<PAGE>   1

     As filed with the Securities and Exchange Commission on April 20, 2001.
                                                        File No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              IRT PROPERTY COMPANY
             (Exact Name of Registrant as Specified in its Charter)

         GEORGIA                                              58-1366611
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

                        200 GALLERIA PARKWAY, SUITE 1400
                             ATLANTA, GEORGIA 30339
                                 (770) 955-4406
              (Address, including zip code, and telephone number of
                          Principal Executive Offices)

                              IRT PROPERTY COMPANY
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                              W. BENJAMIN JONES III
                              IRT PROPERTY COMPANY
                        200 GALLERIA PARKWAY, SUITE 1400
                             ATLANTA, GEORGIA 30339
                                 (770) 955-4406
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                             RALPH F. MACDONALD, III
                                ALSTON & BIRD LLP
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3424
                            TELEPHONE: (404) 881-7970

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                   Proposed            Proposed
          Title of Securities                 Amount to            Maximum             Maximum              Amount of
            to be Registered              be Registered (1)     Offering Price        Aggregate         Registration Fee
                                                                Per Share (2)       Offering Price
---------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>                   <C>                 <C>                 <C>
Common Stock, $1.00 par value, and             300,000              $9.35             $2,805,000              $702
related Common Stock Purchase Rights
(3)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

         (1)      This Registration Statement also covers any additional shares
                  that may hereafter become issuable as a result of the
                  adjustment and anti-dilution provisions of the registrant's
                  2000 Employee Stock Purchase Plan.
         (2)      The offering price for the shares covered by this Registration
                  Statement is estimated solely for purposes of calculating the
                  registration fee in accordance with Rule 457(h), based on the
                  average of the high and low sales price of the Common Stock
                  reported on the New York Stock Exchange on April 16, 2001.
         (3)      No separate consideration will be received for the Rights,
                  which initially will trade together with the Common Stock
                  Pursuant to the Shareholder Protection Rights Agreement dated
                  as of August 21, 1998.


<PAGE>   2


PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.

         (2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 2000.

         (3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange 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.

         Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. Subject to the foregoing, all information appearing in this
Registration Statement is qualified in its entirety by the information appearing
in the documents incorporated by reference.


ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Georgia Business Corporation Code (the "GBCC") permits, under
certain circumstances, the indemnification of officers, directors, employees and
agents of a corporation with respect to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which such person was or is a party or is threatened to be
made a party by reason of his or her action in such capacity for, or at the
request of, such


                                     II - 1
<PAGE>   3

corporation. To the extent that such person is successful in defending any such
suit, Georgia law provides that he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

         The Company's By-Laws provide for the indemnification of the Company's
directors, officers, employees and agents in accordance with the GBCC. Georgia
law also provides that, with certain exceptions, the above rights will not be
deemed exclusive of other rights of indemnification contained in any bylaw,
resolution or agreement approved by the holders of a majority of the stock. The
Company's By-Laws provide that the Company may purchase and maintain insurance
on behalf of directors, officers, employees and agents, as well as others
serving at their request, against any liabilities asserted against such persons
whether or not the Company would have the power to indemnify such persons
against such liability under the GBCC. The Company has purchased and maintains
such insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.


ITEM 8.  EXHIBITS

         The exhibits included as part of this Registration Statement are as
follows:

<TABLE>
<CAPTION>

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

           <S>             <C>
           5.1             Opinion of Alston & Bird LLP

           23.1            Consent of Alston & Bird LLP (included in Exhibit
                           5.1)
</TABLE>


                                     II - 2
<PAGE>   4

<TABLE>

           <S>             <C>
           23.2            Consent of Arthur Andersen LLP

           24.1            Power of Attorney (contained on the signature pages
                           of this Registration Statement)
</TABLE>


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 this 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 this Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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 being 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.


                                     II - 3
<PAGE>   5

         (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 Registrant's Articles of
Incorporation, Bylaws 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 - 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 30th day of March,
2001.

