Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          HILLENBRAND INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

               Indiana                                    35-1160484
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)
                                   
        700 State Route 46 East                            47006   
         Batesville, Indiana                             (Zip Code)      
(Address of Principal Executive Offices)

               HILLENBRAND INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                              (Full title of plan)

                               Mark R. Lindenmeyer
                                 General Counsel
                          Hillenbrand Industries, Inc.
                             700 State Route 46 East
                            Batesville, Indiana 47006
                     (Name and address of agent for service)
Telephone number, including area code, of agent for service:       812-934-7000

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                      Proposed       Proposed
   Title of                            Maximum        maximum        Amount
  securities          Amount          offering       aggregate         of
     to be             to be          price per      offering     registration
  registered        registered        share (1)      price (1)         fee
Common Stock,      3,000,000 (2)      $61.125     $183,375,000     $54,095.63
without par
value per share
================================================================================

(1)      Estimated  solely to determine  the  registration  fee and based on the
         average of the high and low sales  prices per share of Common  Stock of
         Hillenbrand Industries, Inc. as reported on the New York Stock Exchange
         on April 3, 1998, pursuant to Rule 457(c) and (h).

(2)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.


                                       -1-

<PAGE>



                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Hillenbrand Industries, Inc. 1996 Stock Option Plan (the "Plan") as specified in
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (the  "Registration  Statement")
pursuant to Item 3 of Part II hereof),  a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

     (1) The Annual  Report on Form 10-K of  Hillenbrand  Industries,  Inc. (the
"Registrant") for the fiscal year ended November 29, 1997.

         (2) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  by the  Registrant  since
November 29, 1997; and

         (3) The description of the capital stock of the Registrant contained in
the Registrant's  Registration  Statement on Form 8A dated May 17, 1971, and all
amendments or reports filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be

                                       -2-

<PAGE>



incorporated  by reference  into this  Registration  Statement  and to be a part
thereof from the date they are filed.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Chapter 37 of the Indiana  Business  Corporation  Law authorizes  every
Indiana  corporation  to  indemnify  its officers and  directors  under  certain
circumstances against liability incurred in connection with proceedings to which
the officers or directors  are made a party by reason of their  relationship  to
the corporation. Officers and directors may be indemnified where they have acted
in  good  faith,  the  action  taken  was  not  against  the  interests  of  the
corporation,  and the  action  was  lawful or there was no reason or cause to be
believe  the  action  was  unlawful.  Chapter  37 also  requires  every  Indiana
corporation to indemnify any of its officers or directors (unless limited by the
articles of incorporation of the corporation) who were wholly  successful on the
merits or otherwise,  in the defense of any such proceeding,  against reasonable
expenses  incurred in connection  with the  proceeding.  A corporation may also,
under  certain  circumstances,  pay for or  reimburse  the  reasonable  expenses
incurred by an officer or director who is a party to a proceeding  in advance of
final disposition of the proceeding.

         Section 8.6 of the Restated Articles of Incorporation of the Registrant
provides for indemnification of officers and directors against all liability and
reasonable expenses incurred by such person on account of or arising out of that
person's  relationship  to  the  Registrant,  provided  that  the  party  to  be
indemnified  satisfies the  requirements  of Chapter 37 of the Indiana  Business
Corporation Law.

         Chapter 37 states that the indemnification  provided for therein is not
exclusive  of any other  rights to which a person may be entitled  under,  among
other things, any other agreement.  The Registrant entered into  indemnification
agreements   with  its   directors   which  are  broader   than  the   mandatory
indemnification

                                       -3-

<PAGE>



provisions of Chapter 37. Generally, the indemnification agreements obligate the
Registrant to indemnify  each director to the full extent  permitted by the laws
of the State of Indiana.  Indemnification is required against judgments,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorneys fees,
actually and  necessarily  incurred in connection with the defense or settlement
of a claim,  made  against the  director by reason of his or her service in such
role for the Registrant.  Indemnification  is made if the director acted in good
faith and not in reckless disregard of the welfare of the Registrant, and in the
best interests of the Registrant. Indemnification is not available where a court
judgment or other final  adjudication  adverse to the director  establishes that
the acts of the director were the result of active and deliberate dishonesty and
were  material  to the  cause  of  action  so  adjudicated,  or  that  he or she
personally  gained a financial  profit or other advantage to which he or she was
not legally entitled.

         Officers  and  directors of the  Registrant  are  presently  covered by
insurance which (with certain  exceptions and certain  limitations)  indemnifies
them against any losses or liabilities  arising from any alleged 'wrongful act',
including breach of duty, neglect, error,  misstatement,  misleading statements,
omissions or other acts done or wrongfully attempted.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.

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 1933 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; (iii) to include any

                                       -4-

<PAGE>



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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  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;  and
(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  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.

