<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1994
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
 
                           UNITED CITIES GAS COMPANY
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                           <C>
            ILLINOIS AND VIRGINIA                               36-1801540
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)
              5300 MARYLAND WAY
             BRENTWOOD, TENNESSEE                                 37027
   (Address of principal executive offices)                     (Zip Code)
</TABLE>
 
                           UNITED CITIES GAS COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
 
                           GENE C. KOONCE, PRESIDENT
                           UNITED CITIES GAS COMPANY
                               5300 MARYLAND WAY
                           BRENTWOOD, TENNESSEE 37027
                                 (615) 373-5310
(Name, address and telephone number, including area code, of agent for service)
 
                          COPIES OF COMMUNICATIONS TO:
 
                                 JOHN M. DIXON
                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                            CHICAGO, ILLINOIS 60603
                                 (312) 845-3000
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                     <C>               <C>               <C>               <C>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
                                               PROPOSED          PROPOSED
TITLE OF                      AMOUNT           MAXIMUM           MAXIMUM          AMOUNT OF
SECURITIES                    TO BE         OFFERING PRICE      AGGREGATE        REGISTRATION
TO BE REGISTERED            REGISTERED       PER SHARE(1)     OFFERING PRICE         FEE
- ------------------------------------------------------------------------------------------------
Common Stock, without
  par value.............   216,105 Shares       $16.13        $3,485,773.65       $1,201.99
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
     share and maximum aggregate offering price and amount of registration fee
     are calculated based upon a price per share of $16.13, the average of the
     high and low price for the shares of United Cities Gas Company Common Stock
     as reported by the National Association of Securities Dealers Automated
     Quotations (NASDAQ) National Market System on July 25, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
         PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents, heretofore filed by United Cities Gas Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference, except as superseded or modified
herein:
 
          1. The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1993.
 
          2. The Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1994.
 
          3. The description of the Common Stock of the Company, without par
     value, as contained in the Company's Registration Statement on Form 10, as
     amended by subsequently filed reports on Form 10-K.
 
     All documents filed by the Company pursuant to section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of the documents described above (other than exhibits). Requests
for such copies should be directed to Investor Relations/Corporate
Communications, United Cities Gas Company, 5300 Maryland Way, Brentwood,
Tennessee 37027, telephone (615) 373-5310, ext. 269.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Paragraph 56 of the Company's By-Laws provides in general that, subject to
applicable statutory limitations, each director or officer of the Company and
any person who, at the request of the Company, has served as a director or
officer of another corporation in which the Company has a financial interest
shall be indemnified against costs and expenses incurred (including any
judgments, fines or reasonable settlements) in connection with the defense of
any criminal or civil proceedings in which such person is named as a party by
reason of having been such director or officer, or by reason of any action taken
or not taken in such capacity unless such officer or director is finally
adjudged to have been liable for negligence or misconduct in the performance of
duty. Conviction or judgment in a criminal proceeding does not necessarily
constitute an adjudication of liability for negligence or misconduct in
performance of duty, under certain conditions. Paragraph 56 also provides that
the provisions thereof shall not be construed as a limitation on the general
power of the Company to enter into a contract or undertaking of indemnity with a
director or officer in any proper case not provided for in paragraph 56.
 
     The Illinois Business Corporation Act and the Virginia Stock Corporation
Act generally provide that each corporation subject to such Acts shall have the
power to provide indemnification of the type summarized above, subject to
certain limitations. The Company has purchased insurance policies covering
certain liabilities of its officers and directors.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
 
                                      II-1
<PAGE>   3
 
ITEM 8.  EXHIBITS
 
     See List of Exhibits on page II-5 hereof.
 
ITEM 9.  UNDERTAKINGS
 
     (a) The undersigned Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or in the most recent
        post-effective amendment thereof) which individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement;
 
          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment and each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
 
                                      II-2
<PAGE>   4
 
                                   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 Brentwood, State of Tennessee, on July 26, 1994.
 
                                          UNITED CITIES GAS COMPANY
 
                                          By       /s/  GENE C. KOONCE
                                          --------------------------------------
                                                      Gene C. Koonce
                                                        President
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gene C. Koonce, James B. Ford and Tom S. Hawkins,
Jr., or any one of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute in the name of each such person
who is then an officer or director of the Registrant any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their 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 date indicated.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                  TITLE                      DATE
- ---------------------------------------------   --------------------------------   --------------
<C>                                             <S>                                <C>
                 /s/  DWIGHT C. BAUM            Chairman of the Board
- ---------------------------------------------
               Dwight C. Baum

                 /s/  GENE C. KOONCE            President, Principal Executive
- ---------------------------------------------     Officer and Director
               Gene C. Koonce

                   /s/  JAMES B. FORD           Senior Vice President and
- ---------------------------------------------     Treasurer and Principal
                James B. Ford                     Financial Officer

              /s/  TOM S. HAWKINS, JR.          Vice President of Finance          July 26, 1994
- ---------------------------------------------
             Tom S. Hawkins, Jr.