                              IRT PROPERTY COMPANY
                                  (Registrant)


                                By:  /s/ THOMAS H. MCAULEY
                                   ---------------------------------
                                Thomas H. McAuley
                                President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of IRT Property Company (the "Company"), a Georgia corporation,
for himself and not for one another, does hereby constitute and appoint Thomas
H. McAuley, W. Benjamin Jones III and James G. Levy or any of them, a true and
lawful attorney in his name, place and stead, in any and all capacities, to sign
his name to any and all amendments, including post-effective amendments, to this
Registration Statement, and to sign a Registration Statement pursuant to Section
462(b) of the Securities Act of 1933, and to cause the same (together with all
Exhibits thereto) to be filed with the Securities and Exchange Commission,
granting unto said attorneys and either of them full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself hereby ratifies and confirms
all that said attorneys or any one of them shall 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                                   CAPACITY                          DATE
             ---------                                   --------                          ----
<S>                                      <C>                                            <C>
/s/ THOMAS H. MCAULEY                    President, Chief Executive Officer, and        March 30, 2001
------------------------------------     Chairman of the Board of Directors
Thomas H. McAuley                        (Principal Executive Officer)


/s/ JAMES G. LEVY                        Chief Financial Officer,                       March 30, 2001
------------------------------------     Executive Vice President
James G. Levy                            (Principal Financial and Accounting Officer)
</TABLE>


                                     II - 5
<PAGE>   7

<TABLE>
<S>                                      <C>                                            <C>

/s/ THOMAS P. D'ARCY
------------------------------------     Director                                       March 30, 2001
Thomas P. D'Arcy

/s/ PATRICK L. FLINN                     Director                                       March 30, 2001
------------------------------------
Patrick L. Flinn

/s/ HOMER B. GIBBS, JR.                  Director                                       March 30, 2001
------------------------------------
Homer B. Gibbs, Jr.

/s/ SAMUEL W. KENDRICK                   Director                                       March 30, 2001
------------------------------------
Samuel W. Kendrick

/s/ BRUCE A. MORRICE                     Director                                       March 30, 2001
------------------------------------
Bruce A. Morrice
</TABLE>


                                     II - 6
<PAGE>   8

                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>
             Exhibit Number                  Description
             --------------                  -----------
                  <S>             <C>
                  5.1             Opinion of Alston & Bird LLP

                  23.1            Consent of Alston & Bird LLP (included in
                                  Exhibit 5.1)

                  23.2            Consent of Arthur Andersen LLP

                  24.1            Power of Attorney (contained on the signature
                                  pages of this Registration Statement)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g68532s-8.txt", "description": "IRT PROPERTY COMPANY", "secsgml_size_bytes": 17875}]
{"company-data": {"conformed-name": "IRT PROPERTY CO", "cik": "0000311099", "assigned-sic": "6798", "irs-number": "581366611", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59366", "film-number": "1608700"}, "business-address": {"street1": "200 GALLERIA PKWY STE 1400", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7709554406"}, "mail-address": {"street1": "200 GALLERIA PKWY", "street2": "STE 1400", "city": "ATLANTA", "state": "GA", "zip": "30339"}}
1

     As filed with the Securities and Exchange Commission on April 20, 2001.
                                                        File No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              IRT PROPERTY COMPANY
             (Exact Name of Registrant as Specified in its Charter)

         GEORGIA                                              58-1366611
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

                        200 GALLERIA PARKWAY, SUITE 1400
                             ATLANTA, GEORGIA 30339
                                 (770) 955-4406
              (Address, including zip code, and telephone number of
                          Principal Executive Offices)

                              IRT PROPERTY COMPANY
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                              W. BENJAMIN JONES III
                              IRT PROPERTY COMPANY
                        200 GALLERIA PARKWAY, SUITE 1400
                             ATLANTA, GEORGIA 30339
                                 (770) 955-4406
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                             RALPH F. MACDONALD, III
                                ALSTON & BIRD LLP
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3424
                            TELEPHONE: (404) 881-7970

                          -----------------------------
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                   Proposed            Proposed
          Title of Securities                 Amount to            Maximum             Maximum              Amount of
            to be Registered              be Registered (1)     Offering Price        Aggregate         Registration Fee
                                                                Per Share (2)       Offering Price
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value, and             300,000              $9.35             $2,805,000              $702
related Common Stock Purchase Rights
(3)
---------------------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement also covers any additional shares
                  that may hereafter become issuable as a result of the
                  adjustment and anti-dilution provisions of the registrant's
                  2000 Employee Stock Purchase Plan.
         (2)      The offering price for the shares covered by this Registration
                  Statement is estimated solely for purposes of calculating the
                  registration fee in accordance with Rule 457(h), based on the
                  average of the high and low sales price of the Common Stock
                  reported on the New York Stock Exchange on April 16, 2001.
         (3)      No separate consideration will be received for the Rights,
                  which initially will trade together with the Common Stock
                  Pursuant to the Shareholder Protection Rights Agreement dated
                  as of August 21, 1998.
2

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.

