=================================================================

      As filed with the Securities and Exchange Commission
                        on April 10, 2000.

                                  Registration No. 333-__________


                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                  ----------------------------

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

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

                     TEMTEX INDUSTRIES, INC.
     (Exact name of Registrant as specified in its charter)


                Delaware                        75-1321869
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)         Identification No.)

            5400 LBJ Freeway
               Suite 1375
              Dallas, Texas                        75240
(Address of Principal Executive Offices)        (Zip Code)

                     ----------------------
                  1999 OMNIBUS SECURITIES PLAN
                    (Full title of the plan)

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


       Roger N. Stivers                      Copy to:
    Chief Financial Officer          J. David Washburn, Esq.
       5400 LBJ Freeway                 ARTER & HADDEN LLP
          Suite 1375               1717 Main Street, Suite 4100
         Dallas, Texas              Dallas, Texas  75201-4605
     (Name and address of                 (214) 761-2100
      agent for service)

                         (972) 726-7175
                       (Telephone number,
                      including area code,
                      of agent for service)

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


                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION
                                         Proposed Maximum    Proposed Maximum      Amount of
 Title of Securities    Amount to be    Offering Price Per  Aggregate Offering    Registration
to be Registered (1)     Registered           Share                Price              Fee
--------------------    ------------     ----------------   ------------------  ---------------
<C>                    <S>                     <C>              <C>                  <C>
Common Stock           175,000 shares          (2)              $253,120(2)          $66.82
$.20 par value

</TABLE>

     (1)  The securities to be registered represent shares of
Common Stock reserved for issuance under the 1999 Omnibus
Securities Plan of Temtex Industries, Inc. (the "Plan"). Pursuant
to Rule 416, shares of Common Stock of the Company issuable
pursuant to the exercise of options granted or to be granted
under the Plan in order to prevent dilution resulting from any
future stock split, stock divided or similar transaction, are
also being registered hereunder.

     (2)  Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee as follows:  (i) the
maximum proposed offering price at which outstanding options
under the Plan (91,000 shares of Common Stock) may be exercised
is $148,120 and (ii) the maximum proposed offering price at which
unissued options may be exercised under the Plan (84,000 shares
of Common Stock) is $105,000, calculated on the basis of the
average of the high and low sales prices per share of Common
Stock on the Nasdaq Stock Market's SmallCap Market on April 6,
2000 ($1.25), in accordance with Rule 457(c).

<PAGE>

================================================================

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual
          Information.*

*    Information required by Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration
     Statement in accordance with Rule 428 under the Securities
     Act of 1933, as amended (the "Securities Act"), and the Note
     to Part I of Form S-8.



       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     Temtex Industries, Inc. (the "Company") hereby incorporates
by reference in this Registration Statement the following
documents previously filed or to be filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  the Company's Annual Report on Form 10-K for the fiscal
          year ended August 31, 1999;

     (b)  the Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended November 30, 1999;

     (c)  the description of the Company's common stock, par
          value $.20 per share (the "Common Stock"), contained in
          the Company's Registration Statement on Form 8-A,
          including any amendment or report filed for the purpose
          of updating such description; and

     (d)  all documents filed by the Company with the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Securities Exchange Act of 1934, as amended, subsequent
          to the date of this Registration Statement shall be
          deemed to be incorporated herein by reference and to be
          a part hereof from the date of filing of such documents
          until such time as there shall have been filed a post-
          effective amendment that indicates that all securities
          offered under the Registration Statement have been sold
          or that deregisters all securities remaining unsold at
          the time of the amendment.

     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

                               -2-

<PAGE>

this Registration Statement to the extent that the statement
contained herein or in any subsequently filed document that also
is or is deemed to be incorporated by reference herein, or in any
document forming any part of the Section 10(a) Prospectus to be
delivered to participants in connection with, modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of
Delaware provides generally that a Delaware corporation may
indemnify its directors and officers against expenses, judgments,
fines and settlements actually and reasonably incurred by them in
connection with any civil suit or action, except actions by or in
the right of the corporation, or any administrative or
investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they had
no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense
or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors
and officers against expenses actually and reasonably incurred by
them, if, in connection with the matters in issue, they acted in
good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the corporation.  Section
145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw
provisions and otherwise and to purchase indemnity insurance on
behalf of its directors and officers.

     Article Eleventh of the Registrant's Certificate of
Incorporation provides that no director shall be liable to the
Registrant or its stockholders for monetary damages for breach of
the duty of care to the fullest extent permitted by the General
Corporation Law of the State of Delaware.

     Article Eleventh of the Registrant's Certificate of
Incorporation and Article Seventh, Section 7, of the Registrant's
bylaws provide, in general, that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

     Not applicable.


                               -3-

<PAGE>

Item 8.   Exhibits.
(a)  Exhibits.

