<PAGE>   1





      As filed with the Securities and Exchange Commission on May 12, 1994
                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                         HAVERTY FURNITURE COMPANIES, INC.   
   ------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

               Maryland                               58-0821900
      ---------------------------------    -------------------------------
      (State or other jurisdiction         (I.R.S. Employer Identification
      of incorporation or organization)                Number)

   866 West Peachtree Street, N.W., Atlanta, Georgia         30308     
   -----------------------------------------------------------------------
   (Address of Principal Executive Offices)                (Zip Code)

                      1993 NON-QUALIFIED STOCK OPTION PLAN    
                      ------------------------------------
                            (Full Title of the Plan)

                                 RAWSON HAVERTY
                             Chairman of the Board
                        866 West Peachtree Street, N.W.
                            Atlanta, Georgia  30308
                                 (404) 881-1911             
                  -------------------------------------------
                  (Name, address, telephone number, including
                        area code, of agent for service)
                         ------------------------------
                              Copies Requested to:
                             Helen T. Ferraro, Esq.
                           Smith, Gambrell & Russell
                           3343 Peachtree Road, N.E.
                             Suite 1800, East Tower
                          Atlanta, Georgia  30326-1010
                                 (404) 264-2620    

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

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                  Proposed Maximum            Proposed Maximum
 Title of Securities       Amount to be          Offering Price Per         Aggregate Offering            Amount of
   to be Registered         Registered                Share(1)                    Price(1)             Registration Fee
   ----------------         ----------                -----                       -----                ----------------
 <S>                          <C>                      <C>                       <C>                        <C>
 Options and Shares
 of $1.00 par value           500,000                  $13.75                    $6,875,000                 $2,371
 Common Stock                 Shares
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


       (1)  Estimated solely for the purpose of calculating the registration
       fee pursuant to Rule 457(c) based upon the average of the high and low
       reported prices of the Common Stock on the Nasdaq National Market System
       on May 6, 1994.

================================================================================
<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference.

       The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act of 1934, 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 in this Registration Statement and to be part hereof from the date of
filing such documents:

       (a)     the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, together with those portions of the Company's 1993
Annual Report to Stockholders, including the audited financial statements
contained therein, which are incorporated by reference into the Company's Form
10-K;

       (b)     the Company's Definitive Proxy Statement, dated March 22, 1994,
as filed with the Securities and Exchange Commission in connection with the
Company's 1994 Annual Meeting of Stockholders;

       (c)     the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, as filed with the Securities and Exchange Commission; and

       (d)     the Company's Registration Statement on Form 8-A, as filed with
the Securities and Exchange Commission on April 22, 1986, to register the $1.00
par value Class A Common Stock under Section 12(g) of the Securities and
Exchange Act of 1934, as amended, which Registration Statement contains a
description of the Common Stock and the Class A Common Stock.

Item 4.        Description of Securities.

       No response is required to this item.

Item 5.        Interests of Named Experts and Counsel.

       Alex W. Smith, a director of the Company, is a partner of the law firm
of Smith, Gambrell & Russell, Atlanta, Georgia, which serves as general counsel
to the Company and receives legal fees for services rendered.




                                     II-1
<PAGE>   3
Item 6.        Indemnification of Officers and Directors.

       The Fifteenth Article of the Articles of Incorporation of the Company
provides that, to the fullest extent permitted by Maryland law, no director or
corporate officer of the Company shall have any liability to the Company or its
stockholders for damages.  The Fifteenth Article further provides that the
company shall indemnify and advance expenses to its directors and corporate
officers  to the fullest extent that indemnification of directors is permitted
by Maryland law.

       Section 2-418 of the Maryland General Corporation Law provides, under
certain circumstances, for the indemnification of any director made a party to
any proceeding by reason of serving as a director of a corporation against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director in connection with the proceeding.

       The Company maintains director and officer liability insurance.

Item 7.        Exemption From Registration Claimed.

       No response to this Item is required.

Item 8.        Exhibits.

       The following exhibits are filed with this Registration Statement.

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

       4.1              Registrant's 1993 Non-Qualified Stock Option Plan, as 
                        amended.

       5.1              Opinion of Smith, Gambrell & Russell.

       23.1             Consent of Ernst & Young (included at page II-4 of this
                        Registration Statement).

       23.2             Consent of Smith, Gambrell & Russell (contained in 
                        their opinion filed as Exhibit 5.1).

Item 9.        Undertakings.

       (a)     The undersigned Registrant hereby undertakes:

               (1)      To file, during any period in which offers or sales are
       being made, a post-effective amendment to this Registration Statement 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;




                                     II-2
<PAGE>   4
               (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.

       (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 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 the time shall be deemed to be the initial bona fide offering thereof.

       (h)     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.




