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<TITLE>     S-8
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<P ALIGN=RIGHT><B> REGISTRATION NO. 333-</B><BR>

<HR SIZE=1 WIDTH=45%>

<P ALIGN=CENTER><FONT SIZE=3><B>SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT SIZE=1>Washington, D.C. 20549</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM S-8<BR>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ORION POWER HOLDINGS, INC.</B></FONT><BR>
<FONT SIZE=1>(Exact name of registrant as specified in its charter)</FONT></P>

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<TD WIDTH=15% ALIGN=LEFT></TD>
<TD WIDTH=30% ALIGN=CENTER>      <B>DELAWARE</B><BR>
                                    (State or other jurisdiction<BR>
                                   of incorporation or organization)  </TD>
<TD WIDTH=30% ALIGN=CENTER><B>52-2087649</B><BR>
(I.R.S. employer<BR>
identification no.) </TD>
<TD WIDTH=15% ALIGN=LEFT></TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT SIZE=3><B>7 East Redwood Street<BR>
10<SUP><FONT SIZE=1>th</FONT></SUP>Floor<BR>
Baltimore, Maryland 21202<BR>
(410) 230-3500</B></FONT></P>
<P ALIGN=CENTER><FONT SIZE=1>(Address of Registrant's principal executive offices)</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>1998 Stock Incentive Plan<BR>
of Orion Power Holdings, Inc.</B><BR>
(Full title of the plan)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>W. Thaddeus Miller, Esq.<BR>
Executive Vice President and Chief Legal Officer<BR>
Orion Power Holdings, Inc.<BR>
7 East Redwood Street<BR>
10<SUP><FONT SIZE=1>th</FONT></SUP> Floor<BR>
Baltimore, Maryland 21202<BR>
(410) 230-3500</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>(Name, address, including zip code, and telephone number,<BR>
including area code, of Registrant&#146;s agent for service)
</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B><I>COPIES TO:</I><BR>
Martin H. Neidell, Esq.<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane, 35<SUP><FONT SIZE=1>th</FONT></SUP> Floor<BR>
New York, New York 10038<BR>
(212) 806-5400</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>CALCULATION OF REGISTRATION FEE</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=1 CELLSPACING=1 BORDER=1 NOSHADE>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>
 <B> TITLE OF EACH CLASS OF<BR>
 SECURITIES TO BE<BR>
 REGISTERED</B> </FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1><BR>
<B>AMOUNT TO BE REGISTERED</B> </FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1><B> PROPOSED MAXIMUM<BR>
OFFERING PRICE PER<BR>
 SHARE(1) </B> </FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1><B>PROPOSED MAXIMUM<BR>
AGGREGATE OFFERING <BR>
PRICE(1) </B></FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1><BR>
<B>AMOUNT OF REGISTRATION FEE</B>
</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>Common Stock, $.01 par value
</FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>7,500,000 shares (2)</FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1> $28.76</FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>$215,700,000 </FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>$53,925  </FONT></TD>
</TR>
</TABLE>
<HR SIZE=1>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>Associated Rights to<BR>
                                      Purchase Series A Junior<BR>
                                      Participating Preferred<BR>
                                      Stock
                                      </FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1>7,500,000 (2)</FONT></TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1></FONT>(3)</TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1></FONT>(3) </TD>
<TD WIDTH=20% ALIGN=LEFT><FONT SIZE=1></FONT>(3)</TD>
</TR>
</TABLE>
<HR SIZE=1>


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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low price for a share of
Common Stock of Registrant as reported on the New York Stock Exchange on
May 8, 2001.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
There are also being registered hereunder such additional shares as may be
issued pursuant to the anti-dilution provisions of the 1998 Stock Incentive Plan
described herein.</FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=3>(3)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The Associated Rights to purchase Series A Junior Participating Preferred Stock
(the &#147;Rights&#148;) are attached to and trade with the shares of Common
Stock. No additional consideration, other than that which is otherwise payable
for the Common Stock, is payable with respect to the Rights.</FONT></TD>
</TR>
</TABLE>
<BR>


<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>PART I</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT></P>

