<PAGE>   1


    As filed with the Securities and Exchange Commission on June 23, 1994
                                                      Registration No. 33-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                          ____________________________

                                    FORM S-8

         REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                               NORAM ENERGY CORP.
               (Exact name of registrant as specified in charter)

       DELAWARE                                             72-0120530
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                              Identification No.)

                               1600 SMITH STREET
                                   11TH FLOOR
                             HOUSTON, TEXAS  77002
                                 (713) 654-5100
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

           _________________________________________________________

               RESTRICTED  STOCK  PLAN FOR NONEMPLOYEE  DIRECTORS
                            (Full title of the plan)

                               HUBERT GENTRY, JR.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               NORAM ENERGY CORP.
                                   1600 SMITH
                             HOUSTON, TEXAS  77002
                                 (713) 654-5527
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                   __________________________________________

                                   COPIES TO:
                            GERRY D. OSTERLAND, ESQ.
                           JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                              DALLAS, TEXAS  75201
                                 (214) 220-3939
                  ___________________________________________

                       CALCULATION  OF REGISTRATION  FEE


<TABLE>
<CAPTION>
==================================================================================================================================
Title of securities to be        Amount to be      Proposed maximum        Proposed maximum          Amount of
     registered                   registered      offering price per      aggregate offering     registration fee (2)
                                                       share(1)               price (1)  
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                            <C>                    <C>                   <C>                      <C>
  Common Stock,  $.625 par      125,000 shares         $6.00                 $750,000                 $259
value per share
====================================================================================================================================
</TABLE>

(1)   Based upon the average of the high and low sales prices of the Common
      Stock included in the New York Stock Exchange-Composite Transactions 
      report for June 17, 1994, as published by The Wall Street Journal.
(2)   Calculated pursuant to Rule 457 under the Securities Act of 1933, as
      amended.

================================================================================
<PAGE>   2



                                    PART II

                           INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated by reference in this Registration Statement on Form S-8 (this
"Registration Statement") of NorAm Energy Corp. (the "Company") and made a part
hereof:

         (1)     The Annual Report on Form 10-K of the Company for the year
                 ended December 31, 1993.

         (2)     The Quarterly Report on Form 10-Q of the Company for the
                 quarter ended March 31, 1994.

         (3)     The description of the Company's common stock, $.625 par value
                 per share (the "Common Stock"), contained in the Registration
                 Statement on Form 8-A of the Company, dated February 12, 1974,
                 as amended, and all amendments and reports filed for the
                 purpose of updating that description.

         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all of the shares of Common Stock offered
(the "Shares") have been sold or which deregisters all Shares then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed documents that also is or 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 Registration Statement.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         The validity of the Shares will be passed upon for the Company by
Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the
Company, 1600 Smith Street, 11th Floor, Houston, Texas  77002.  As of June 21,
1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock acquired
pursuant to various employee benefit plans of the Company.

<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware (the "DGCL")
gives corporations the power to indemnify officers and directors under certain
circumstances.

         Article III of the Company's By-Laws provides for indemnification of
officers and directors to the extent permitted by the DGCL.  The Company also
has policies insuring its officers and directors against certain liabilities
for action taken in such capacities, including liabilities under the Act.

         Article Seventh of the Company's Restated Certificate of
Incorporation, as amended, adopted the provision of Delaware law limiting or
eliminating the potential monetary liability of directors to the Company or its
stockholders for breaches of a director's fiduciary duty of care.  However, the
provision does not limit or eliminate the liability of a director for
disloyalty to the Company or its stockholders, failing to act in good faith,
engaging in intentional misconduct or a knowing violation of the law, obtaining
an improper personal benefit or paying a dividend or approving a stock
repurchase that was illegal under section 174 of the DGCL.