       Exhibit         Description
     -----------       -----------------------------------------
         4.1           1999 Omnibus Securities Plan for Temtex
                       Industries, Inc. (the "Plan") (filed herewith)
         4.2           Form of Stock Option Agreement relating to
                       options granted under the Plan (filed herewith)
         5.1           Opinion of Arter & Hadden LLP (filed herewith)
        23.1           Consent of Arter & Hadden LLP (included in
                       their opinion filed as Exhibit 5.1) (filed
                       herewith)
        23.2           Consent of Ernst & Young LLP (filed herewith)

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 clauses (i) and (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 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.


                               -4-

<PAGE>

     B.   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.

     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.


                    [Signature Page Follows]



                               -5-

<PAGE>


                           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 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 Dallas, Texas, on April 6, 2000.

     TEMTEX INDUSTRIES, INC.


                         By:  /s/  R. N. STIVERS
                            ------------------------------------
                              R.N. Stivers
                              Vice President - Finance
                              and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on April 6,
2000.

Signature                       Title
------------------------------  --------------------------------

   /s/ James E. Upfield         Chairman of the Board
------------------------------
James E. Upfield


   /s/ E. R. Buford             Chief Executive Officer, President
------------------------------  and Director (Principal Executive
E. R. Buford                    Officer)


   /s/ R. N. Stivers            Vice President - Finance and Chief
------------------------------  Financial Officer
R. N. Stivers                   (Principal Financial and Accounting
                                Officer)


------------------------------  Director
Richard W. Griner


------------------------------  Director
Joseph V. Mariner, Jr.


   /s/ Larry J. Parsons         Director
------------------------------
Larry J. Parsons


   /s/ Scott K. Upfield         Director
------------------------------
Scott K. Upfield




                               -6-

<PAGE>


                          EXHIBIT INDEX

       Exhibit       Description
     -----------     -------------------------------------------------
         4.1         1999 Omnibus Securities Plan for Temtex
                     Industries, Inc. (the "Plan") (filed herewith)
         4.2         Form of Stock Option Agreement relating to
                     options granted under the Plan (filed herewith)
         5.1         Opinion of Arter & Hadden LLP (filed herewith)
        23.1         Consent of Arter & Hadden LLP (included in their
                     opinion filed as Exhibit 5.1) (filed herewith)
        23.2         Consent of Ernst & Young LLP (filed herewith)








                               -7-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15757}]
{"company-data": {"conformed-name": "TEMTEX INDUSTRIES INC", "cik": "0000110740", "assigned-sic": "3433", "irs-number": "751321869", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34458", "film-number": "597804"}, "business-address": {"street1": "54OO LBJ FREEWAY", "street2": "SUITE 1375", "city": "DALLAS", "state": "TX", "zip": "75240-2602", "phone": "9727267175"}, "mail-address": {"street1": "5400 LBJ FREEWAY", "street2": "SUITE 1375", "city": "DALLAS", "state": "TX", "zip": "75240-2602"}, "former-company": [{"former-conformed-name": "TEXAS CLAY PRODUCTS INC", "date-changed": "19720106"}, {"former-conformed-name": "TEXAS CLAY INDUSTRIES INC", "date-changed": "19711004"}]}
=================================================================

      As filed with the Securities and Exchange Commission
                        on April 10, 2000.

                                  Registration No. 333-__________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                  ----------------------------

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

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

                     TEMTEX INDUSTRIES, INC.
     (Exact name of Registrant as specified in its charter)

                Delaware                        75-1321869
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)         Identification No.)

            5400 LBJ Freeway
               Suite 1375
              Dallas, Texas                        75240
(Address of Principal Executive Offices)        (Zip Code)

                     ----------------------
                  1999 OMNIBUS SECURITIES PLAN
                    (Full title of the plan)

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

       Roger N. Stivers                      Copy to:
    Chief Financial Officer          J. David Washburn, Esq.
       5400 LBJ Freeway                 ARTER & HADDEN LLP
          Suite 1375               1717 Main Street, Suite 4100
         Dallas, Texas              Dallas, Texas  75201-4605
     (Name and address of                 (214) 761-2100
      agent for service)

                         (972) 726-7175
                       (Telephone number,
                      including area code,
                      of agent for service)

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

                 CALCULATION OF REGISTRATION FEE
Common Stock           175,000 shares          (2)              $253,120(2)          $66.82
$.20 par value
(1)  The securities to be registered represent shares of
Common Stock reserved for issuance under the 1999 Omnibus
Securities Plan of Temtex Industries, Inc. (the "Plan"). Pursuant
to Rule 416, shares of Common Stock of the Company issuable
pursuant to the exercise of options granted or to be granted
under the Plan in order to prevent dilution resulting from any
future stock split, stock divided or similar transaction, are
also being registered hereunder.

     (2)  Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee as follows:  (i) the
maximum proposed offering price at which outstanding options
under the Plan (91,000 shares of Common Stock) may be exercised
is $148,120 and (ii) the maximum proposed offering price at which
unissued options may be exercised under the Plan (84,000 shares
of Common Stock) is $105,000, calculated on the basis of the
average of the high and low sales prices per share of Common
Stock on the Nasdaq Stock Market's SmallCap Market on April 6,
2000 ($1.25), in accordance with Rule 457(c).
================================================================

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual
          Information.*

*    Information required by Part I to be contained in the
     Section 10(a) Prospectus is omitted from the Registration
     Statement in accordance with Rule 428 under the Securities
     Act of 1933, as amended (the "Securities Act"), and the Note
     to Part I of Form S-8.

