<PAGE>   1
    As filed with the Securities and Exchange Commission on December 29, 1998
              
                          Registration No. 333-_______

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        OMEGA HEALTHCARE INVESTORS, INC.
               (Exact name of registrant as specified in charter)

                  Maryland                               38-3041398
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)             Identification No.)

                            900 Victors Way Suite 350
                            Ann Arbor, Michigan 48108
               (Address of principal executive offices) (Zip code)

               OMEGA HEALTHCARE INVESTORS, INC. 1993 STOCK OPTION
               AND RESTRICTED STOCK PLAN, AS AMENDED AND RESTATED
                            (Full title of the plan)

                               SUSAN ALLENE KOVACH
                       Vice-President, General Counsel 
                                 and Secretary
                        OMEGA HEALTHCARE INVESTORS, INC.
                           900 Victors Way, Suite 350
                            Ann Arbor, Michigan 48108
                     (Name and address of agent for service)
                                 (734) 887-0200
          (Telephone number, including area code, of agent for service)
 
                           -------------------------

         The Commission is requested to send copies of all communications to: 
                              DON M. PEARSON, ESQ.

                       Argue Pearson Harbison & Myers, LLP
                       801 South Flower Street, Suite 500
                          Los Angeles, California 90017
         Pursuant to Rule 429, this Registration Statement also updates
                    Registration Statement File No. 333-3124


<PAGE>   2

<TABLE>
<CAPTION>

                 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   Price        Fee
-------------------------------------------------------------------
 <S>                  <C>       <C>         <C>             <C>
 Common Stock
   $.10 par value,
   issuable upon
   exercise of
   Options............750,000*  $29.28125**  $21,960,938     $6106                       
               $              $
-------------------------------------------------------------------
</TABLE>

*In addition to the 750,000 shares of Common Stock being registered hereby, 
pursuant to Rule 429, the prospectus contained herein also updates and relates
to 450,000 shares registered in Registration Statement File No. 333-3124, which
shares are being carried forward herein. A filing fee of $4,336 was paid in
connection with the 450,000 shares registered in Registration Statement File No.
333-3124.


**Estimated solely for purposes of computing the registration fee and computed
in accordance with Rule 457(h) upon the basis of the high and low prices per
share of the Registrant's Common Stock on December 21, 1998.

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



                                       2

<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



ITEM 1.  PLAN INFORMATION.

         The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.



ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated herein by reference:

         (1) Registrant's Annual Report on Form 10-K for the period ended
             December 31, 1997;

         (2) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
             March 31, 1998, June 30, 1998, and September 30,1998;

         (3) Registrant's Reports on Form 8-K dated April 15, 1998, April 27,
             1998, April 30, 1998, and June 9, 1998; and

         (4) The description of the Company's Common Stock, $.10 par value,
             contained in its Initial Registration Statement on Form 8-A, filed
             under Section 12 of the Securities Exchange Act of 1934 (the
             "Exchange Act") declared effective by the 



                                       3
<PAGE>   4

             Commission on August 7, 1992, together with any amendment or report
             filed subsequent to the date hereof for the purpose of updating
             such description.

         All documents subsequently filed by Registrant pursuant to Sections
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 in this Registration Statement and to be part
hereof from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Don M. Pearson, a partner in Argue Pearson Harbison & Myers, LLP
counsel for the Registrant that prepared this Registration Statement for the
Registrant, is an Assistant Secretary of the Registrant.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of directors and officers to the full extent permitted by
Maryland law.

         Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director or officer with respect to any
proceedings unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
was either committed in bad faith or the result of active or deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services, or; (c) in the case of criminal
proceedings, the director or officer had reasonable cause to believe that the
act or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any 


                                       4

<PAGE>   5

proceeding by conviction, or a plea of nolo contendere or its equivalent, or an
entry of an order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet that standard of conduct.

         Insofar as indemnification for liabilities arising under the Securities
Act is permitted to directors and officers of the Registrant pursuant to the
above-described provisions, the Registrant understands that the Commission is of
the opinion that such indemnification contravenes federal public policy as
expressed in said act and therefore is unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

    4.1       Omega Healthcare Investors, Inc. 1993 Stock Option and Restricted
              Stock Plan, as amended and restated, filed as Exhibit A to
              Registrant's Proxy Statement dated April 6, 1998 for Registrant's
              Annual Meeting of Shareholders held on May 7, 1998 and
              incorporated herein by reference.

    5.1       Opinion of Argue Pearson Harbison & Myers, LLP regarding validity
              of securities.

    23.1      Consent of Argue Pearson Harbison & Myers, LLP (included in its
              opinion filed as Exhibit 5.1 hereto).

    23.2      Consent of Ernst & Young, LLP.


ITEM 9.  UNDERTAKINGS.

    (a)  The 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 


                                       5

<PAGE>   6

    (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;

         (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.

         (4) If the registrant is a foreign private issuer, to file a
    post-effective amendment to the registration statement to include any
    financial statements required by Rule 3-19 of Regulation S-X at the start of
    any delayed offering or throughout a continuous 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or 

                                       6


<PAGE>   7

otherwise, Registrant has been advised that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities 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, Registrant will, unless in the opinion of the counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.


