As filed with the Securities and Exchange Commission on February 22, 2000

                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         CHOICE ONE COMMUNICATIONS INC.

             (exact name of registrant as specified in its charter)

           DELAWARE                       16-1550742
    (State or other jurisdiction          (I.R.S. Employer
  of incorporation or organization)      Identification No.)

  100 Chestnut Street, Suite 700, Rochester, New York      14604-2417
  (Address of Principal Executive Offices)                 (Zip Code)

         CHOICE ONE COMMUNICATIONS INC. 1998 EMPLOYEE STOCK OPTION PLAN
                          (November 1999 Restatement)
                           (Full title of the Plan(s))

                                 Ajay Sabherwal
           Senior Vice President, Finance and Chief Financial Officer
                         Choice One Communications Inc.
                         100 Chestnut Street, Suite 700
                         Rochester, New York 14607-2417
                                 (716) 246-4231
                            Facsimile (716) 530-2733

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:

                            James A. Locke III, Esq.
                                Nixon Peabody LLP

                               1300 Clinton Square
                            Rochester, New York 14604
                                 (716) 263-1000
                            Facsimile (716) 263-1600

   ---------------------------------------------------------------------------
      CALCULATION OF REGISTRATION FEE

                   Proposed           Proposed
Title of           Maximum            Maximum
Securities         Offering           Aggregate       Amount of
to be              Amount to be       price per       Offering      Registration
Registered(1)      Registered(1)      share(2)        Price(2)      Fee
-------------      -------------      ----------      ----------    ------------
Common Stock       1,063,791          $27.91          $29,686,417   $7,837
$.01 par value

(1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration
statement covers such additional shares of Common Stock as may be issuable
pursuant to anti-dilution provisions of the Plan.

(2) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h)(1) Estimated in accordance with Rule-457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low prices of our common
stock as reported on the Nasdaq Stock Market's National Market on February 17,
2000.

<PAGE>



         Part II

         INFORMATION REQUIRED IN THE
         REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents which have been filed by Choice One
Communications Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:

         1. The Company's Registration Statement, dated November 19, 1999 and
amended January 3, 2000, January 27, 2000, February 10, 2000 and February 16,
2000 on Form S-1 and filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933.

         2. 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 subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the 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.

         The Delaware General Business Corporation Law (the "DGCL") provides
that if a derivative action is brought against a director or officer of a
corporation, the corporation may indemnify him or her against amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her, in connection with the defense or settlement of such action, if such
director or officer acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the corporation, except that no
indemnification shall be made without court approval in respect of a threatened
action, or a pending action settled or otherwise disposed of, or in respect of
any matter as to which such director or officer has been found liable to the
corporation. In a nonderivative action or threatened action, the DGCL provides
that a corporation may indemnify a director or officer against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
incurred by him or her in defending such action if such director or officer
acted in good faith for a purpose which he or she reasonably believed to be in
the best interests of the corporation.

         Under the DGCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the DGCL are met. The
indemnification provisions of the DGCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

         The above is a general summary of certain provisions of the DGCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

         Article V, Section 1 of the Company's Bylaws contains provisions
requiring indemnification by the Company of its directors and officers against
certain liabilities and expenses which they may incur as directors and officers
of the Company or of certain other entities in accordance with Section 145 of
the DGCL.

         Section 145 of the DGCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. Article V, Section 9 indicates that the Company may
maintain insurance insuring the Corporation or persons entitled to
indemnification under Section 1 of

<PAGE>

Article V of the Bylaws for liabilities against which they are entitled to
indemnification under Article V of the Bylaws or insuring such persons for
liabilities against which they are not entitled to indemnification under Article
V of the Bylaws.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  See Exhibit Index.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-1 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) The undersigned Registrant hereby undertakes that, for purposes of
determining 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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 foregoing provisions, 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.


<PAGE>


                                   SIGNATURES

The Registrant. 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 Rochester, State of New York, on the 22nd day of
February, 2000.

                                    CHOICE ONE COMMUNICATIONS INC.



