<PAGE>   1
   As filed with the Securities and Exchange Commission on September 6, 2000

                                             Registration No. 333-______________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------



                           KING PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

      TENNESSEE                                          54-1684963
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                501 Fifth Street
                            Bristol, Tennessee 37620
                    (Address of principal executive offices)


                           1998 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                            (Full Title of the Plan)


                                 John M. Gregory
                                501 Fifth Street
                            Bristol, Tennessee 37620
                                 (423) 989-8000
            (Name, address and telephone number of agent for service)


                                (with copies to:)
                                 Linda M. Crouch
                       Baker, Donelson, Bearman & Caldwell
                         207 Mockingbird Lane, 3rd Floor
                          Johnson City, Tennessee 37604


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================================
                                                                                 PROPOSED MAXIMUM
                                                              PROPOSED MAXIMUM       AGGREGATE          AMOUNT OF
                                              AMOUNT TO BE     OFFERING PRICE         OFFERING         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED          REGISTERED(1)       PER SHARE             PRICE              FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                <C>                   <C>
Common stock issuable upon exercise
  of outstanding options, no par
  value, including preferred stock
  purchase rights .....................           165,000         $18.37(2)          $ 3,031,050          $  800

Common stock reserved for grant of
  additional options, no par value,
  including preferred stock purchase
  rights ..............................           510,000         $34.75(3)          $17,722,500          $4,678

                 TOTAL ................           675,000                                                 $5,478
=====================================================================================================================
</TABLE>

(1)      This Registration Statement on Form S-8 (the "Registration Statement")
         shall also cover any additional shares of Common Stock which become
         issuable under any of the Plans being registered pursuant to this
         Registration Statement by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction effected without the
         receipt of consideration which results in an increase in the number of
         the Registrant's outstanding shares of Common Stock.

(2)      Computed in accordance with Rule 457(h) under the Securities Act of
         1933, as amended (the "Securities Act") solely for the purpose of
         calculating the registration fee. Computation based on the weighted
         average per share exercise price (rounded to nearest cent) of
         outstanding options under the referenced plan, the shares issuable
         under which are registered hereby.

(3)      Estimated in accordance with Rule 457(c) under the Securities Act
         solely for the purpose of calculating the registration fee. The
         computation with respect to unissued options is based upon the average
         of the high and low sale prices of the common stock as reported on the
         New York Stock Exchange on August 31, 2000.





<PAGE>   2

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:

         1.       The Registrant's Annual Report on Form 10-K, filed March 30,
                  2000 for the year ended December 31, 1999 (excluding the
                  financial statements which were restated on a Current Report
                  on Form 8-K filed June 23, 2000).

         2.       The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 2000 and June 30, 2000.

         3.       The Registrant's Current Reports on Form 8-K filed February
                  28, April 20, April 21, June 23, June 30, July 18 and
                  September 1, 2000.

         4.       The description of the Common Stock contained in the Company's
                  Registration Statement on Form S-1, Registration Number
                  333-38753 filed on October 24, 1997 with the Commission
                  pursuant to the Securities Act of 1933, as amended.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         No response to this item is required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         No response to this item is required.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Tennessee Business Corporation Act (the "Act") provides financial
protection by the corporation for its directors, officers and employees against
liabilities and expenses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) incurred by them in
proceedings arising out of their position with the corporation.

         Under the Act's permissive indemnification provisions, a corporation
has the authority to indemnify a director against liability incurred in a
proceeding if the director conducted himself in good faith and in a manner he
reasonably believed to be in the corporation's best interests. In the case of
criminal proceedings, the director must have no reasonable cause to believe his
conduct was unlawful. Permissive indemnification is allowed even if the director
is not wholly successful in the proceeding. Indemnification is, however,
prohibited in derivative actions in which the director is adjudged liable and in
situations in which the director is found liable on the basis that a personal
benefit was improperly received by him. The Act also provides that unless
limited by its charter, a corporation must indemnify a director who is wholly
successful on the merits or otherwise in the defense of a proceeding against
reasonable expenses incurred in connection with the proceeding. In addition to
providing indemnification for liabilities for which the director




<PAGE>   3

is held liable, the Act also provides that a corporation may advance expenses
incurred by a director if the director can furnish a written statement of his
good faith belief that he acted in an appropriate manner and undertakes to repay
the amount advanced if it is ultimately determined that he was not entitled to
indemnification.