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<TD WIDTH=5%><FONT SIZE=3>Note:</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The documents containing the information specified in this Part I will be sent
or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the &#147;Act&#148;). Such documents need
not be filed with the Securities and Exchange Commission (the
&#147;Commission&#148;) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Act.
See Rule 428(a)(i) under the Act.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Registration Statement on Form S-8 of Orion Power Holdings, Inc., a Delaware
corporation (the &#147;Registrant&#148;), covers 7,500,000 shares of the
Registrant&#146;s common stock, par value $.01 per share (the &#147;Common
Stock&#148;) and the Rights which are attached to and trade with the Common
Stock, reserved for issuance under the 1998 Stock Incentive Plan of Orion Power
Holdings, Inc. (the &#147;Plan&#148;). </FONT></P>


<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>PART II</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 3. Incorporation of Documents by Reference.</B></FONT></P>


<P><FONT SIZE=3>The following documents heretofore filed by the Registrant with the Commission
are incorporated herein by reference:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant&#146;s Annual Report on Form 10-K for the
year ended December 31, 2000 filed with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;).
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Prospectus dated November 13,
2000 filed pursuant to Rule 424(b) under the Act (Registration Statement No.
333-44118).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 1 of the
Registrant&#146;s Registration Statement on Form 8-A, filed August 21, 2000 to
register the Registrant&#146;s Common Stock and Rights pursuant to Section 12(b)
of the Exchange Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 4. Description of Securities.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not applicable.</FONT></P>

<P><FONT SIZE=3><B>ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Various members of Stroock &amp; Stroock &amp; Lavan LLP are beneficial owners of shares
of the Registrant's Common Stock.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 6. Indemnification of Directors and Officers.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Orion
Power Holdings, Inc. is incorporated under the laws of the State of Delaware.
Section 145 (&#147;Section 145&#148;) of Title 8 of the Delaware Code gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys&#146; fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person&#146;s conduct was unlawful. Section 145 also gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys&#146; fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, Section 145 states that, to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys&#146; fees) actually and reasonably incurred by
such person in connection therewith. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
145 further authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Orion Power's Bylaws provide for the indemnification of officers and directors
to the fullest extent permitted by the General Corporation Law.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All of Orion Power's directors and officers will be covered by insurance
policies against certain liabilities for actions taken in their capacities as
such, including liabilities under the Securities Act of 1933, as amended.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 7. Exemption from Registration Claimed.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 8. Exhibits.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><U>Exhibit No</U></TD>
<TD WIDTH=90% ALIGN=LEFT><U>Description</U>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT>5<BR>
                         <BR>
                         23.1<BR>
                         <BR>
                         23.2<BR>
                         <BR>
                         24</TD>
<TD WIDTH=90% ALIGN=LEFT>
Opinion of Stroock &amp; Stroock &amp; Lavan LLP.<BR>
<BR>
Consent of Arthur Andersen LLP.<BR>
<BR>
Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5 to this Registration
Statement).<BR>
<BR>
Power of Attorney (included on the signature page to this Registration Statement).
</TD>
</TR>
</TABLE>


<P ALIGN=LEFT><FONT SIZE=3><B>Item 9. Undertakings.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes:</FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any prospectus required by Section 10(a)(3) of the
Act;</FONT></P><BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration Fee&#148;
table in the effective registration statement. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change of such
information in the registration statement; </FONT></P>

<P><FONT SIZE=3><I>provided, however</I>, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 <I>bona fide</I> offering
thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant&#146;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&#146;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 <I>bona fide</I> offering thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the 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 Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue. </FONT></P>


<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Baltimore, State of Maryland, on May 9, 2001. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50% ALIGN=LEFT>ORION POWER HOLDINGS, INC.<BR>
<BR>
<BR>
By:&nbsp;<U>/s/ Jack A. Fusco&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jack A. Fusco<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer
</TD>
</TR>
</TABLE>