                                       7


<PAGE>   8

                                   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 Ann Arbor, Michigan, on the 29th day of December,
1998.

                                  OMEGA HEALTHCARE INVESTORS, INC.


                                  By:   /S/  Essel W. Bailey, Jr.
                                     -------------------------------------
                                             Essel W. Bailey, Jr.
                                     President and Chief Executive 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.

         Signatures                  Title                   Date

/s/ Essel W. Bailey, Jr.
-------------------------    President, Chief                 December 29, 1998
    Essel W. Bailey, Jr.       Executive Officer,
                               and Director
                               (principal executive
                               officer)
/s/ David A. Stover
-------------------------    Vice President and Chief         December 29, 1998
    David A. Stover            Financial Officer
                               (principal financial and
                               accounting officer)


/s/ Martha A. Darling        Director                         December 29, 1998
-------------------------
    Martha A. Darling

/s/ James E. Eden
-------------------------    Director                         December 29, 1998
    James E. Eden

/s/ Thomas F. Franke
-------------------------    Director                         December 29, 1998
    Thomas F. Franke
                  
/s/ Henry Greer
-------------------------    Director                         December 29, 1998
    Henry Greer



                                       8

<PAGE>   9

/s/ Harold J. Kloosterman
-------------------------    Director                         December 29, 1998
    Harold J. Kloosterman

/s/ Bernard J. Korman
-------------------------    Director                         December 29, 1998
    Bernard J. Korman

/s/ Edward Lowenthal
-------------------------    Director                         December 29, 1998
    Edward Lowenthal

/s/ Robert L. Parker
-------------------------    Director                         December 29, 1998
    Robert L. Parker





                                       9


<PAGE>   10



                                 Exhibit Index
                                 -------------

<TABLE>
<CAPTION>
Exhibit No.                   Description
-----------                   -----------
<S>                           <C>
5.1                           Argue Person Harbison & Myers
                              Opinion relating thereto.

23.2                          Consent of Ernst & Young, LLP.    

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16794}]
{"company-data": {"conformed-name": "OMEGA HEALTHCARE INVESTORS INC", "cik": "0000888491", "assigned-sic": "6798", "irs-number": "383041398", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69807", "film-number": "98776978"}, "business-address": {"street1": "905 W EISENHOWER CIRCLE STE 101", "city": "ANN ARBOR", "state": "MI", "zip": "48103", "phone": "7347479791"}, "mail-address": {"street1": "905 W EISENHOWER CIRCLE", "street2": "STE 101", "city": "ANN ARBOR", "state": "MI", "zip": "48103"}}
1
    As filed with the Securities and Exchange Commission on December 29, 1998
              
                          Registration No. 333-_______

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                        OMEGA HEALTHCARE INVESTORS, INC.
               (Exact name of registrant as specified in charter)

                  Maryland                               38-3041398
         (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)             Identification No.)

                            900 Victors Way Suite 350
                            Ann Arbor, Michigan 48108
               (Address of principal executive offices) (Zip code)

               OMEGA HEALTHCARE INVESTORS, INC. 1993 STOCK OPTION
               AND RESTRICTED STOCK PLAN, AS AMENDED AND RESTATED
                            (Full title of the plan)

                               SUSAN ALLENE KOVACH
                       Vice-President, General Counsel 
                                 and Secretary
                        OMEGA HEALTHCARE INVESTORS, INC.
                           900 Victors Way, Suite 350
                            Ann Arbor, Michigan 48108
                     (Name and address of agent for service)
                                 (734) 887-0200
          (Telephone number, including area code, of agent for service)
 
                           -------------------------

         The Commission is requested to send copies of all communications to: 
                              DON M. PEARSON, ESQ.

                       Argue Pearson Harbison & Myers, LLP
                       801 South Flower Street, Suite 500
                          Los Angeles, California 90017
         Pursuant to Rule 429, this Registration Statement also updates
                    Registration Statement File No. 333-3124
2
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   Price        Fee
-------------------------------------------------------------------
Common Stock
   $.10 par value,
   issuable upon
   exercise of
   Options............750,000*  $29.28125**  $21,960,938     $6106                       
               $              $
-------------------------------------------------------------------
*In addition to the 750,000 shares of Common Stock being registered hereby, 
pursuant to Rule 429, the prospectus contained herein also updates and relates
to 450,000 shares registered in Registration Statement File No. 333-3124, which
shares are being carried forward herein. A filing fee of $4,336 was paid in
connection with the 450,000 shares registered in Registration Statement File No.
333-3124.

**Estimated solely for purposes of computing the registration fee and computed
in accordance with Rule 457(h) upon the basis of the high and low prices per
share of the Registrant's Common Stock on December 21, 1998.