            /s/  ADRIENNE H. BRANDON            Controller
- ---------------------------------------------
             Adrienne H. Brandon

              /s/  THOMAS J. GARLAND            Director
- ---------------------------------------------
              Thomas J. Garland

                /s/  VINCENT J. LEWIS           Director
- ---------------------------------------------
              Vincent J. Lewis
</TABLE>
 
                                      II-3
<PAGE>   5
 
<TABLE>
<CAPTION>
                  SIGNATURE                                  TITLE                      DATE
- ---------------------------------------------   --------------------------------   --------------
<C>                                             <S>                                <C>
- ---------------------------------------------   Director
           Dennis L. Newberry, II

               /s/  STIRTON OMAN, JR.           Director
- ---------------------------------------------
              Stirton Oman, Jr.

             /s/  TIMOTHY W. TRIPLETT           Director
- ---------------------------------------------
             Timothy W. Triplett

          /s/  GEORGE C. WOODRUFF, JR.          Director
- ---------------------------------------------
           George C. Woodruff, Jr.
</TABLE>
 
                                      II-4
<PAGE>   6
 
                                LIST OF EXHIBITS
 
<TABLE>
<CAPTION>
                                                                                 PAGE NUMBER
                                                                                IN SEQUENTIAL
EXHIBIT                                                                           NUMBERING
NUMBER                                                                             SYSTEM
- ------                                                                          -------------
<C>      <S>                                                                    <C>
 4.01    Indenture of Mortgage, dated as of July 15, 1959, from the Company to
         Continental Bank National Association and M.J. Kruger, as Trustees, as
         amended and supplemented through December 1, 1992 (the Indenture of
         Mortgage through the 20th Supplemental Indenture filed with the
         Company's Form 10-K for the year ended December 31, 1992 and
         incorporated herein by reference).
 5.01    Opinion of Chapman and Cutler.
23.01    Consent of Chapman and Cutler is included in Exhibit 5.01 hereto.
23.02    Consent of Independent Public Accountants.
24.01    Power of Attorney is included on Page II-3 of this Registration
         Statement.
</TABLE>
 
                                      II-5
[{"type": "S-8", "sequence": "1", "description": "UNITED CITIES GAS COMPANY S-8", "secsgml_size_bytes": 17920}]
{"company-data": {"conformed-name": "UNITED CITIES GAS CO", "cik": "0000101105", "assigned-sic": "4924", "irs-number": "361801540", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54759", "film-number": "94540242"}, "business-address": {"street1": "5300 MARYLAND WAY", "city": "BRENTWOOD", "state": "TN", "zip": "37027", "phone": "6153730104"}, "mail-address": {"street1": "5300 MARYLAND WAY", "city": "BRENTWOOD", "state": "TN", "zip": "37027"}, "former-company": {"former-conformed-name": "SOUTHEASTERN ILLINOIS GAS CO", "date-changed": "19670829"}}
1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1994
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
 
                           UNITED CITIES GAS COMPANY
             (Exact name of Registrant as specified in its charter)
ILLINOIS AND VIRGINIA                               36-1801540
       (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                     Identification No.)
              5300 MARYLAND WAY
             BRENTWOOD, TENNESSEE                                 37027
   (Address of principal executive offices)                     (Zip Code)
UNITED CITIES GAS COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
 
                           GENE C. KOONCE, PRESIDENT
                           UNITED CITIES GAS COMPANY
                               5300 MARYLAND WAY
                           BRENTWOOD, TENNESSEE 37027
                                 (615) 373-5310
(Name, address and telephone number, including area code, of agent for service)
 
                          COPIES OF COMMUNICATIONS TO:
 
                                 JOHN M. DIXON
                               CHAPMAN AND CUTLER
                             111 WEST MONROE STREET
                            CHICAGO, ILLINOIS 60603
                                 (312) 845-3000
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
                                               PROPOSED          PROPOSED
TITLE OF                      AMOUNT           MAXIMUM           MAXIMUM          AMOUNT OF
SECURITIES                    TO BE         OFFERING PRICE      AGGREGATE        REGISTRATION
TO BE REGISTERED            REGISTERED       PER SHARE(1)     OFFERING PRICE         FEE
- ------------------------------------------------------------------------------------------------
Common Stock, without
  par value.............   216,105 Shares       $16.13        $3,485,773.65       $1,201.99
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
     share and maximum aggregate offering price and amount of registration fee
     are calculated based upon a price per share of $16.13, the average of the
     high and low price for the shares of United Cities Gas Company Common Stock
     as reported by the National Association of Securities Dealers Automated
     Quotations (NASDAQ) National Market System on July 25, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
         PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents, heretofore filed by United Cities Gas Company (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference, except as superseded or modified
herein:
 
          1. The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1993.
 
          2. The Company's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1994.
 
          3. The description of the Common Stock of the Company, without par
     value, as contained in the Company's Registration Statement on Form 10, as
     amended by subsequently filed reports on Form 10-K.
 