         (c) Insofar as indemnification  for liabilities  arising under the 1933
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 Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 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  1933  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 the City of Batesville, and the State of Indiana, on this 7th day
of April, 1998.

                                          HILLENBRAND INDUSTRIES, INC.


                                            By:   /s/ Tom E. Brewer
                                                  ------------------------------
                                                  Tom E. Brewer,
                                                  Senior Vice President, Finance

         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 date indicated.

Signature                                 Title                     Date
---------------------------------      --------------------     ----------------

(1)  Principal Executive Officer:


/s/ W August Hillenbrand               President and Chief
----------------------------             Executive Officer       April 7th, 1998
W August Hillenbrand                   


(2)  Principal Financial Officer:


/s/ Tom E. Brewer                      Senior Vice               April 7th, 1998
----------------------------              President, Finance
Tom E. Brewer               


(3)  Controller or Principal 
        Accounting Officer:

/s/ James D. VanDeVelde                Vice President and        April 7th, 1998
----------------------------              Controller
James D. VanDeVelde         


                                                        S-1



<PAGE>



(4)  A Majority of the Board
      of Directors

                                   )   */s/ Tom E. Brewer
Lawrence R. Burtschy*              )   Tom E. Brewer
Peter F. Coffaro*                  )   As Attorney-in-Fact for the indicated
Edward S. Davis*                   )   persons whose names appear opposite
Leonard Granoff*                   )   pursuant to a power of attorney
John C. Hancock*                   )   executed by such persons and
Daniel A. Hillenbrand*             )   contemporaneously filed with the
W August Hillenbrand*              )   Securities and Exchange Commission
George M. Hillenbrand II*          )
John A. Hillenbrand II*            )
Ray J. Hillenbrand*                )   April 7th, 1998












                                       S-2



<PAGE>



                                INDEX TO EXHIBITS


Exhibit No.                                 Description

5                          Opinion of Mark R. Lindenmeyer as to the legality
                           of the securities being registered

23.1                       Consent of Price Waterhouse LLP

23.2                       Consent of Mark R. Lindenmeyer (included as part of
                           Exhibit 5)

24                         Power of Attorney









                                       E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR HILLENBRAND INDUSTRIES, INC.", "secsgml_size_bytes": 15558}]
{"company-data": {"conformed-name": "HILLENBRAND INDUSTRIES INC", "cik": "0000047518", "assigned-sic": "2590", "irs-number": "351160484", "state-of-incorporation": "IN", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49669", "film-number": "98589873"}, "business-address": {"street1": "1069 STATE ROUTE 46E", "city": "BATESVILLE", "state": "IN", "zip": "47006-9166", "phone": "8129347000"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          HILLENBRAND INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

               Indiana                                    35-1160484
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification No.)
                                   
        700 State Route 46 East                            47006   
         Batesville, Indiana                             (Zip Code)      
(Address of Principal Executive Offices)

               HILLENBRAND INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                              (Full title of plan)

                               Mark R. Lindenmeyer
                                 General Counsel
                          Hillenbrand Industries, Inc.
                             700 State Route 46 East
                            Batesville, Indiana 47006
                     (Name and address of agent for service)
Telephone number, including area code, of agent for service:       812-934-7000

                         CALCULATION OF REGISTRATION FEE
================================================================================

                                      Proposed       Proposed
   Title of                            Maximum        maximum        Amount
  securities          Amount          offering       aggregate         of
     to be             to be          price per      offering     registration
  registered        registered        share (1)      price (1)         fee
Common Stock,      3,000,000 (2)      $61.125     $183,375,000     $54,095.63
without par
value per share
================================================================================

(1)      Estimated  solely to determine  the  registration  fee and based on the
         average of the high and low sales  prices per share of Common  Stock of
         Hillenbrand Industries, Inc. as reported on the New York Stock Exchange
         on April 3, 1998, pursuant to Rule 457(c) and (h).

(2)      Any additional shares of Common Stock to be issued as a result of stock
         dividends,  stock splits, or similar  transactions  shall be covered by
         this Registration Statement as provided in Rule 416.

                                       -1-
PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Hillenbrand Industries, Inc. 1996 Stock Option Plan (the "Plan") as specified in
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (the  "Registration  Statement")
pursuant to Item 3 of Part II hereof),  a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

     (1) The Annual  Report on Form 10-K of  Hillenbrand  Industries,  Inc. (the
"Registrant") for the fiscal year ended November 29, 1997.

