<PAGE>


--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   __________

                                    Form S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                            CANAAN ENERGY CORPORATION

             (Exact name of registrant as specified in its charter)

             Oklahoma                                     73-1300132
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

      211 N. Robinson, Suite N1000
        Oklahoma City, Oklahoma                            73102-7132
  (Address of Principal Executive Offices)                 (Zip Code)

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

                 STOCK OPTION PLAN OF CANAAN ENERGY CORPORATION
                            (Full title of the plan)

                   Crowe & Dunlevy, A Professional Corporation
                                20 North Broadway
                             1800 Mid-America Tower
                          Oklahoma City, Oklahoma 73102
                          Attention: Michael M. Stewart
                    (Name and address of agent for service)

                                 (405) 235-7700
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================= ================= ======================== ==================== ================
                                                                       Proposed               Proposed
                  Title of                                              maximum                maximum
                 securities                        Amount              offering               aggregate          Amount of
                    to be                          to be                 price                offering         registration
                 registered                      registered          per share(1)             price(1)              fee
--------------------------------------------- ----------------- ------------------------ -------------------- ----------------
<S>                     <C>                        <C>                  <C>                 <C>                   <C>
Common Stock, par value $0.01 per share            500,000              $9.24               $4,620,098.75         $425.05
============================================= ================= ======================== ==================== ================
</TABLE>
(1)    Estimated in accordance with Rule 457(h) solely for the purpose of
       calculating the registration fee. A total of 500,000 shares have been
       reserved under the Registrant's Stock Option Plan, as amended, and are
       being registered hereby. The proposed maximum aggregate offering price of
       470,250 of such shares that are subject to outstanding options has been
       calculated based on the actual weighted average exercise price of such
       outstanding options of $8.99 per share. The proposed maximum aggregate
       offering price of the remaining 29,750 of such shares not subject to
       outstanding options has been calculated based on the average of the high
       and low sales prices of the Common Stock as reported on the National
       Association of Securities Dealers Automatic Quotation National Market
       System for April 16, 2002, which average price was $13.195 per share.



<PAGE>


This Registration Statement has been filed for the purpose of registering the
offer and sale of 500,000 shares of Common Stock that may be issued or sold by
Canaan Energy Corporation (the "Company") in connection with its Stock Option
Plan, as amended (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registration Information and Employee Plan Annual Information.*

         *Information required by Items 1 and 2 of Part I to be contained in the
         Section 10(a) Prospectus is omitted from this Registration Statement in
         accordance with Rule 428 under the Securities Act of 1933, as amended,
         and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (1)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2001.

         (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act"),
              since December 31, 2001.

         (3)  The description of the Company's Common Stock contained in the
              Company's Registration Statement on Form 8-A dated October 23,
              2000.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors will not be liable for monetary damages for breach
of the directors' fiduciary duty of care to the Company and its shareholders.
The provision in the Certificate of Incorporation does not eliminate the duty of
care and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Oklahoma law.
However, such remedies may not be effective in all cases. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company, as well as for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Oklahoma law. The provision also does not affect a director's
responsibilities under any other law, such as the state or federal securities
laws.

         Under Section 1031 of the Oklahoma General Corporation Act, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by
Oklahoma law. The Certificate of Incorporation requires the Company to indemnify
such persons against expenses, judgments, fines, settlements and other amounts
incurred in connection

<PAGE>

with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an officer of the Company or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect of any claim, issue or matter
as to which such person is adjudged to be liable to the Company, unless and only
to the extent that the court in which the action was brought determines that
such person is fairly and reasonably entitled to indemnity for expenses.

         In addition, the Company has entered into Indemnification Agreements
with each non-employee director of the Company which require the Company to
indemnify such persons against certain liabilities and expenses incurred by any
such persons by reason of their status or service as directors of the Company
and which set forth procedures that will apply in the event of a claim for
indemnification under such agreements. The Indemnification Agreements also
require that the Company use commercially reasonable efforts to maintain
policies of directors' and officers' liability insurance. The Company believes
that these agreements enhance its ability to attract and retain highly qualified
directors.

         As of the date of this Registration Statement, there is no pending
litigation or proceeding involving a director or officer of the Company as to
which indemnification is being sought nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any officer or
director.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end 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 the 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 the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective 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) of this section do not apply if the registration
                  statement is on Form S-3, Form S-8 or Form F-3, and the
                  information required to

<PAGE>

                  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 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
                  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 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 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.

                                   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 Oklahoma City, State of Oklahoma on April 22, 2002.