                                             /s/ John J. Zimmer
                                    By:      ------------------------------
                                             John J. Zimmer
                                             Vice President - Finance

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Ajay Sabherwal and John J.
Zimmer, and Kim Robert Scovill and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or any
of them or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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

       SIGNATURE                        TITLE                      DATE
       ---------                        -----                      ----

/s/ Steve M. Dubnik             Chairman, President and        February 22, 2000
---------------------------     Chief Executive  Officer
   Steve M. Dubnik            (Principal Executive Officer)


/s/ Ajay Sabherwal            Senior Vice President, Finance   February 22, 2000
---------------------------   and Chief Financial Officer
   Ajay Sabherwal             (Principal Financial Officer)


                                        Director               February 22, 2000
---------------------------
   John B. Ehrenkranz


/s/ Bruce M. Hernandez                  Director               February 22, 2000
---------------------------
   Bruce M. Hernandez


 /s/ Michael M. Janson                  Director               February 22, 2000
----------------------------
   Michael M. Janson


 /s/ Robert M. Van Degna                Director               February 22, 2000
----------------------------
   Robert M. Van Degna


 /s/ Royce Holland                      Director               February 22, 2000
--------------------------------
   Royce Holland


<PAGE>




                                  EXHIBIT INDEX

Exhibit No.  Description                                          Location
-----------  -----------                                      ----------------

4.1          1998 Employee Stock Option Plan          Contained in Exhibit 10.1
             (November 1999 Restatement)              to the Registrant's
                                                      Registration Statement on
                                                      Form S-1 dated
                                                      February 16, 2000 (File
                                                      No. 333-91321)

4.2          Restated Certificate of Incorporation    Contained in Exhibit 3.1
                                                      to the Registrant's
                                                      Registration Statement on
                                                      Form S-1 dated
                                                      February 16, 2000 (File
                                                      No. 333-91321)

5.1          Legal Opinion of Nixon Peabody LLP       Filed Herewith

23.1         Consent of Nixon Peabody LLP             Contained in Opinion filed
                                                      as Exhibit 5-1 to this
                                                      Registration Statement

23.2         Consent of Arthur Andersen LLP           Filed Herewith
             independent accountants

23.3         Consent of Ernst & Young LLP             Filed Herewith
             independent accountants
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16168}]
{"company-data": {"conformed-name": "CHOICE ONE COMMUNICATIONS INC", "cik": "0001091953", "assigned-sic": "4813", "irs-number": "161550742", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30862", "film-number": "550547"}, "business-address": {"street1": "100 CHESTNUT ST", "street2": "SUITE 700", "city": "ROCHESTER", "state": "NY", "zip": "14604", "phone": "7165302619"}, "mail-address": {"street1": "100 CHESTNUT ST", "street2": "SUITE 700", "city": "ROCHESTER", "state": "NY", "zip": "14604"}}
As filed with the Securities and Exchange Commission on February 22, 2000

                                             Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         CHOICE ONE COMMUNICATIONS INC.

             (exact name of registrant as specified in its charter)

           DELAWARE                       16-1550742
    (State or other jurisdiction          (I.R.S. Employer
  of incorporation or organization)      Identification No.)

  100 Chestnut Street, Suite 700, Rochester, New York      14604-2417
  (Address of Principal Executive Offices)                 (Zip Code)

         CHOICE ONE COMMUNICATIONS INC. 1998 EMPLOYEE STOCK OPTION PLAN
                          (November 1999 Restatement)
                           (Full title of the Plan(s))

                                 Ajay Sabherwal
           Senior Vice President, Finance and Chief Financial Officer
                         Choice One Communications Inc.
                         100 Chestnut Street, Suite 700
                         Rochester, New York 14607-2417
                                 (716) 246-4231
                            Facsimile (716) 530-2733

                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                    Copy to:

                            James A. Locke III, Esq.
                                Nixon Peabody LLP

                               1300 Clinton Square
                            Rochester, New York 14604
                                 (716) 263-1000
                            Facsimile (716) 263-1600

   ---------------------------------------------------------------------------
      CALCULATION OF REGISTRATION FEE

                   Proposed           Proposed
Title of           Maximum            Maximum
Securities         Offering           Aggregate       Amount of
to be              Amount to be       price per       Offering      Registration
Registered(1)      Registered(1)      share(2)        Price(2)      Fee
-------------      -------------      ----------      ----------    ------------
Common Stock       1,063,791          $27.91          $29,686,417   $7,837
$.01 par value

(1) Pursuant to Rule 416(b) under the Securities Act of 1933, this registration
statement covers such additional shares of Common Stock as may be issuable
pursuant to anti-dilution provisions of the Plan.

