1
                                                                     Exhibit 8.1



                       [Letterhead of Sullivan & Cromwell]         
                                                               


                                                                 March 10, 1999


SAI Deferred Compensation Holdings, Inc.,
     70 Pine Street,
          New York, New York 10270.

Ladies and Gentlemen:

     As counsel to SAI Deferred Compensation Holdings, Inc., we hereby confirm 
to you our opinion as set forth under the heading "Certain Federal Income Tax 
Consequences" in the Prospectus which forms a part of the Registration 
Statement to which this opinion is filed as an exhibit, subject to the 
limitations set forth therein.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to us under the heading "Certain 
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we 
do not thereby admit that we are in the category of persons whose consent is 
required under Section 7 of the Securities Act of 1933.

                                                          Very truly yours,


                                                      /S/ Sullivan & Cromwell