         Article Seventh also provides that if the DGCL is subsequently amended
to authorize further limitation or elimination of the liability of directors,
such subsequent limitation or elimination of director's liability will be
automatically implemented without further stockholder action.  Furthermore,
repeal or modification of the terms of Article Seventh will not adversely
affect any right or protection of a director existing at the time of such
repeal or modification.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
 Exhibit No.                               Description of Exhibit
 -----------                               ----------------------
  <S>             <C>
   4.1            Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1
                  to the Company's Registration Statement on Form S-3 (No. 33-52833))

   4.2            By-Laws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement
                  on Form S-8 (No. 33-54241))

   5              Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company

  23.1            Consent of Coopers & Lybrand

  23.2            Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company
                  (contained in the opinion attached hereto as Exhibit 5)

  24              Powers of Attorney of each of the directors and officers of the Company whose name appears on the 
                  signature pages hereof

</TABLE>




                                     II - 2
<PAGE>   4

ITEM 9.  UNDERTAKINGS

         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, as amended (the "Securities
         Act");

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the information
         set forth in the Registration Statement; and

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

provided, however, that paragraphs (i) and (ii) above do not apply if this
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 Exchange Act that are incorporated by reference in this
Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, 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)     That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5)     That, insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
person for 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 and is, therefore, unenforceable.  In the event that a
claim for indemnification





                                     II - 3
<PAGE>   5
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 and will be governed
by the final adjudication of such issue.





                                     II - 4
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on this 23 day of June,
1994.

                                                NORAM ENERGY CORP.
                                                (Registrant)



                                                By /s/ Michael B. Bracy  
                                                   -------------------------
                                                   (Michael B. Bracy)
                                                   Executive Vice President and
                                                    Principal Financial Officer



         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated



/s/  T. MILTON HONEA             Principal executive               June 23, 1994
- -----------------------          officer and Director
   (T. Milton Honea)         
Chairman of the Board and
  Chief Executive Officer

/s/ MICHAEL B. BRACY             Principal financial
- -----------------------          officer and Director
  (Michael B. Bracy)               
Executive Vice President and
 Principal Financial Officer

/s/ JACK W. ELLIS, II            Principal accounting
- -----------------------          officer
  (Jack W. Ellis, II)            
Vice President and
 Corporate Controller

 JOE E. CHENOWETH*               Director
- -----------------------
(Joe E. Chenoweth)

 O. HOLCOMBE CROSSWELL*          Director
- -----------------------
(O. Holcombe Crosswell)





                                     II - 5
<PAGE>   7
    WALTER A. DEROECK*            Director
- -------------------------
    (Walter A. DeRoeck)

   DONALD H. FLANDERS*            Director
- -------------------------
   (Donald H. Flanders)

    JAMES O. FOGLEMAN*            Director
- -------------------------
    (James O. Fogleman)

      JOHN P. GOVER*              Director
- -------------------------
     (John P. Gover)

    ROBERT C. HANNA*              Director
- -------------------------
    (Robert C. Hanna)

      MYRA JONES*                 Director
- -------------------------
     (Myra Jones)

    SIDNEY MONCRIEF*              Director
- -------------------------
    (Sidney Moncrief)

    LARRY C. WALLACE*             Director
- -------------------------
    (Larry C. Wallace)

    D. W. WEIR, SR.*              Director
- -------------------------
    (D. W. Weir, Sr.)



*By  /s/ Michael B. Bracy                                       June 23, 1994
   -----------------------        
      (Michael B. Bracy
      Attorney-in-Fact)





                                     II - 6
<PAGE>   8
                                      
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                             Sequentially
Exhibit                                                                        Numbered
 No.                      Description of Exhibit                                 Page
 ---                      ----------------------                                 ----
 <S>             <C>                                                              <C>
  4.1    -       Restated Certificate of Incorporation of the                     *
                 Company, as amended (incorporated by reference
                 to Exhibit 4.1 to the Company's Registration
                 Statement on Form S-3 (No. 33-52833))

  4.2    -       By-Laws of the Company (incorporated by                          *
                 reference to Exhibit 4.2 to the Company's
                 Registration Statement on Form S-8 (No.33-54241))

  5      -       Opinion of Hubert Gentry, Jr.,
                 Senior Vice President, General Counsel
                 and Secretary

 23.1    -       Consent of Coopers & Lybrand

 23.2    -       Consent of Hubert Gentry, Jr., Senior
                 Vice President, General Counsel and
                 Secretary (contained in the opinion
                 attached hereto as Exhibit 5)

 24      -       Powers of Attorney of each of the directors
                 and officers of the Company whose name appears
                 on the signature pages hereof


</TABLE>



____________________

*  Incorporated by reference.