         The Act contains provisions extending indemnification to officers,
employees and agents of the corporation. The Act states that a corporation may
also indemnify and advance expenses to an officer, employee or agent who is not
a director to the extent consistent with public policy, that may be provided by
its charter, bylaws, general or specific action of its board of directors or
contract.

         The Company's Charter and Bylaws provide for indemnification of
directors, officers, employees and agents to the fullest extent allowed for by
Tennessee law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No response to this item is required.

ITEM 8.  EXHIBITS

Exhibit
Number   Description
------   -----------

4.1      Second Amended and Restated Charter of King Pharmaceuticals, Inc.
         (incorporated herein by reference from Exhibit 3.1(a) of the Company's
         Registration Statement on Form S-1, Registration Number 333-38753 filed
         on October 24, 1997 with the Commission pursuant to the Securities Act
         of 1933, as amended).

4.2      Articles of Amendment to the Second Amended and Restated Charter of
         King Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit
         3.1 of the Company's Quarterly Report on Form 10-Q for the period ended
         June 30, 2000, filed with the Commission on August 14, 2000).

4.3      Amended and Restated Bylaws of King Pharmaceuticals, Inc. (incorporated
         herein by reference from Exhibit 3.2(a) of the Company's Registration
         Statement on Form S-1, Registration Number 333-38753 filed on October
         24, 1997 with the Commission pursuant to the Securities Act of 1933, as
         amended).

4.4      Form of Rights Agreement by and between King Pharmaceuticals, Inc. and
         Union Planters National Bank (incorporated herein by reference from
         Exhibit 4.2 of the Company's Registration Statement on Form S-1,
         Registration Number 333-38753 filed on October 24, 1997 with the
         Commission pursuant to the Securities Act of 1933, as amended).

4.5      King Pharmaceuticals, Inc. 1998 Non-Employee Director Stock Option
         Plan.

5        Opinion of Baker, Donelson, Bearman & Caldwell

23.1     Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5
         hereof).

23.2     Consent of PricewaterhouseCoopers LLP.

24       Power of attorney (contained in the signature page hereof).




                                      - 3 -


<PAGE>   4

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 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.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 Act"), each such posteffective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for the 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 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.




                                      - 4 -


<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirement 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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, State of Tennessee, on September 6, 2000.


                                    KING PHARMACEUTICALS, INC.



                                    By: /s/ John M. Gregory
                                        ----------------------------------------
                                        John M. Gregory
                                        Chairman of the Board and
                                        Chief Executive Officer



                                    By: /s/ Brian G. Shrader
                                        ----------------------------------------
                                        Brian G. Shrader
                                        Chief Financial Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John M. Gregory, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
Signature                       Title                                      Date
---------                       -----                                      ----

<S>                             <C>                                        <C>
/s/ John M. Gregory             Chairman of the Board and Chief            September 6, 2000
-----------------------------   Executive Officer
John M. Gregory


/s/ Joseph R. Gregory           Vice Chairman of the Board                 September 6, 2000
-----------------------------   and Director
Joseph R. Gregory


-----------------------------   President and Director                     September __, 2000
Jefferson J. Gregory


-----------------------------   President, International Division,         September __, 2000
Ernest C. Bourne                and Director


/s/ Richard C. Williams         Vice Chairman of the Board                 September 6, 2000
-----------------------------   and Director
Richard C. Williams


/s/ Earnest W. Deavenport, Jr.   Director                                   September 6, 2000
-----------------------------
Earnest W. Deavenport, Jr.

/s/ Frank W. DeFriece, Jr.       Director                                   September 6, 2000
-----------------------------
Frank W. DeFriece, Jr.