                                     II-3
<PAGE>   5



                        Consent of Independent Auditors



We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1993 Non-Qualified Stock Option Plan of Haverty
Furniture Companies, Inc. of our report dated February 1, 1994 with respect to
the financial statements of Haverty Furniture Companies, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1993
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.


                                 ERNST & YOUNG

May 11, 1994
Atlanta, Georgia




                                     II-4
<PAGE>   6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, State of Georgia, on this 12th day of May,
1994.

                                 HAVERTY FURNITURE COMPANIES, INC.
                                
                                
                                
                                 By:  /s/ Rawson Haverty                    
                                      --------------------------------------
                                      Rawson Haverty
                                      Chairman of the Board
                                            

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

<TABLE>
<CAPTION>
    Signature                                          Title                      Date     
- ----------------------------------         -------------------------         --------------
<S>                                        <C>                               <C>
/s/ Rawson Haverty                         Chairman of the Board             May 12, 1994
- ----------------------------------                                                       
(Rawson Haverty)


/s/ John E. Slater, Jr.                    President and Chief               May 12, 1994
- ----------------------------------         Executive Officer,                              
(John E. Slater, Jr.)                      Director (Principal                             
                                           Executive Officer)                              
                                                                                           
                                                                                           
                                           
/s/ Dennis L. Fink                         Senior Vice President             May 12, 1994
- ----------------------------------         and Chief Financial                           
(Dennis L. Fink)                           Officer (Principal      
                                           Financial Officer)      
                                                                   
                                                                   
                                           
/s/ Dan C. Bryant                          Controller (Principal             May 12, 1994
- ----------------------------------         Accounting Officer)                                              
(Dan C. Bryant)                            


/s/ Clarence H. Smith                      Vice President,                   May 12, 1994
- ----------------------------------         Regional Manager and
(Clarence H. Smith)                        Director
                                              

</TABLE>




                                     II-5
<PAGE>   7
<TABLE>
<CAPTION>
    Signature                                          Title                      Date     
- ---------------------------------          -------------------------         --------------
<S>                                        <C>                               <C>
/s/ Rawson Haverty, Jr.                    Vice President and                May 12, 1994
- ---------------------------------          Director                                      
(Rawson Haverty, Jr.)                                                                    
                                                                                         
                                                                                               
/s/ Fred J. Bates                          Regional Manager and                                
- ---------------------------------          Director                          May 12, 1994      
(Fred J. Bates)                                                                                
                                                                                               
                                                                                               
/s/ Frank S. McGaughey, Jr.                Director                          May 12, 1994      
- ---------------------------------                                                              
(Frank S. McGaughey, Jr.)                                                                      
                                                                                               
                                                                                                        
/s/ L. Phillip Humann                      Director                          May 12, 1994               
- ---------------------------------                                                                       
(L. Phillip Humann)                                                                                     
                                                                                                        
                                                                                                        
/s/ Dr. Kenneth Black, Jr.                 Director                          May 12, 1994               
- ---------------------------------                                                                       
(Dr. Kenneth Black, Jr.)                                                                                
                                                                                                        
                                                                                                        
/s/ John Rhodes Haverty, M.D.              Director                          May 12, 1994               
- ---------------------------------                                                                       
(John Rhodes Haverty, M.D.)                                                                             
                                                                                                        
                                                                                                        
/s/ Clarence H. Ridley                     Director                          May 12, 1994               
- ---------------------------------                                                                       
(Clarence H. Ridley)                                                                                    
                                                                                                        
                                                                                                        
/s/ Alex W. Smith                          Director                          May 12, 1994               
- ---------------------------------                                                                       
(Alex W. Smith)                                                                                         
                                                                                                        
                                                                                                        
                                                                                                        
/s/ Lynn H. Johnston                       Director                          May 12, 1994               
- ---------------------------------                                                                       
(Lynn H. Johnston)                                                                                      
                                                                                                        
                                                                                                        
/s/ William A. Parker, Jr.                 Director                          May 12, 1994               
- ---------------------------------                                                                       
(William A. Parker, Jr.)                                                                                
                                                                                                        
                                           
/s/ Robert R. Woodson                      Director                          May 12, 1994                                  
- ---------------------------------                                                                       
(Robert R. Woodson)                                          
</TABLE>                                                             
                                                                  



                                     II-6
<PAGE>   8
                                 Exhibit Index



<TABLE>
                                                                                        Sequential
Exhibit                           Description                                            Page No.
- -------        ----------------------------------------------------------------------   ---------                             

 <S>           <C>                                                                          
 4.1           Registrant's 1993 Non-Qualified Stock Option Plan, as amended             
                                                                                     