<P ALIGN=CENTER><FONT SIZE=3>POWER OF ATTORNEY</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear below
appoints and constitutes Jack A. Fusco, Scott B. Helm and W. Thaddeus Miller 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 execute any and all amendments to the within
Registration Statement, including post-effective amendments, and to file the
same, together with all exhibits thereto, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
below and as of the dates indicated. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>SIGNATURE </U> </TD>
<TD WIDTH=50% ALIGN=LEFT><U>TITLE</U> </TD>
<TD WIDTH=20% ALIGN=LEFT> <U>DATE</U></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/&nbsp;Jack A. Fusco&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Jack A. Fusco</TD>
<TD WIDTH=50% ALIGN=LEFT>Chief Executive Officer, President and Director<BR>
(Principal Executive Officer)
</TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Scott B. Helm&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Scott B. Helm
</TD>
<TD WIDTH=50% ALIGN=LEFT>Executive Vice President and Chief Financial<BR>
Officer (Principal Financial and Accounting Officer)
</TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Frederic V. Salerno&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;</U><BR>
Frederic V. Salerno
</TD>
<TD WIDTH=50% ALIGN=LEFT>Chairman of the Board of Directors </TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Edward A. Cooke&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Edward A. Crooke </TD>
<TD WIDTH=50% ALIGN=LEFT>Director </TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Richard A. Friedman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Richard A. Friedman </TD>
<TD WIDTH=50% ALIGN=LEFT>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Tsutomu Kajita&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Tsutomu Kajita</TD>
<TD WIDTH=50% ALIGN=LEFT> Director  </TD>
<TD WIDTH=20% ALIGN=LEFT> May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Douglas F. Londal&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Douglas F. Londal</TD>
<TD WIDTH=50% ALIGN=LEFT>Director </TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>/s/Cheryl D. Mills&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
                         Cheryl D. Mills</TD>
<TD WIDTH=50% ALIGN=LEFT>Director</TD>
<TD WIDTH=20% ALIGN=LEFT>May 9, 2001</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Terence M. O'Toole
</TD>
<TD WIDTH=50% ALIGN=LEFT>Director</TD>
<TD WIDTH=20% ALIGN=LEFT>April ___, 2001</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=30% ALIGN=LEFT><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Vincent Tese
</TD>
<TD WIDTH=50% ALIGN=LEFT>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>April ___, 2001</TD>
</TR>
</TABLE>
<BR>
<PAGE>


<P ALIGN=CENTER><FONT SIZE=3><B>EXHIBIT INDEX</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Exhibit Page</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><B>Number<BR>
                         <U>Exhibit No</U></B>

</TD>
<TD WIDTH=80% ALIGN=LEFT><B><U>Description</U></B> </TD>
<TD WIDTH=10% ALIGN=LEFT><U><B>Page<BR>
Number</B></U>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><U>Exhibit No</U></TD>
<TD WIDTH=80% ALIGN=LEFT><U>Description</U></TD>
<TD WIDTH=10% ALIGN=LEFT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT>5<BR>
<BR>
23.1<BR>
<BR>
23.2<BR>
<BR>
<BR>
24
</TD>
<TD WIDTH=80% ALIGN=LEFT>Opinion of Stroock &amp; Stroock &amp; Lavan LLP<BR>
<BR>
Consent of Arthur Andersen LLP.<BR>
<BR>
Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5
to this Registration Statement).<BR>
<BR>
Power of Attorney (included on signature page to this Registration
Statement).<BR></TD>
<TD WIDTH=10% ALIGN=LEFT></TD>
</TR>
</TABLE>
</BODY>
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S-8
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ORION POWER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
52-2087649
(I.R.S. employer
identification no.)
7 East Redwood Street
10
th
Floor
Baltimore, Maryland 21202
(410) 230-3500
(Address of Registrant's principal executive offices)
1998 Stock Incentive Plan
of Orion Power Holdings, Inc.
(Full title of the plan)
W. Thaddeus Miller, Esq.
Executive Vice President and Chief Legal Officer
Orion Power Holdings, Inc.
7 East Redwood Street
10
th
Floor
Baltimore, Maryland 21202
(410) 230-3500
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
COPIES TO:
Martin H. Neidell, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane, 35
th
Floor
New York, New York 10038
(212) 806-5400
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF
SECURITIES TO BE
REGISTERED
AMOUNT TO BE REGISTERED
PROPOSED MAXIMUM
OFFERING PRICE PER
SHARE(1)
PROPOSED MAXIMUM
AGGREGATE OFFERING
PRICE(1)
AMOUNT OF REGISTRATION FEE
Common Stock, $.01 par value
7,500,000 shares (2)
$28.76
$215,700,000
$53,925
Associated Rights to
Purchase Series A Junior
Participating Preferred
Stock
7,500,000 (2)
(3)
(3)
(3)
(1)
Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457(c) on the basis of the average of the high and low price for a share of
Common Stock of Registrant as reported on the New York Stock Exchange on
May 8, 2001.
(2)
There are also being registered hereunder such additional shares as may be
issued pursuant to the anti-dilution provisions of the 1998 Stock Incentive Plan
described herein.
(3)
The Associated Rights to purchase Series A Junior Participating Preferred Stock
(the "Rights") are attached to and trade with the shares of Common
Stock. No additional consideration, other than that which is otherwise payable
for the Common Stock, is payable with respect to the Rights.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note:
The documents containing the information specified in this Part I will be sent
or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Act"). Such documents need
not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Act.
See Rule 428(a)(i) under the Act.
This
Registration Statement on Form S-8 of Orion Power Holdings, Inc., a Delaware
corporation (the "Registrant"), covers 7,500,000 shares of the
Registrant's common stock, par value $.01 per share (the "Common
Stock") and the Rights which are attached to and trade with the Common
Stock, reserved for issuance under the 1998 Stock Incentive Plan of Orion Power
Holdings, Inc. (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Registrant with the Commission
are incorporated herein by reference:
(a)
      The Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000 filed with the Commission pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b)      The Registrant's Prospectus dated November 13,
2000 filed pursuant to Rule 424(b) under the Act (Registration Statement No.
333-44118).
(c)
     Item 1 of the
Registrant's Registration Statement on Form 8-A, filed August 21, 2000 to
register the Registrant's Common Stock and Rights pursuant to Section 12(b)
of the Exchange Act.
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
Various members of Stroock & Stroock & Lavan LLP are beneficial owners of shares
of the Registrant's Common Stock.
Item 6. Indemnification of Directors and Officers.
Orion
Power Holdings, Inc. is incorporated under the laws of the State of Delaware.
Section 145 ("Section 145") of Title 8 of the Delaware Code gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. Section 145 also gives a corporation power
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Also, Section 145 states that, to the extent that a present
or former director or officer of a corporation has been successful on the merits
or otherwise in defense of any such action, suit or proceeding, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.
Section
145 further authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Orion Power's Bylaws provide for the indemnification of officers and directors
to the fullest extent permitted by the General Corporation Law.
All of Orion Power's directors and officers will be covered by insurance
policies against certain liabilities for actions taken in their capacities as
such, including liabilities under the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No
Description
5
23.1
23.2
24
Opinion of Stroock & Stroock & Lavan LLP.
Consent of Arthur Andersen LLP.
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5 to this Registration
Statement).
Power of Attorney (included on the signature page to this Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1)           To file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
(i)   
       