/s/ G. Andrew Franz              Director                                   September 6, 2000
-----------------------------
G. Andrew Franz

-----------------------------    Director                                   September __, 2000
D. Gregory Rooker
</TABLE>
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{"company-data": {"conformed-name": "KING PHARMACEUTICALS INC", "cik": "0001047699", "assigned-sic": "2834", "irs-number": "541684963", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45276", "film-number": "717604"}, "business-address": {"street1": "501 FIFTH ST", "city": "BRISTOL", "state": "TN", "zip": "37620", "phone": "4239898000"}, "mail-address": {"street1": "501 FIFTH ST", "city": "BRISTOL", "state": "TN", "zip": "37620"}}
1
   As filed with the Securities and Exchange Commission on September 6, 2000

                                             Registration No. 333-______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                           KING PHARMACEUTICALS, INC.
             (Exact name of registrant as specified in its charter)

      TENNESSEE                                          54-1684963
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                501 Fifth Street
                            Bristol, Tennessee 37620
                    (Address of principal executive offices)

                           1998 NON-EMPLOYEE DIRECTOR
                                STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 John M. Gregory
                                501 Fifth Street
                            Bristol, Tennessee 37620
                                 (423) 989-8000
            (Name, address and telephone number of agent for service)

                                (with copies to:)
                                 Linda M. Crouch
                       Baker, Donelson, Bearman & Caldwell
                         207 Mockingbird Lane, 3rd Floor
                          Johnson City, Tennessee 37604

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                                                 PROPOSED MAXIMUM
                                                              PROPOSED MAXIMUM       AGGREGATE          AMOUNT OF
                                              AMOUNT TO BE     OFFERING PRICE         OFFERING         REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED          REGISTERED(1)       PER SHARE             PRICE              FEE
---------------------------------------------------------------------------------------------------------------------
Common stock issuable upon exercise
  of outstanding options, no par
  value, including preferred stock
  purchase rights .....................           165,000         $18.37(2)          $ 3,031,050          $  800

Common stock reserved for grant of
  additional options, no par value,
  including preferred stock purchase
  rights ..............................           510,000         $34.75(3)          $17,722,500          $4,678

                 TOTAL ................           675,000                                                 $5,478
=====================================================================================================================
(1)      This Registration Statement on Form S-8 (the "Registration Statement")
         shall also cover any additional shares of Common Stock which become
         issuable under any of the Plans being registered pursuant to this
         Registration Statement by reason of any stock dividend, stock split,
         recapitalization or any other similar transaction effected without the
         receipt of consideration which results in an increase in the number of
         the Registrant's outstanding shares of Common Stock.

(2)      Computed in accordance with Rule 457(h) under the Securities Act of
         1933, as amended (the "Securities Act") solely for the purpose of
         calculating the registration fee. Computation based on the weighted
         average per share exercise price (rounded to nearest cent) of
         outstanding options under the referenced plan, the shares issuable
         under which are registered hereby.

(3)      Estimated in accordance with Rule 457(c) under the Securities Act
         solely for the purpose of calculating the registration fee. The
         computation with respect to unissued options is based upon the average
         of the high and low sale prices of the common stock as reported on the
         New York Stock Exchange on August 31, 2000.
2

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:

         1.       The Registrant's Annual Report on Form 10-K, filed March 30,
                  2000 for the year ended December 31, 1999 (excluding the
                  financial statements which were restated on a Current Report
                  on Form 8-K filed June 23, 2000).

         2.       The Registrant's Quarterly Reports on Form 10-Q for the
                  quarters ended March 31, 2000 and June 30, 2000.

         3.       The Registrant's Current Reports on Form 8-K filed February
                  28, April 20, April 21, June 23, June 30, July 18 and
                  September 1, 2000.

         4.       The description of the Common Stock contained in the Company's
                  Registration Statement on Form S-1, Registration Number
                  333-38753 filed on October 24, 1997 with the Commission
                  pursuant to the Securities Act of 1933, as amended.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         No response to this item is required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         No response to this item is required.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Tennessee Business Corporation Act (the "Act") provides financial
protection by the corporation for its directors, officers and employees against
liabilities and expenses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) incurred by them in
proceedings arising out of their position with the corporation.

         Under the Act's permissive indemnification provisions, a corporation
has the authority to indemnify a director against liability incurred in a
proceeding if the director conducted himself in good faith and in a manner he
reasonably believed to be in the corporation's best interests. In the case of
criminal proceedings, the director must have no reasonable cause to believe his
conduct was unlawful. Permissive indemnification is allowed even if the director
is not wholly successful in the proceeding. Indemnification is, however,
prohibited in derivative actions in which the director is adjudged liable and in
situations in which the director is found liable on the basis that a personal
benefit was improperly received by him. The Act also provides that unless
limited by its charter, a corporation must indemnify a director who is wholly
successful on the merits or otherwise in the defense of a proceeding against
reasonable expenses incurred in connection with the proceeding. In addition to
providing indemnification for liabilities for which the director
3

is held liable, the Act also provides that a corporation may advance expenses
incurred by a director if the director can furnish a written statement of his
good faith belief that he acted in an appropriate manner and undertakes to repay
the amount advanced if it is ultimately determined that he was not entitled to
indemnification.