 5.1           Opinion of Smith, Gambrell & Russell                                  
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "1993 NON-QUALIFIED STOCK OPTION PLAN", "secsgml_size_bytes": 21075}]
{"company-data": {"conformed-name": "HAVERTY FURNITURE COMPANIES INC", "cik": "0000216085", "assigned-sic": "5712", "irs-number": "580281900", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53607", "film-number": "94527544"}, "business-address": {"street1": "866 W PEACHTREE ST NW", "city": "ATLANTA", "state": "GA", "zip": "30308", "phone": "4048811911"}, "mail-address": {"street1": "866 W PEACHTREE ST NW", "city": "ATLANTA", "state": "GA", "zip": "30308"}}
1

      As filed with the Securities and Exchange Commission on May 12, 1994
                              Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                         HAVERTY FURNITURE COMPANIES, INC.   
   ------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

               Maryland                               58-0821900
      ---------------------------------    -------------------------------
      (State or other jurisdiction         (I.R.S. Employer Identification
      of incorporation or organization)                Number)

   866 West Peachtree Street, N.W., Atlanta, Georgia         30308     
   -----------------------------------------------------------------------
   (Address of Principal Executive Offices)                (Zip Code)

                      1993 NON-QUALIFIED STOCK OPTION PLAN    
                      ------------------------------------
                            (Full Title of the Plan)

                                 RAWSON HAVERTY
                             Chairman of the Board
                        866 West Peachtree Street, N.W.
                            Atlanta, Georgia  30308
                                 (404) 881-1911             
                  -------------------------------------------
                  (Name, address, telephone number, including
                        area code, of agent for service)
                         ------------------------------
                              Copies Requested to:
                             Helen T. Ferraro, Esq.
                           Smith, Gambrell & Russell
                           3343 Peachtree Road, N.E.
                             Suite 1800, East Tower
                          Atlanta, Georgia  30326-1010
                                 (404) 264-2620    

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

                       CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                  Proposed Maximum            Proposed Maximum
 Title of Securities       Amount to be          Offering Price Per         Aggregate Offering            Amount of
   to be Registered         Registered                Share(1)                    Price(1)             Registration Fee
   ----------------         ----------                -----                       -----                ----------------
Options and Shares
 of $1.00 par value           500,000                  $13.75                    $6,875,000                 $2,371
 Common Stock                 Shares
- -----------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration
       fee pursuant to Rule 457(c) based upon the average of the high and low
       reported prices of the Common Stock on the Nasdaq National Market System
       on May 6, 1994.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

       The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and
Exchange Act of 1934, 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 in this Registration Statement and to be part hereof from the date of
filing such documents:

       (a)     the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, together with those portions of the Company's 1993
Annual Report to Stockholders, including the audited financial statements
contained therein, which are incorporated by reference into the Company's Form
10-K;

       (b)     the Company's Definitive Proxy Statement, dated March 22, 1994,
as filed with the Securities and Exchange Commission in connection with the
Company's 1994 Annual Meeting of Stockholders;

       (c)     the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, as filed with the Securities and Exchange Commission; and

       (d)     the Company's Registration Statement on Form 8-A, as filed with
the Securities and Exchange Commission on April 22, 1986, to register the $1.00
par value Class A Common Stock under Section 12(g) of the Securities and
Exchange Act of 1934, as amended, which Registration Statement contains a
description of the Common Stock and the Class A Common Stock.

Item 4.        Description of Securities.

       No response is required to this item.

Item 5.        Interests of Named Experts and Counsel.

       Alex W. Smith, a director of the Company, is a partner of the law firm
of Smith, Gambrell & Russell, Atlanta, Georgia, which serves as general counsel
to the Company and receives legal fees for services rendered.

                                     II-1
3
Item 6.        Indemnification of Officers and Directors.

       The Fifteenth Article of the Articles of Incorporation of the Company
provides that, to the fullest extent permitted by Maryland law, no director or
corporate officer of the Company shall have any liability to the Company or its
stockholders for damages.  The Fifteenth Article further provides that the
company shall indemnify and advance expenses to its directors and corporate
officers  to the fullest extent that indemnification of directors is permitted
by Maryland law.

       Section 2-418 of the Maryland General Corporation Law provides, under
certain circumstances, for the indemnification of any director made a party to
any proceeding by reason of serving as a director of a corporation against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director in connection with the proceeding.

       The Company maintains director and officer liability insurance.

Item 7.        Exemption From Registration Claimed.

       No response to this Item is required.

Item 8.        Exhibits.

       The following exhibits are filed with this Registration Statement.

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

       4.1              Registrant's 1993 Non-Qualified Stock Option Plan, as 
                        amended.

       5.1              Opinion of Smith, Gambrell & Russell.

       23.1             Consent of Ernst & Young (included at page II-4 of this
                        Registration Statement).

