS.

A.   Undertaking to Update Annually

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

           (i) To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the Prospectus any facts or events arising
               after the effective date of the Registration Statement (or
               the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the Registration
               Statement;

         (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B.   Undertaking With Respect to Incorporating Subsequent Exchange Act
     Documents By Reference

     The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

C.   Undertaking with Respect to Indemnification of Directors, Officers or
     Controlling Persons

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



                                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 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 Hartford and State of Connecticut
on the 19th day of April, 2000.

                                            PHOENIX INVESTMENT PARTNERS, LTD.

                                            By: /s/ Philip R. McLoughlin
                                                -----------------------------
                                                Philip R. McLoughlin,
                                                Chairman of the Board and
                                                Chief Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 19th day of April, 2000.

<TABLE>
<CAPTION>

        SIGNATURE                                TITLE
        ---------                                -----
<S>                                     <C>
/s/ Philip R. McLoughlin                Chairman of the Board, Chief
---------------------------             Executive Officer and Director
Philip R. McLoughlin

/s/ William R. Moyer                    Executive Vice President and
---------------------------             Chief Financial Officer
William R. Moyer


---------------------------             Director
Clyde E. Bartter


/s/ Michael E. Haylon                   Director
---------------------------
Michael E. Haylon



---------------------------             Director
Robert W. Fiondella


/s/ Marilyn E. LaMarche                 Director
---------------------------
Marilyn E. LaMarche


/s/ James M. Oates                      Director
---------------------------
James M. Oates


/s/ Ferdinand Verdonck                  Director
---------------------------
Ferdinand Verdonck


/s/ Glen D. Churchill                   Director
---------------------------
Glen D. Churchill


/s/ Donna F. Tuttle                     Director
---------------------------
Donna F. Tuttle


/s/ David A. Williams                   Director
---------------------------
David A. Williams


/s/ John T. Anderson                    Director
---------------------------
John T. Anderson



---------------------------             Director
Calvin J. Pedersen



                             INDEX TO EXHIBITS


</TABLE>
<TABLE>
<CAPTION>

EXHIBIT NO.       DESCRIPTION
-----------       -----------
<S>               <C>
4.1               Restated Certificate of Incorporation of the Registrant, as
                  amended (incorporated herein by reference to Exhibit 3(a) to
                  the Registrant's Current Report on Form 8-K dated
                  November 15, 1995).

4.2               Certificate of Amendment to the Certificate of Incorporation
                  of the Registrant (incorporated herein by reference to Exhibit
                  3(e) to the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1999).

4.3               By-Laws of the Registrant (incorporated herein by reference to
                  Exhibit 3(b) to the Registrant's Current Report on Form 8-K
                  dated November 15, 1995).

4.4               Employee Stock Purchase Plan.

5                 Opinion of Day, Berry & Howard LLP as to the legality of the
                  securities offered by the registration statement.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Day, Berry & Howard LLP (included in Exhibit 5).

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16461}]
{"company-data": {"conformed-name": "PHOENIX INVESTMENT PARTNERS LTD/CT", "cik": "0000883237", "assigned-sic": "6282", "irs-number": "954191764", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35362", "film-number": "606555"}, "business-address": {"street1": "56 PROSPECT ST", "city": "HARTFORD", "state": "CT", "zip": "06115-0480", "phone": "8604035000"}, "mail-address": {"street1": "56 PROSPECT STREET", "city": "HARTFORD", "state": "CO", "zip": "06115"}, "former-company": [{"former-conformed-name": "PHOENIX DUFF & PHELPS CORP", "date-changed": "19951117"}, {"former-conformed-name": "DUFF & PHELPS CORP", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on April 21, 2000
                           Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                       ____________________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                       ____________________________

                       PHOENIX INVESTMENT PARTNERS, LTD.
             (Exact name of registrant as specified in its charter)

           Delaware                               95-4191764
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

                            56 Prospect Street
                       Hartford, Connecticut  06115
                 (Address of Principal Executive Offices)

                       EMPLOYEE STOCK PURCHASE PLAN
                         (Full title of the plan)

                      ____________________________

                              Philip R. McLoughlin
               Chairman of the Board and Chief Executive Officer
                               56 Prospect Street
                          Hartford, Connecticut  06115
                    (Name and address of agent for service)

                                 (860) 403-5000
         (Telephone number, including area code, of agent for service)

                        ___________________________

                                 copy to:

                            Jeffrey A. Clopeck, Esq.
                            Day, Berry & Howard LLP
                              260 Franklin Street
                          Boston, Massachusetts  02110
CALCULATION OF REGISTRATION FEE
Title of Securities     Amount to         Proposed     Proposed       Amount of
to be Registered        be                Maximum      Maximum        Registration
                        Registered (1)    Offering     Aggregate      Fee
                                          Price        Offering
                                          Per          Price (2)
                                          Share (2)
----------------------------------------------------------------------------------------
Common Stock,           615,000 shares     $7.50       $4,612,500     $1,282.28
par value $.01
per share
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will
be adjusted in the event of stock splits, stock dividends or similar
transactions.