(2) Inserted solely for the purpose of calculating the registration fee pursuant
to Rule 457(h)(1) Estimated in accordance with Rule-457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low prices of our common
stock as reported on the Nasdaq Stock Market's National Market on February 17,
2000.
Part II

         INFORMATION REQUIRED IN THE
         REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents which have been filed by Choice One
Communications Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:

         1. The Company's Registration Statement, dated November 19, 1999 and
amended January 3, 2000, January 27, 2000, February 10, 2000 and February 16,
2000 on Form S-1 and filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933.

         2. 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 subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the 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.

         The Delaware General Business Corporation Law (the "DGCL") provides
that if a derivative action is brought against a director or officer of a
corporation, the corporation may indemnify him or her against amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her, in connection with the defense or settlement of such action, if such
director or officer acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the corporation, except that no
indemnification shall be made without court approval in respect of a threatened
action, or a pending action settled or otherwise disposed of, or in respect of
any matter as to which such director or officer has been found liable to the
corporation. In a nonderivative action or threatened action, the DGCL provides
that a corporation may indemnify a director or officer against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
incurred by him or her in defending such action if such director or officer
acted in good faith for a purpose which he or she reasonably believed to be in
the best interests of the corporation.

         Under the DGCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the DGCL are met. The
indemnification provisions of the DGCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

         The above is a general summary of certain provisions of the DGCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

         Article V, Section 1 of the Company's Bylaws contains provisions
requiring indemnification by the Company of its directors and officers against
certain liabilities and expenses which they may incur as directors and officers
of the Company or of certain other entities in accordance with Section 145 of
the DGCL.

         Section 145 of the DGCL also contains provisions authorizing a
corporation to obtain insurance on behalf of any director and officer against
liabilities, whether or not the corporation would have the power to indemnify
against such liabilities. Article V, Section 9 indicates that the Company may
maintain insurance insuring the Corporation or persons entitled to
indemnification under Section 1 of
Article V of the Bylaws for liabilities against which they are entitled to
indemnification under Article V of the Bylaws or insuring such persons for
liabilities against which they are not entitled to indemnification under Article
V of the Bylaws.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  See Exhibit Index.

Item 9.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-1 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) The undersigned Registrant hereby undertakes that, for purposes of
determining 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) 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 foregoing provisions, 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

The Registrant. 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 Rochester, State of New York, on the 22nd day of
February, 2000.

                                    CHOICE ONE COMMUNICATIONS INC.

                                             /s/ John J. Zimmer
                                    By:      ------------------------------
                                             John J. Zimmer
                                             Vice President - Finance

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Ajay Sabherwal and John J.
Zimmer, and Kim Robert Scovill and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or any
of them or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

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

       SIGNATURE                        TITLE                      DATE
       ---------                        -----                      ----

/s/ Steve M. Dubnik             Chairman, President and        February 22, 2000
---------------------------     Chief Executive  Officer
   Steve M. Dubnik            (Principal Executive Officer)

/s/ Ajay Sabherwal            Senior Vice President, Finance   February 22, 2000
---------------------------   and Chief Financial Officer
   Ajay Sabherwal             (Principal Financial Officer)

                                        Director               February 22, 2000
---------------------------
   John B. Ehrenkranz

/s/ Bruce M. Hernandez                  Director               February 22, 2000
---------------------------
   Bruce M. Hernandez

 /s/ Michael M. Janson                  Director               February 22, 2000
----------------------------
   Michael M. Janson

 /s/ Robert M. Van Degna                Director               February 22, 2000
----------------------------
   Robert M. Van Degna

 /s/ Royce Holland                      Director               February 22, 2000
--------------------------------
   Royce Holland
EXHIBIT INDEX

Exhibit No.  Description                                          Location
-----------  -----------                                      ----------------

4.1          1998 Employee Stock Option Plan          Contained in Exhibit 10.1
             (November 1999 Restatement)              to the Registrant's
                                                      Registration Statement on
                                                      Form S-1 dated
                                                      February 16, 2000 (File
                                                      No. 333-91321)

4.2          Restated Certificate of Incorporation    Contained in Exhibit 3.1
                                                      to the Registrant's
                                                      Registration Statement on
                                                      Form S-1 dated
                                                      February 16, 2000 (File
                                                      No. 333-91321)

5.1          Legal Opinion of Nixon Peabody LLP       Filed Herewith

23.1         Consent of Nixon Peabody LLP             Contained in Opinion filed
                                                      as Exhibit 5-1 to this
                                                      Registration Statement

23.2         Consent of Arthur Andersen LLP           Filed Herewith
             independent accountants

23.3         Consent of Ernst & Young LLP             Filed Herewith
             independent accountants