       23.2             Consent of Smith, Gambrell & Russell (contained in 
                        their opinion filed as Exhibit 5.1).

Item 9.        Undertakings.

       (a)     The undersigned Registrant hereby undertakes:

               (1)      To file, during any period in which offers or sales are
       being made, a post-effective amendment to this Registration Statement 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;

                                     II-2
4
               (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.

       (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 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 the time shall be deemed to be the initial bona fide offering thereof.

       (h)     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.

                                     II-3
5

                        Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1993 Non-Qualified Stock Option Plan of Haverty
Furniture Companies, Inc. of our report dated February 1, 1994 with respect to
the financial statements of Haverty Furniture Companies, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1993
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.

                                 ERNST & YOUNG

May 11, 1994
Atlanta, Georgia

                                     II-4
6
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, State of Georgia, on this 12th day of May,
1994.

                                 HAVERTY FURNITURE COMPANIES, INC.
                                
                                
                                
                                 By:  /s/ Rawson Haverty                    
                                      --------------------------------------
                                      Rawson Haverty
                                      Chairman of the Board
                                            

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                          Title                      Date     
- ----------------------------------         -------------------------         --------------
/s/ Rawson Haverty                         Chairman of the Board             May 12, 1994
- ----------------------------------                                                       
(Rawson Haverty)

/s/ John E. Slater, Jr.                    President and Chief               May 12, 1994
- ----------------------------------         Executive Officer,                              
(John E. Slater, Jr.)                      Director (Principal                             
                                           Executive Officer)                              
                                                                                           
                                                                                           
                                           
/s/ Dennis L. Fink                         Senior Vice President             May 12, 1994
- ----------------------------------         and Chief Financial                           
(Dennis L. Fink)                           Officer (Principal      
                                           Financial Officer)      
                                                                   
                                                                   
                                           
/s/ Dan C. Bryant                          Controller (Principal             May 12, 1994
- ----------------------------------         Accounting Officer)                                              
(Dan C. Bryant)                            

/s/ Clarence H. Smith                      Vice President,                   May 12, 1994
- ----------------------------------         Regional Manager and
(Clarence H. Smith)                        Director
II-5
7
Signature                                          Title                      Date     
- ---------------------------------          -------------------------         --------------
/s/ Rawson Haverty, Jr.                    Vice President and                May 12, 1994
- ---------------------------------          Director                                      
(Rawson Haverty, Jr.)                                                                    
                                                                                         
                                                                                               
/s/ Fred J. Bates                          Regional Manager and                                
- ---------------------------------          Director                          May 12, 1994      
(Fred J. Bates)                                                                                
                                                                                               
                                                                                               
/s/ Frank S. McGaughey, Jr.                Director                          May 12, 1994      
- ---------------------------------                                                              
(Frank S. McGaughey, Jr.)                                                                      
                                                                                               
                                                                                                        
/s/ L. Phillip Humann                      Director                          May 12, 1994               
- ---------------------------------                                                                       
(L. Phillip Humann)                                                                                     
                                                                                                        
                                                                                                        
/s/ Dr. Kenneth Black, Jr.                 Director                          May 12, 1994               
- ---------------------------------                                                                       
(Dr. Kenneth Black, Jr.)                                                                                
                                                                                                        
                                                                                                        
/s/ John Rhodes Haverty, M.D.              Director                          May 12, 1994               
- ---------------------------------                                                                       
(John Rhodes Haverty, M.D.)                                                                             
                                                                                                        
                                                                                                        
/s/ Clarence H. Ridley                     Director                          May 12, 1994               
- ---------------------------------                                                                       
(Clarence H. Ridley)                                                                                    
                                                                                                        
                                                                                                        
/s/ Alex W. Smith                          Director                          May 12, 1994               
- ---------------------------------                                                                       
(Alex W. Smith)                                                                                         
                                                                                                        
                                                                                                        
                                                                                                        
/s/ Lynn H. Johnston                       Director                          May 12, 1994               
- ---------------------------------                                                                       
(Lynn H. Johnston)                                                                                      
                                                                                                        
                                                                                                        
/s/ William A. Parker, Jr.                 Director                          May 12, 1994               
- ---------------------------------                                                                       
(William A. Parker, Jr.)                                                                                
                                                                                                        
                                           
/s/ Robert R. Woodson                      Director                          May 12, 1994                                  
- ---------------------------------                                                                       
(Robert R. Woodson)
II-6
8
                                 Exhibit Index

                                                                                        Sequential
Exhibit                           Description                                            Page No.
- -------        ----------------------------------------------------------------------   ---------
4.1           Registrant's 1993 Non-Qualified Stock Option Plan, as amended             
                                                                                     
 5.1           Opinion of Smith, Gambrell & Russell