(2)  Estimated solely for purpose of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the average of the
high and low prices of the Common Stock reported by the New York Stock
Exchange on April 19, 2000.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Phoenix Investment Partners, Ltd.,
formerly known as Phoenix Duff & Phelps Corporation (the "Company" or
"Registrant"), with the Securities and Exchange Commission are incorporated
herein by reference:

1.  The Company's latest Annual Report on Form 10-K.

2.  All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") since
the end of the fiscal year covered by the Company's latest Annual Report on
Form 10-K.

3.  The description of the Company's capital stock contained in the Company's
Registration Statement on Form 8-A, including any amendment or report filed
for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the  1934 Act after the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

     Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys'
fees) that are actually and reasonably incurred by him ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and
reasonably incurred by him, in connection with the defense or settlement of
such action, provided that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best
interests, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful.  Although
Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests, if such person has been judged liable
to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such person is
entitled to indemnity for such Expenses as the court deems proper.
Delaware law also provides for mandatory indemnification of any director,
officer, employee or agent against Expenses to the extent such person has
been successful in any proceeding covered by the statute.  In addition,
Delaware law provides the general authorization of advancement of a
director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the board of directors in specific
cases, and that indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement or otherwise.

     The By-Laws of the Registrant provide for the broad indemnification of
the directors and officers of the Registrant and for advancement of
litigation expenses to the fullest extent permitted by current Delaware
law.  The Registrant has also entered into indemnification agreements with
its directors and certain of its officers providing for the broad
indemnification of the directors and officers of the Registrant and for
advancement of litigation expenses to the fullest extent permitted by
current Delaware law.

     The Restated Certificate of Incorporation of the Registrant eliminates
the personal liability of a director to the Registrant or its stockholders
under certain circumstances, for monetary damages for breach of fiduciary
duty as a director.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

Item 8.  EXHIBITS

4.1  Restated Certificate of Incorporation of the Registrant, as amended
     (incorporated herein by reference to Exhibit 3(a) to the
     Registrant's Current Report on Form 8-K dated November 15,
     1995).

4.2  Certificate of Amendment to the Certificate of Incorporation of the
     Registrant (incorporated herein by reference to Exhibit 3(e)
     to the Registrant's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1999).

4.3  By-Laws of the Registrant (incorporated herein by reference to Exhibit
     3(b) to the Registrant's Current Report on Form 8-K dated
     November 15, 1995).

4.4  Employee Stock Purchase Plan.

5    Opinion of Day, Berry & Howard LLP as to the legality of the
     securities offered by the registration statement.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Day, Berry & Howard LLP (included in Exhibit 5).

Item 9.  UNDERTAKINGS.

A.   Undertaking to Update Annually

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

           (i) To include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933;

          (ii) To reflect in the Prospectus any facts or events arising
               after the effective date of the Registration Statement (or
               the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental
               change in the information set forth in the Registration
               Statement;

         (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B.   Undertaking With Respect to Incorporating Subsequent Exchange Act
     Documents By Reference

     The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

C.   Undertaking with Respect to Indemnification of Directors, Officers or
     Controlling Persons

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

                                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 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 Hartford and State of Connecticut
on the 19th day of April, 2000.

                                            PHOENIX INVESTMENT PARTNERS, LTD.

                                            By: /s/ Philip R. McLoughlin
                                                -----------------------------
                                                Philip R. McLoughlin,
                                                Chairman of the Board and
                                                Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 19th day of April, 2000.
SIGNATURE                                TITLE
        ---------                                -----
/s/ Philip R. McLoughlin                Chairman of the Board, Chief
---------------------------             Executive Officer and Director
Philip R. McLoughlin

/s/ William R. Moyer                    Executive Vice President and
---------------------------             Chief Financial Officer
William R. Moyer

---------------------------             Director
Clyde E. Bartter

/s/ Michael E. Haylon                   Director
---------------------------
Michael E. Haylon

---------------------------             Director
Robert W. Fiondella

/s/ Marilyn E. LaMarche                 Director
---------------------------
Marilyn E. LaMarche

/s/ James M. Oates                      Director
---------------------------
James M. Oates

/s/ Ferdinand Verdonck                  Director
---------------------------
Ferdinand Verdonck

/s/ Glen D. Churchill                   Director
---------------------------
Glen D. Churchill

/s/ Donna F. Tuttle                     Director
---------------------------
Donna F. Tuttle

/s/ David A. Williams                   Director
---------------------------
David A. Williams

/s/ John T. Anderson                    Director
---------------------------
John T. Anderson

---------------------------             Director
Calvin J. Pedersen

                             INDEX TO EXHIBITS
EXHIBIT NO.       DESCRIPTION
-----------       -----------
4.1               Restated Certificate of Incorporation of the Registrant, as
                  amended (incorporated herein by reference to Exhibit 3(a) to
                  the Registrant's Current Report on Form 8-K dated
                  November 15, 1995).

4.2               Certificate of Amendment to the Certificate of Incorporation
                  of the Registrant (incorporated herein by reference to Exhibit
                  3(e) to the Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 31, 1999).

4.3               By-Laws of the Registrant (incorporated herein by reference to
                  Exhibit 3(b) to the Registrant's Current Report on Form 8-K
                  dated November 15, 1995).

4.4               Employee Stock Purchase Plan.

5                 Opinion of Day, Berry & Howard LLP as to the legality of the
                  securities offered by the registration statement.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Day, Berry & Howard LLP (included in Exhibit 5).