     All documents filed by the Company pursuant to section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be modified or superseded, for purposes
of this Prospectus, to the extent that a statement contained herein or in any
subsequently filed document which is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of the documents described above (other than exhibits). Requests
for such copies should be directed to Investor Relations/Corporate
Communications, United Cities Gas Company, 5300 Maryland Way, Brentwood,
Tennessee 37027, telephone (615) 373-5310, ext. 269.
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Paragraph 56 of the Company's By-Laws provides in general that, subject to
applicable statutory limitations, each director or officer of the Company and
any person who, at the request of the Company, has served as a director or
officer of another corporation in which the Company has a financial interest
shall be indemnified against costs and expenses incurred (including any
judgments, fines or reasonable settlements) in connection with the defense of
any criminal or civil proceedings in which such person is named as a party by
reason of having been such director or officer, or by reason of any action taken
or not taken in such capacity unless such officer or director is finally
adjudged to have been liable for negligence or misconduct in the performance of
duty. Conviction or judgment in a criminal proceeding does not necessarily
constitute an adjudication of liability for negligence or misconduct in
performance of duty, under certain conditions. Paragraph 56 also provides that
the provisions thereof shall not be construed as a limitation on the general
power of the Company to enter into a contract or undertaking of indemnity with a
director or officer in any proper case not provided for in paragraph 56.
 
     The Illinois Business Corporation Act and the Virginia Stock Corporation
Act generally provide that each corporation subject to such Acts shall have the
power to provide indemnification of the type summarized above, subject to
certain limitations. The Company has purchased insurance policies covering
certain liabilities of its officers and directors.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
 
                                      II-1
3
 
ITEM 8.  EXHIBITS
 
     See List of Exhibits on page II-5 hereof.
 
ITEM 9.  UNDERTAKINGS
 
     (a) The undersigned Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or in the most recent
        post-effective amendment thereof) which individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement;
 
          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the Registration Statement is on Form S-3 or Form S-8, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment and each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
 
                                      II-2
4
 
                                   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 Brentwood, State of Tennessee, on July 26, 1994.
 
                                          UNITED CITIES GAS COMPANY
 
                                          By       /s/  GENE C. KOONCE
                                          --------------------------------------
                                                      Gene C. Koonce
                                                        President
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gene C. Koonce, James B. Ford and Tom S. Hawkins,
Jr., or any one of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to execute in the name of each such person
who is then an officer or director of the Registrant any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their 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 date indicated.
SIGNATURE                                  TITLE                      DATE
- ---------------------------------------------   --------------------------------   --------------
/s/  DWIGHT C. BAUM            Chairman of the Board
- ---------------------------------------------
               Dwight C. Baum

                 /s/  GENE C. KOONCE            President, Principal Executive
- ---------------------------------------------     Officer and Director
               Gene C. Koonce

                   /s/  JAMES B. FORD           Senior Vice President and
- ---------------------------------------------     Treasurer and Principal
                James B. Ford                     Financial Officer

              /s/  TOM S. HAWKINS, JR.          Vice President of Finance          July 26, 1994
- ---------------------------------------------
             Tom S. Hawkins, Jr.

            /s/  ADRIENNE H. BRANDON            Controller
- ---------------------------------------------
             Adrienne H. Brandon

              /s/  THOMAS J. GARLAND            Director
- ---------------------------------------------
              Thomas J. Garland

                /s/  VINCENT J. LEWIS           Director
- ---------------------------------------------
              Vincent J. Lewis
II-3
5
SIGNATURE                                  TITLE                      DATE
- ---------------------------------------------   --------------------------------   --------------
- ---------------------------------------------   Director
           Dennis L. Newberry, II

               /s/  STIRTON OMAN, JR.           Director
- ---------------------------------------------
              Stirton Oman, Jr.

             /s/  TIMOTHY W. TRIPLETT           Director
- ---------------------------------------------
             Timothy W. Triplett

          /s/  GEORGE C. WOODRUFF, JR.          Director
- ---------------------------------------------
           George C. Woodruff, Jr.
II-4
6
 
                                LIST OF EXHIBITS
PAGE NUMBER
                                                                                IN SEQUENTIAL
EXHIBIT                                                                           NUMBERING
NUMBER                                                                             SYSTEM
- ------                                                                          -------------
4.01    Indenture of Mortgage, dated as of July 15, 1959, from the Company to
         Continental Bank National Association and M.J. Kruger, as Trustees, as
         amended and supplemented through December 1, 1992 (the Indenture of
         Mortgage through the 20th Supplemental Indenture filed with the
         Company's Form 10-K for the year ended December 31, 1992 and
         incorporated herein by reference).
 5.01    Opinion of Chapman and Cutler.
23.01    Consent of Chapman and Cutler is included in Exhibit 5.01 hereto.
23.02    Consent of Independent Public Accountants.
24.01    Power of Attorney is included on Page II-3 of this Registration
         Statement.
II-5