         (2) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  by the  Registrant  since
November 29, 1997; and

         (3) The description of the capital stock of the Registrant contained in
the Registrant's  Registration  Statement on Form 8A dated May 17, 1971, and all
amendments or reports filed for the purpose of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be

                                       -2-
incorporated  by reference  into this  Registration  Statement  and to be a part
thereof from the date they are filed.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Chapter 37 of the Indiana  Business  Corporation  Law authorizes  every
Indiana  corporation  to  indemnify  its officers and  directors  under  certain
circumstances against liability incurred in connection with proceedings to which
the officers or directors  are made a party by reason of their  relationship  to
the corporation. Officers and directors may be indemnified where they have acted
in  good  faith,  the  action  taken  was  not  against  the  interests  of  the
corporation,  and the  action  was  lawful or there was no reason or cause to be
believe  the  action  was  unlawful.  Chapter  37 also  requires  every  Indiana
corporation to indemnify any of its officers or directors (unless limited by the
articles of incorporation of the corporation) who were wholly  successful on the
merits or otherwise,  in the defense of any such proceeding,  against reasonable
expenses  incurred in connection  with the  proceeding.  A corporation may also,
under  certain  circumstances,  pay for or  reimburse  the  reasonable  expenses
incurred by an officer or director who is a party to a proceeding  in advance of
final disposition of the proceeding.

         Section 8.6 of the Restated Articles of Incorporation of the Registrant
provides for indemnification of officers and directors against all liability and
reasonable expenses incurred by such person on account of or arising out of that
person's  relationship  to  the  Registrant,  provided  that  the  party  to  be
indemnified  satisfies the  requirements  of Chapter 37 of the Indiana  Business
Corporation Law.

         Chapter 37 states that the indemnification  provided for therein is not
exclusive  of any other  rights to which a person may be entitled  under,  among
other things, any other agreement.  The Registrant entered into  indemnification
agreements   with  its   directors   which  are  broader   than  the   mandatory
indemnification

                                       -3-
provisions of Chapter 37. Generally, the indemnification agreements obligate the
Registrant to indemnify  each director to the full extent  permitted by the laws
of the State of Indiana.  Indemnification is required against judgments,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorneys fees,
actually and  necessarily  incurred in connection with the defense or settlement
of a claim,  made  against the  director by reason of his or her service in such
role for the Registrant.  Indemnification  is made if the director acted in good
faith and not in reckless disregard of the welfare of the Registrant, and in the
best interests of the Registrant. Indemnification is not available where a court
judgment or other final  adjudication  adverse to the director  establishes that
the acts of the director were the result of active and deliberate dishonesty and
were  material  to the  cause  of  action  so  adjudicated,  or  that  he or she
personally  gained a financial  profit or other advantage to which he or she was
not legally entitled.

         Officers  and  directors of the  Registrant  are  presently  covered by
insurance which (with certain  exceptions and certain  limitations)  indemnifies
them against any losses or liabilities  arising from any alleged 'wrongful act',
including breach of duty, neglect, error,  misstatement,  misleading statements,
omissions or other acts done or wrongfully attempted.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.

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 1933 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; (iii) to include any

                                       -4-
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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  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;  and
(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  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.

         (c) Insofar as indemnification  for liabilities  arising under the 1933
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 Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 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  1933  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 the City of Batesville, and the State of Indiana, on this 7th day
of April, 1998.

                                          HILLENBRAND INDUSTRIES, INC.

                                            By:   /s/ Tom E. Brewer
                                                  ------------------------------
                                                  Tom E. Brewer,
                                                  Senior Vice President, Finance

         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 date indicated.

Signature                                 Title                     Date
---------------------------------      --------------------     ----------------

(1)  Principal Executive Officer:

/s/ W August Hillenbrand               President and Chief
----------------------------             Executive Officer       April 7th, 1998
W August Hillenbrand                   

(2)  Principal Financial Officer:

/s/ Tom E. Brewer                      Senior Vice               April 7th, 1998
----------------------------              President, Finance
Tom E. Brewer               

(3)  Controller or Principal 
        Accounting Officer:

/s/ James D. VanDeVelde                Vice President and        April 7th, 1998
----------------------------              Controller
James D. VanDeVelde         

                                                        S-1
(4)  A Majority of the Board
      of Directors

                                   )   */s/ Tom E. Brewer
Lawrence R. Burtschy*              )   Tom E. Brewer
Peter F. Coffaro*                  )   As Attorney-in-Fact for the indicated
Edward S. Davis*                   )   persons whose names appear opposite
Leonard Granoff*                   )   pursuant to a power of attorney
John C. Hancock*                   )   executed by such persons and
Daniel A. Hillenbrand*             )   contemporaneously filed with the
W August Hillenbrand*              )   Securities and Exchange Commission
George M. Hillenbrand II*          )
John A. Hillenbrand II*            )
Ray J. Hillenbrand*                )   April 7th, 1998

                                       S-2
INDEX TO EXHIBITS

Exhibit No.                                 Description

5                          Opinion of Mark R. Lindenmeyer as to the legality
                           of the securities being registered

23.1                       Consent of Price Waterhouse LLP

23.2                       Consent of Mark R. Lindenmeyer (included as part of
                           Exhibit 5)

24                         Power of Attorney

                                       E-1