                                              CANAAN ENERGY CORPORATION

                                              By:    /s/ Michael S. Mewbourn
                                                 -------------------------------
                                                     Michael S. Mewbourn
                                                     Senior Vice President and
                                                     Chief Financial Officer

         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>
                 Name                             Position                                Date
                 ----                             --------                                ----
<S>                               <C>                                                <C>
Leo E. Woodard             *      Chairman of the Board of Directors and             April 22, 2002
---------------------------       Chief Executive Officer (principal
Leo E. Woodard                    executive officer)

John K. Penton             *      President and Director (principal                  April 22, 2002
---------------------------       executive officer)
John K. Penton
</TABLE>

<PAGE>

<TABLE>

<S>                               <C>                                                <C>
/s/ Michael S. Mewbourn           Senior Vice President and Chief                    April 22, 2002
---------------------------       Financial Officer and Director
Michael S. Mewbourn               (principal financial officer)

John Mitchell              *      Controller and Chief Accounting Officer            April 22, 2002
---------------------------       (controller or principal accounting
John Mitchell                     officer)

Thomas H. Henson  *               Officer and Director                               April 22, 2002
------------------
Thomas H. Henson

Mischa Gorkuscha  *               Director                                           April 22, 2002
------------------
Mischa Gorkuscha

Randy Harp                 *      Director                                           April 22, 2002
---------------------------
Randy Harp

Kevin R. White             *      Director                                           April 22, 2002
----------------------------
Kevin R. White

Scott Rayburn              *      Director                                           April 22, 2002
----------------------------
Scott Rayburn
</TABLE>

*By:     /s/ Michael S. Mewbourn
         -----------------------
         Michael S. Mewbourn
         Attorney in Fact

<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

     Exhibit
       No.                                  Description
       ---                                  -----------

       5.1             Opinion of Crowe & Dunlevy, A Professional Corporation,
                       on legality of securities

      23.1             Consent of KPMG LLP

      23.2             Consent of William T. Zumwalt, CPA, Inc.

      23.3             Consent of Netherland, Sewell & Associates, Inc.

      23.4             Consent of Crowe & Dunlevy, A Professional Corporation
                       (included in Exhibit 5.1)

      24.1             Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19203}]
{"company-data": {"conformed-name": "CANAAN ENERGY CORP", "cik": "0001105747", "assigned-sic": "1311", "irs-number": "731300132", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86774", "film-number": "02618529"}, "business-address": {"street1": "119 NORTH ROBINSON", "street2": "SUITE 600", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102", "phone": "4052323222"}, "mail-address": {"street1": "119 NORTH ROBINSON", "street2": "SUITE 600", "city": "OKLAHOMA", "state": "OK", "zip": "73102"}}
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   __________

                                    Form S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                            CANAAN ENERGY CORPORATION

             (Exact name of registrant as specified in its charter)

             Oklahoma                                     73-1300132
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

      211 N. Robinson, Suite N1000
        Oklahoma City, Oklahoma                            73102-7132
  (Address of Principal Executive Offices)                 (Zip Code)

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

                 STOCK OPTION PLAN OF CANAAN ENERGY CORPORATION
                            (Full title of the plan)

                   Crowe & Dunlevy, A Professional Corporation
                                20 North Broadway
                             1800 Mid-America Tower
                          Oklahoma City, Oklahoma 73102
                          Attention: Michael M. Stewart
                    (Name and address of agent for service)

                                 (405) 235-7700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
============================================= ================= ======================== ==================== ================
                                                                       Proposed               Proposed
                  Title of                                              maximum                maximum
                 securities                        Amount              offering               aggregate          Amount of
                    to be                          to be                 price                offering         registration
                 registered                      registered          per share(1)             price(1)              fee
--------------------------------------------- ----------------- ------------------------ -------------------- ----------------
Common Stock, par value $0.01 per share            500,000              $9.24               $4,620,098.75         $425.05
============================================= ================= ======================== ==================== ================
(1)    Estimated in accordance with Rule 457(h) solely for the purpose of
       calculating the registration fee. A total of 500,000 shares have been
       reserved under the Registrant's Stock Option Plan, as amended, and are
       being registered hereby. The proposed maximum aggregate offering price of
       470,250 of such shares that are subject to outstanding options has been
       calculated based on the actual weighted average exercise price of such
       outstanding options of $8.99 per share. The proposed maximum aggregate
       offering price of the remaining 29,750 of such shares not subject to
       outstanding options has been calculated based on the average of the high
       and low sales prices of the Common Stock as reported on the National
       Association of Securities Dealers Automatic Quotation National Market
       System for April 16, 2002, which average price was $13.195 per share.
This Registration Statement has been filed for the purpose of registering the
offer and sale of 500,000 shares of Common Stock that may be issued or sold by
Canaan Energy Corporation (the "Company") in connection with its Stock Option
Plan, as amended (the "Plan").