         (2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 2000.

         (3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

         All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange 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.

         Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement. Subject to the foregoing, all information appearing in this
Registration Statement is qualified in its entirety by the information appearing
in the documents incorporated by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.  Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.  Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Georgia Business Corporation Code (the "GBCC") permits, under
certain circumstances, the indemnification of officers, directors, employees and
agents of a corporation with respect to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which such person was or is a party or is threatened to be
made a party by reason of his or her action in such capacity for, or at the
request of, such

                                     II - 1
3

corporation. To the extent that such person is successful in defending any such
suit, Georgia law provides that he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

         The Company's By-Laws provide for the indemnification of the Company's
directors, officers, employees and agents in accordance with the GBCC. Georgia
law also provides that, with certain exceptions, the above rights will not be
deemed exclusive of other rights of indemnification contained in any bylaw,
resolution or agreement approved by the holders of a majority of the stock. The
Company's By-Laws provide that the Company may purchase and maintain insurance
on behalf of directors, officers, employees and agents, as well as others
serving at their request, against any liabilities asserted against such persons
whether or not the Company would have the power to indemnify such persons
against such liability under the GBCC. The Company has purchased and maintains
such insurance.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number                     Description
        --------------                     -----------
5.1             Opinion of Alston & Bird LLP

           23.1            Consent of Alston & Bird LLP (included in Exhibit
                           5.1)
II - 2
4
23.2            Consent of Arthur Andersen LLP

           24.1            Power of Attorney (contained on the signature pages
                           of this Registration Statement)
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 this 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 this Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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 being 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.

                                     II - 3
5

         (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 Registrant's Articles of
Incorporation, Bylaws 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 - 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 30th day of March,
2001.

                              IRT PROPERTY COMPANY
                                  (Registrant)

                                By:  /s/ THOMAS H. MCAULEY
                                   ---------------------------------
                                Thomas H. McAuley
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of IRT Property Company (the "Company"), a Georgia corporation,
for himself and not for one another, does hereby constitute and appoint Thomas
H. McAuley, W. Benjamin Jones III and James G. Levy or any of them, a true and
lawful attorney in his name, place and stead, in any and all capacities, to sign
his name to any and all amendments, including post-effective amendments, to this
Registration Statement, and to sign a Registration Statement pursuant to Section
462(b) of the Securities Act of 1933, and to cause the same (together with all
Exhibits thereto) to be filed with the Securities and Exchange Commission,
granting unto said attorneys and either of them full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself hereby ratifies and confirms
all that said attorneys or any one of them shall 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                                   CAPACITY                          DATE
             ---------                                   --------                          ----
/s/ THOMAS H. MCAULEY                    President, Chief Executive Officer, and        March 30, 2001
------------------------------------     Chairman of the Board of Directors
Thomas H. McAuley                        (Principal Executive Officer)

/s/ JAMES G. LEVY                        Chief Financial Officer,                       March 30, 2001
------------------------------------     Executive Vice President
James G. Levy                            (Principal Financial and Accounting Officer)
II - 5
7
/s/ THOMAS P. D'ARCY
------------------------------------     Director                                       March 30, 2001
Thomas P. D'Arcy

/s/ PATRICK L. FLINN                     Director                                       March 30, 2001
------------------------------------
Patrick L. Flinn

/s/ HOMER B. GIBBS, JR.                  Director                                       March 30, 2001
------------------------------------
Homer B. Gibbs, Jr.

/s/ SAMUEL W. KENDRICK                   Director                                       March 30, 2001
------------------------------------
Samuel W. Kendrick

/s/ BRUCE A. MORRICE                     Director                                       March 30, 2001
------------------------------------
Bruce A. Morrice
II - 6
8

                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8
Exhibit Number                  Description
             --------------                  -----------
5.1             Opinion of Alston & Bird LLP

                  23.1            Consent of Alston & Bird LLP (included in
                                  Exhibit 5.1)

                  23.2            Consent of Arthur Andersen LLP

                  24.1            Power of Attorney (contained on the signature
                                  pages of this Registration Statement)