         The Act contains provisions extending indemnification to officers,
employees and agents of the corporation. The Act states that a corporation may
also indemnify and advance expenses to an officer, employee or agent who is not
a director to the extent consistent with public policy, that may be provided by
its charter, bylaws, general or specific action of its board of directors or
contract.

         The Company's Charter and Bylaws provide for indemnification of
directors, officers, employees and agents to the fullest extent allowed for by
Tennessee law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No response to this item is required.

ITEM 8.  EXHIBITS

Exhibit
Number   Description
------   -----------

4.1      Second Amended and Restated Charter of King Pharmaceuticals, Inc.
         (incorporated herein by reference from Exhibit 3.1(a) of the Company's
         Registration Statement on Form S-1, Registration Number 333-38753 filed
         on October 24, 1997 with the Commission pursuant to the Securities Act
         of 1933, as amended).

4.2      Articles of Amendment to the Second Amended and Restated Charter of
         King Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit
         3.1 of the Company's Quarterly Report on Form 10-Q for the period ended
         June 30, 2000, filed with the Commission on August 14, 2000).

4.3      Amended and Restated Bylaws of King Pharmaceuticals, Inc. (incorporated
         herein by reference from Exhibit 3.2(a) of the Company's Registration
         Statement on Form S-1, Registration Number 333-38753 filed on October
         24, 1997 with the Commission pursuant to the Securities Act of 1933, as
         amended).

4.4      Form of Rights Agreement by and between King Pharmaceuticals, Inc. and
         Union Planters National Bank (incorporated herein by reference from
         Exhibit 4.2 of the Company's Registration Statement on Form S-1,
         Registration Number 333-38753 filed on October 24, 1997 with the
         Commission pursuant to the Securities Act of 1933, as amended).

4.5      King Pharmaceuticals, Inc. 1998 Non-Employee Director Stock Option
         Plan.

5        Opinion of Baker, Donelson, Bearman & Caldwell

23.1     Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5
         hereof).

23.2     Consent of PricewaterhouseCoopers LLP.

24       Power of attorney (contained in the signature page hereof).

                                      - 3 -
4

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 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.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "1933 Act"), each such posteffective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for the 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 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.

                                      - 4 -
5
                                   SIGNATURES

         Pursuant to the requirement 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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, State of Tennessee, on September 6, 2000.

                                    KING PHARMACEUTICALS, INC.

                                    By: /s/ John M. Gregory
                                        ----------------------------------------
                                        John M. Gregory
                                        Chairman of the Board and
                                        Chief Executive Officer

                                    By: /s/ Brian G. Shrader
                                        ----------------------------------------
                                        Brian G. Shrader
                                        Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John M. Gregory, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                       Title                                      Date
---------                       -----                                      ----
/s/ John M. Gregory             Chairman of the Board and Chief            September 6, 2000
-----------------------------   Executive Officer
John M. Gregory

/s/ Joseph R. Gregory           Vice Chairman of the Board                 September 6, 2000
-----------------------------   and Director
Joseph R. Gregory

-----------------------------   President and Director                     September __, 2000
Jefferson J. Gregory

-----------------------------   President, International Division,         September __, 2000
Ernest C. Bourne                and Director

/s/ Richard C. Williams         Vice Chairman of the Board                 September 6, 2000
-----------------------------   and Director
Richard C. Williams

/s/ Earnest W. Deavenport, Jr.   Director                                   September 6, 2000
-----------------------------
Earnest W. Deavenport, Jr.

/s/ Frank W. DeFriece, Jr.       Director                                   September 6, 2000
-----------------------------
Frank W. DeFriece, Jr.

/s/ G. Andrew Franz              Director                                   September 6, 2000
-----------------------------
G. Andrew Franz

-----------------------------    Director                                   September __, 2000
D. Gregory Rooker