To include any prospectus required by Section 10(a)(3) of the
Act;
(ii)   
       
To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii)   
       
To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change of 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-3, Form S-8
or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2)      That, for the purpose
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering
thereof.
(3)      To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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.
Insofar
as indemnification for liabilities arising under the 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 Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Baltimore, State of Maryland, on May 9, 2001.
ORION POWER HOLDINGS, INC.
By:
/s/ Jack A. Fusco
Jack A. Fusco
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear below
appoints and constitutes Jack A. Fusco, Scott B. Helm and W. Thaddeus Miller 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 execute any and all amendments to the within
Registration Statement, including post-effective amendments, and to file the
same, together with all exhibits thereto, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated
below and as of the dates indicated.
SIGNATURE
TITLE
DATE
/s/ Jack A. Fusco
Jack A. Fusco
Chief Executive Officer, President and Director
(Principal Executive Officer)
May 9, 2001
/s/Scott B. Helm
Scott B. Helm
Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
May 9, 2001
/s/Frederic V. Salerno
Frederic V. Salerno
Chairman of the Board of Directors
May 9, 2001
/s/Edward A. Cooke
Edward A. Crooke
Director
May 9, 2001
/s/Richard A. Friedman
Richard A. Friedman
Director
May 9, 2001
/s/Tsutomu Kajita
Tsutomu Kajita
Director
May 9, 2001
/s/Douglas F. Londal
Douglas F. Londal
Director
May 9, 2001
/s/Cheryl D. Mills
Cheryl D. Mills
Director
May 9, 2001
Terence M. O'Toole
Director
April ___, 2001
Vincent Tese
Director
April ___, 2001
EXHIBIT INDEX
Exhibit Page
Number
Exhibit No
Description
Page
Number
Exhibit No
Description
5
23.1
23.2
24
Opinion of Stroock & Stroock & Lavan LLP
Consent of Arthur Andersen LLP.
Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5
to this Registration Statement).
Power of Attorney (included on signature page to this Registration
Statement).