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     Temtex Industries, Inc. (the "Company") hereby incorporates
by reference in this Registration Statement the following
documents previously filed or to be filed with the Securities and
Exchange Commission (the "Commission"):

     (a)  the Company's Annual Report on Form 10-K for the fiscal
          year ended August 31, 1999;

     (b)  the Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended November 30, 1999;

     (c)  the description of the Company's common stock, par
          value $.20 per share (the "Common Stock"), contained in
          the Company's Registration Statement on Form 8-A,
          including any amendment or report filed for the purpose
          of updating such description; and

     (d)  all documents filed by the Company with the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
          Securities Exchange Act of 1934, as amended, subsequent
          to the date of this Registration Statement shall be
          deemed to be incorporated herein by reference and to be
          a part hereof from the date of filing of such documents
          until such time as there shall have been filed a post-
          effective amendment that indicates that all securities
          offered under the Registration Statement have been sold
          or that deregisters all securities remaining unsold at
          the time of the amendment.

     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

                               -2-
this Registration Statement to the extent that the statement
contained herein or in any subsequently filed document that also
is or is deemed to be incorporated by reference herein, or in any
document forming any part of the Section 10(a) Prospectus to be
delivered to participants in connection with, modifies or
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of
Delaware provides generally that a Delaware corporation may
indemnify its directors and officers against expenses, judgments,
fines and settlements actually and reasonably incurred by them in
connection with any civil suit or action, except actions by or in
the right of the corporation, or any administrative or
investigative proceeding if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of the
corporation, and in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they had
no reasonable cause to believe their conduct was unlawful.
Section 145 further provides that in connection with the defense
or settlement of any action by or in the right of the
corporation, a Delaware corporation may indemnify its directors
and officers against expenses actually and reasonably incurred by
them, if, in connection with the matters in issue, they acted in
good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the corporation.  Section
145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw
provisions and otherwise and to purchase indemnity insurance on
behalf of its directors and officers.

     Article Eleventh of the Registrant's Certificate of
Incorporation provides that no director shall be liable to the
Registrant or its stockholders for monetary damages for breach of
the duty of care to the fullest extent permitted by the General
Corporation Law of the State of Delaware.

     Article Eleventh of the Registrant's Certificate of
Incorporation and Article Seventh, Section 7, of the Registrant's
bylaws provide, in general, that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

                               -3-
Item 8.   Exhibits.
(a)  Exhibits.

       Exhibit         Description
     -----------       -----------------------------------------
         4.1           1999 Omnibus Securities Plan for Temtex
                       Industries, Inc. (the "Plan") (filed herewith)
         4.2           Form of Stock Option Agreement relating to
                       options granted under the Plan (filed herewith)
         5.1           Opinion of Arter & Hadden LLP (filed herewith)
        23.1           Consent of Arter & Hadden LLP (included in
                       their opinion filed as Exhibit 5.1) (filed
                       herewith)
        23.2           Consent of Ernst & Young LLP (filed herewith)

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 clauses (i) and (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 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.

                               -4-
B.   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.

     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.

                    [Signature Page Follows]

                               -5-
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 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 Dallas, Texas, on April 6, 2000.

     TEMTEX INDUSTRIES, INC.

                         By:  /s/  R. N. STIVERS
                            ------------------------------------
                              R.N. Stivers
                              Vice President - Finance
                              and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on April 6,
2000.

Signature                       Title
------------------------------  --------------------------------

   /s/ James E. Upfield         Chairman of the Board
------------------------------
James E. Upfield

   /s/ E. R. Buford             Chief Executive Officer, President
------------------------------  and Director (Principal Executive
E. R. Buford                    Officer)

   /s/ R. N. Stivers            Vice President - Finance and Chief
------------------------------  Financial Officer
R. N. Stivers                   (Principal Financial and Accounting
                                Officer)

------------------------------  Director
Richard W. Griner

------------------------------  Director
Joseph V. Mariner, Jr.

   /s/ Larry J. Parsons         Director
------------------------------
Larry J. Parsons

   /s/ Scott K. Upfield         Director
------------------------------
Scott K. Upfield

                               -6-
EXHIBIT INDEX

       Exhibit       Description
     -----------     -------------------------------------------------
         4.1         1999 Omnibus Securities Plan for Temtex
                     Industries, Inc. (the "Plan") (filed herewith)
         4.2         Form of Stock Option Agreement relating to
                     options granted under the Plan (filed herewith)
         5.1         Opinion of Arter & Hadden LLP (filed herewith)
        23.1         Consent of Arter & Hadden LLP (included in their
                     opinion filed as Exhibit 5.1) (filed herewith)
        23.2         Consent of Ernst & Young LLP (filed herewith)

                               -7-