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

                                       2
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The document(s) containing the information specified in Item 1 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) under the Securities
Act and are not required to be filed as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated herein by reference:

         (1) Registrant's Annual Report on Form 10-K for the period ended
             December 31, 1997;

         (2) Registrant's Quarterly Reports on Form 10-Q for the quarters ended
             March 31, 1998, June 30, 1998, and September 30,1998;

         (3) Registrant's Reports on Form 8-K dated April 15, 1998, April 27,
             1998, April 30, 1998, and June 9, 1998; and

         (4) The description of the Company's Common Stock, $.10 par value,
             contained in its Initial Registration Statement on Form 8-A, filed
             under Section 12 of the Securities Exchange Act of 1934 (the
             "Exchange Act") declared effective by the 

                                       3
4

             Commission on August 7, 1992, together with any amendment or report
             filed subsequent to the date hereof for the purpose of updating
             such description.

         All documents subsequently filed by Registrant pursuant to Sections
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 in this Registration Statement and to be part
hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Don M. Pearson, a partner in Argue Pearson Harbison & Myers, LLP
counsel for the Registrant that prepared this Registration Statement for the
Registrant, is an Assistant Secretary of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of directors and officers to the full extent permitted by
Maryland law.

         Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director or officer with respect to any
proceedings unless it is established that (a) the act or omission of the
director or officer was material to the matter giving rise to the proceeding and
was either committed in bad faith or the result of active or deliberate
dishonesty; (b) the director or officer actually received an improper personal
benefit in money, property or services, or; (c) in the case of criminal
proceedings, the director or officer had reasonable cause to believe that the
act or omission was unlawful. The indemnity may include judgments, penalties,
fines, settlements, and reasonable expenses actually incurred by the director or
officer in connection with the proceeding; provided, however, that if the
proceeding is one by, or in the right of, the corporation, indemnity is
permitted only for reasonable expenses and not with respect to any proceeding in
which the director shall have been adjudged to be liable to the corporation. The
termination of any proceeding by judgment, order or settlement does not create a
presumption that the director did not meet the requisite standard of conduct
required for permitted indemnification. The termination of any 

                                       4
5

proceeding by conviction, or a plea of nolo contendere or its equivalent, or an
entry of an order of probation prior to judgment, creates a rebuttable
presumption that the director or officer did not meet that standard of conduct.

         Insofar as indemnification for liabilities arising under the Securities
Act is permitted to directors and officers of the Registrant pursuant to the
above-described provisions, the Registrant understands that the Commission is of
the opinion that such indemnification contravenes federal public policy as
expressed in said act and therefore is unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

    4.1       Omega Healthcare Investors, Inc. 1993 Stock Option and Restricted
              Stock Plan, as amended and restated, filed as Exhibit A to
              Registrant's Proxy Statement dated April 6, 1998 for Registrant's
              Annual Meeting of Shareholders held on May 7, 1998 and
              incorporated herein by reference.

    5.1       Opinion of Argue Pearson Harbison & Myers, LLP regarding validity
              of securities.

    23.1      Consent of Argue Pearson Harbison & Myers, LLP (included in its
              opinion filed as Exhibit 5.1 hereto).

    23.2      Consent of Ernst & Young, LLP.

ITEM 9.  UNDERTAKINGS.

    (a)  The 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 

                                       5
6

    (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;

         (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.

         (4) If the registrant is a foreign private issuer, to file a
    post-effective amendment to the registration statement to include any
    financial statements required by Rule 3-19 of Regulation S-X at the start of
    any delayed offering or throughout a continuous 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or 

                                       6
7

otherwise, Registrant has been advised that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities 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, Registrant will, unless in the opinion of the counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                       7
8

                                   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 Ann Arbor, Michigan, on the 29th day of December,
1998.

                                  OMEGA HEALTHCARE INVESTORS, INC.

                                  By:   /S/  Essel W. Bailey, Jr.
                                     -------------------------------------
                                             Essel W. Bailey, Jr.
                                     President and Chief Executive 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.

         Signatures                  Title                   Date

/s/ Essel W. Bailey, Jr.
-------------------------    President, Chief                 December 29, 1998
    Essel W. Bailey, Jr.       Executive Officer,
                               and Director
                               (principal executive
                               officer)
/s/ David A. Stover
-------------------------    Vice President and Chief         December 29, 1998
    David A. Stover            Financial Officer
                               (principal financial and
                               accounting officer)

/s/ Martha A. Darling        Director                         December 29, 1998
-------------------------
    Martha A. Darling

/s/ James E. Eden
-------------------------    Director                         December 29, 1998
    James E. Eden

/s/ Thomas F. Franke
-------------------------    Director                         December 29, 1998
    Thomas F. Franke
                  
/s/ Henry Greer
-------------------------    Director                         December 29, 1998
    Henry Greer

                                       8
9

/s/ Harold J. Kloosterman
-------------------------    Director                         December 29, 1998
    Harold J. Kloosterman

/s/ Bernard J. Korman
-------------------------    Director                         December 29, 1998
    Bernard J. Korman

/s/ Edward Lowenthal
-------------------------    Director                         December 29, 1998
    Edward Lowenthal

/s/ Robert L. Parker
-------------------------    Director                         December 29, 1998
    Robert L. Parker

                                       9
10

                                 Exhibit Index
                                 -------------
Exhibit No.                   Description
-----------                   -----------
5.1                           Argue Person Harbison & Myers
                              Opinion relating thereto.

23.2                          Consent of Ernst & Young, LLP.