                                     II - 7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17890}]
{"company-data": {"conformed-name": "NORAM ENERGY CORP", "cik": "0000007314", "assigned-sic": "4923", "irs-number": "720120530", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54247", "film-number": "94535423"}, "business-address": {"street1": "ARKLA BLDG", "street2": "525 MILAM ST", "city": "SHREVEPORT", "state": "LA", "zip": "71101", "phone": "3184292700"}, "former-company": [{"former-conformed-name": "ARKLA INC", "date-changed": "19920703"}, {"former-conformed-name": "ARKANSAS LOUISIANA GAS CO", "date-changed": "19820322"}]}
1

    As filed with the Securities and Exchange Commission on June 23, 1994
                                                      Registration No. 33-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                          ____________________________

                                    FORM S-8

         REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OF  1933

                               NORAM ENERGY CORP.
               (Exact name of registrant as specified in charter)

       DELAWARE                                             72-0120530
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                              Identification No.)

                               1600 SMITH STREET
                                   11TH FLOOR
                             HOUSTON, TEXAS  77002
                                 (713) 654-5100
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

           _________________________________________________________

               RESTRICTED  STOCK  PLAN FOR NONEMPLOYEE  DIRECTORS
                            (Full title of the plan)

                               HUBERT GENTRY, JR.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               NORAM ENERGY CORP.
                                   1600 SMITH
                             HOUSTON, TEXAS  77002
                                 (713) 654-5527
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                   __________________________________________

                                   COPIES TO:
                            GERRY D. OSTERLAND, ESQ.
                           JONES, DAY, REAVIS & POGUE
                           2300 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                              DALLAS, TEXAS  75201
                                 (214) 220-3939
                  ___________________________________________

                       CALCULATION  OF REGISTRATION  FEE
==================================================================================================================================
Title of securities to be        Amount to be      Proposed maximum        Proposed maximum          Amount of
     registered                   registered      offering price per      aggregate offering     registration fee (2)
                                                       share(1)               price (1)  
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock,  $.625 par      125,000 shares         $6.00                 $750,000                 $259
value per share
====================================================================================================================================
(1)   Based upon the average of the high and low sales prices of the Common
      Stock included in the New York Stock Exchange-Composite Transactions 
      report for June 17, 1994, as published by The Wall Street Journal.
(2)   Calculated pursuant to Rule 457 under the Securities Act of 1933, as
      amended.

================================================================================
2

                                    PART II

                           INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated by reference in this Registration Statement on Form S-8 (this
"Registration Statement") of NorAm Energy Corp. (the "Company") and made a part
hereof:

         (1)     The Annual Report on Form 10-K of the Company for the year
                 ended December 31, 1993.

         (2)     The Quarterly Report on Form 10-Q of the Company for the
                 quarter ended March 31, 1994.

         (3)     The description of the Company's common stock, $.625 par value
                 per share (the "Common Stock"), contained in the Registration
                 Statement on Form 8-A of the Company, dated February 12, 1974,
                 as amended, and all amendments and reports filed for the
                 purpose of updating that description.

         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all of the shares of Common Stock offered
(the "Shares") have been sold or which deregisters all Shares then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed documents that also is or 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 Registration Statement.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         The validity of the Shares will be passed upon for the Company by
Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the
Company, 1600 Smith Street, 11th Floor, Houston, Texas  77002.  As of June 21,
1994, Mr. Gentry beneficially owned 19,138 shares of Common Stock acquired
pursuant to various employee benefit plans of the Company.
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of Delaware (the "DGCL")
gives corporations the power to indemnify officers and directors under certain
circumstances.

         Article III of the Company's By-Laws provides for indemnification of
officers and directors to the extent permitted by the DGCL.  The Company also
has policies insuring its officers and directors against certain liabilities
for action taken in such capacities, including liabilities under the Act.

         Article Seventh of the Company's Restated Certificate of
Incorporation, as amended, adopted the provision of Delaware law limiting or
eliminating the potential monetary liability of directors to the Company or its
stockholders for breaches of a director's fiduciary duty of care.  However, the
provision does not limit or eliminate the liability of a director for
disloyalty to the Company or its stockholders, failing to act in good faith,
engaging in intentional misconduct or a knowing violation of the law, obtaining
an improper personal benefit or paying a dividend or approving a stock
repurchase that was illegal under section 174 of the DGCL.

         Article Seventh also provides that if the DGCL is subsequently amended
to authorize further limitation or elimination of the liability of directors,
such subsequent limitation or elimination of director's liability will be
automatically implemented without further stockholder action.  Furthermore,
repeal or modification of the terms of Article Seventh will not adversely
affect any right or protection of a director existing at the time of such
repeal or modification.