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registration Information and Employee Plan Annual Information.*

         *Information required by Items 1 and 2 of Part I to be contained in the
         Section 10(a) Prospectus is omitted from this Registration Statement in
         accordance with Rule 428 under the Securities Act of 1933, as amended,
         and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (1)  The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2001.

         (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
              Securities Exchange Act of 1934, as amended (the "Exchange Act"),
              since December 31, 2001.

         (3)  The description of the Company's Common Stock contained in the
              Company's Registration Statement on Form 8-A dated October 23,
              2000.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation provides that, pursuant to
Oklahoma law, its directors will not be liable for monetary damages for breach
of the directors' fiduciary duty of care to the Company and its shareholders.
The provision in the Certificate of Incorporation does not eliminate the duty of
care and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Oklahoma law.
However, such remedies may not be effective in all cases. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Company, as well as for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Oklahoma law. The provision also does not affect a director's
responsibilities under any other law, such as the state or federal securities
laws.

         Under Section 1031 of the Oklahoma General Corporation Act, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.

         The Company's Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by
Oklahoma law. The Certificate of Incorporation requires the Company to indemnify
such persons against expenses, judgments, fines, settlements and other amounts
incurred in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an officer of the Company or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. However, in the case of a derivative action, an officer or director
will not be entitled to indemnification in respect of any claim, issue or matter
as to which such person is adjudged to be liable to the Company, unless and only
to the extent that the court in which the action was brought determines that
such person is fairly and reasonably entitled to indemnity for expenses.

         In addition, the Company has entered into Indemnification Agreements
with each non-employee director of the Company which require the Company to
indemnify such persons against certain liabilities and expenses incurred by any
such persons by reason of their status or service as directors of the Company
and which set forth procedures that will apply in the event of a claim for
indemnification under such agreements. The Indemnification Agreements also
require that the Company use commercially reasonable efforts to maintain
policies of directors' and officers' liability insurance. The Company believes
that these agreements enhance its ability to attract and retain highly qualified
directors.

         As of the date of this Registration Statement, there is no pending
litigation or proceeding involving a director or officer of the Company as to
which indemnification is being sought nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any officer or
director.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end 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 the 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 the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective 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) of this section do not apply if the registration
                  statement is on Form S-3, Form S-8 or Form F-3, and 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 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
                  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 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 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.

                                   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 Oklahoma City, State of Oklahoma on April 22, 2002.

                                              CANAAN ENERGY CORPORATION

                                              By:    /s/ Michael S. Mewbourn
                                                 -------------------------------
                                                     Michael S. Mewbourn
                                                     Senior Vice President and
                                                     Chief Financial Officer

         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.
Name                             Position                                Date
                 ----                             --------                                ----
Leo E. Woodard             *      Chairman of the Board of Directors and             April 22, 2002
---------------------------       Chief Executive Officer (principal
Leo E. Woodard                    executive officer)

John K. Penton             *      President and Director (principal                  April 22, 2002
---------------------------       executive officer)
John K. Penton
/s/ Michael S. Mewbourn           Senior Vice President and Chief                    April 22, 2002
---------------------------       Financial Officer and Director
Michael S. Mewbourn               (principal financial officer)

John Mitchell              *      Controller and Chief Accounting Officer            April 22, 2002
---------------------------       (controller or principal accounting
John Mitchell                     officer)

Thomas H. Henson  *               Officer and Director                               April 22, 2002
------------------
Thomas H. Henson

Mischa Gorkuscha  *               Director                                           April 22, 2002
------------------
Mischa Gorkuscha

Randy Harp                 *      Director                                           April 22, 2002
---------------------------
Randy Harp

Kevin R. White             *      Director                                           April 22, 2002
----------------------------
Kevin R. White

Scott Rayburn              *      Director                                           April 22, 2002
----------------------------
Scott Rayburn
*By:     /s/ Michael S. Mewbourn
         -----------------------
         Michael S. Mewbourn
         Attorney in Fact
INDEX TO EXHIBITS
                                -----------------

     Exhibit
       No.                                  Description
       ---                                  -----------

       5.1             Opinion of Crowe & Dunlevy, A Professional Corporation,
                       on legality of securities

      23.1             Consent of KPMG LLP

      23.2             Consent of William T. Zumwalt, CPA, Inc.

      23.3             Consent of Netherland, Sewell & Associates, Inc.

      23.4             Consent of Crowe & Dunlevy, A Professional Corporation
                       (included in Exhibit 5.1)

      24.1             Powers of Attorney