ITEM 8.  EXHIBITS
Exhibit No.                               Description of Exhibit
 -----------                               ----------------------
4.1            Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1
                  to the Company's Registration Statement on Form S-3 (No. 33-52833))

   4.2            By-Laws of the Company (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement
                  on Form S-8 (No. 33-54241))

   5              Opinion of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company

  23.1            Consent of Coopers & Lybrand

  23.2            Consent of Hubert Gentry, Jr., Senior Vice President, General Counsel and Secretary of the Company
                  (contained in the opinion attached hereto as Exhibit 5)

  24              Powers of Attorney of each of the directors and officers of the Company whose name appears on the 
                  signature pages hereof
II - 2
4

ITEM 9.  UNDERTAKINGS

         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, as amended (the "Securities
         Act");

                 (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the information
         set forth in the Registration Statement; and

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

provided, however, that paragraphs (i) and (ii) above do not apply if this
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 Exchange Act that are incorporated by reference in this
Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, 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)     That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5)     That, insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
person for 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 and is, therefore, unenforceable.  In the event that a
claim for indemnification

                                     II - 3
5
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 and will be governed
by the final adjudication of such issue.

                                     II - 4
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on this 23 day of June,
1994.

                                                NORAM ENERGY CORP.
                                                (Registrant)

                                                By /s/ Michael B. Bracy  
                                                   -------------------------
                                                   (Michael B. Bracy)
                                                   Executive Vice President and
                                                    Principal Financial Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated

/s/  T. MILTON HONEA             Principal executive               June 23, 1994
- -----------------------          officer and Director
   (T. Milton Honea)         
Chairman of the Board and
  Chief Executive Officer

/s/ MICHAEL B. BRACY             Principal financial
- -----------------------          officer and Director
  (Michael B. Bracy)               
Executive Vice President and
 Principal Financial Officer

/s/ JACK W. ELLIS, II            Principal accounting
- -----------------------          officer
  (Jack W. Ellis, II)            
Vice President and
 Corporate Controller

 JOE E. CHENOWETH*               Director
- -----------------------
(Joe E. Chenoweth)

 O. HOLCOMBE CROSSWELL*          Director
- -----------------------
(O. Holcombe Crosswell)

                                     II - 5
7
    WALTER A. DEROECK*            Director
- -------------------------
    (Walter A. DeRoeck)

   DONALD H. FLANDERS*            Director
- -------------------------
   (Donald H. Flanders)

    JAMES O. FOGLEMAN*            Director
- -------------------------
    (James O. Fogleman)

      JOHN P. GOVER*              Director
- -------------------------
     (John P. Gover)

    ROBERT C. HANNA*              Director
- -------------------------
    (Robert C. Hanna)

      MYRA JONES*                 Director
- -------------------------
     (Myra Jones)

    SIDNEY MONCRIEF*              Director
- -------------------------
    (Sidney Moncrief)

    LARRY C. WALLACE*             Director
- -------------------------
    (Larry C. Wallace)

    D. W. WEIR, SR.*              Director
- -------------------------
    (D. W. Weir, Sr.)

*By  /s/ Michael B. Bracy                                       June 23, 1994
   -----------------------        
      (Michael B. Bracy
      Attorney-in-Fact)

                                     II - 6
8
                                      
                              INDEX TO EXHIBITS
Sequentially
Exhibit                                                                        Numbered
 No.                      Description of Exhibit                                 Page
 ---                      ----------------------                                 ----
4.1    -       Restated Certificate of Incorporation of the                     *
                 Company, as amended (incorporated by reference
                 to Exhibit 4.1 to the Company's Registration
                 Statement on Form S-3 (No. 33-52833))

  4.2    -       By-Laws of the Company (incorporated by                          *
                 reference to Exhibit 4.2 to the Company's
                 Registration Statement on Form S-8 (No.33-54241))

  5      -       Opinion of Hubert Gentry, Jr.,
                 Senior Vice President, General Counsel
                 and Secretary

 23.1    -       Consent of Coopers & Lybrand

 23.2    -       Consent of Hubert Gentry, Jr., Senior
                 Vice President, General Counsel and
                 Secretary (contained in the opinion
                 attached hereto as Exhibit 5)

 24      -       Powers of Attorney of each of the directors
                 and officers of the Company whose name appears
                 on the signature pages hereof
____________________

*  Incorporated by reference.

                                     II - 7