<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998

                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549 

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

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

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

                               CIENA CORPORATION
            (Exact name of registrant as specified in its charter)

                                    Delaware
                        (State or other jurisdiction of
                         incorporation or organization)

                                   23-2725311              
                       --------------------------------
                      (I.R.S. Employer Identification No.)



                              1201 Winterson Road
                           Linthicum, Maryland 21090
                                 (410) 865-8500
                                 --------------
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

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

                 CIENA Corporation Employee Stock Purchase Plan
                            (Full title of the Plan)

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

                               G. Eric Georgatos
                 Vice President, General Counsel and Secretary
                               CIENA Corporation
                              1201 Winterson Road
                           Linthicum, Maryland 21090
                                 (410) 865-8500

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                            Michael J. Silver, Esq.
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                           Baltimore, Maryland 21202
                                 (410) 659-2700     

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                               AMOUNT         PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                   TO BE          OFFERING PRICE       AGGREGATE OFFERING   REGISTRATION
            TO BE REGISTERED                 REGISTERED          PER SHARE                PRICE            FEE (1)
------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>                   <C>               <C>
Common Stock, par value $.01  per share       2,500,000               $54.25                $135,625,000      $40,009.38
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated pursuant to Rule 457(c) and (h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices per share of
CIENA Corporation common stock, par value $.01 per share, on May 5, 1998,
as reported on the NASDAQ National Market.

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

                                                Exhibit Index Appears on page 6.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.  These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                CIENA Corporation (the "Company") hereby incorporates by
reference into this registration statement the following documents filed by it
with the Commission:

                (a)     The Registrant's Form 10-K for the fiscal year ended
                        October 31, 1997;

                (b)     All reports filed with the Commission pursuant to
                        Section 13(a) or 15(d) of the Securities Exchange Act
                        of 1934, as amended (the "Exchange Act"), since October
                        31, 1997; and

                (c)     The description of the Company's Common Stock, $.01 par
                        value per share ("Common Stock"), contained in the
                        Registrant's Registration Statement on Form 8-A filed
                        with the Commission on January 13, 1997, including all
                        amendments and reports filed under Section 13(a) or
                        15(d) of the Exchange Act for purposes of updating the
                        description of Common Stock.

                In addition, all documents and reports filed by the Company
subsequent to the date hereof 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 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 or reports.  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 in any other subsequent filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.         DESCRIPTION OF SECURITIES.

                Not applicable (the Common Stock is registered under Section
12(g) of the Exchange Act).
<PAGE>   3
ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Item 14 of Part II of the Registration Statement of the
Registrant on Form S-1 (Registration No. 333-17729) is hereby incorporated by
reference into this Registration Statement.

                       *               *               *

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
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, the Company 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.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.         EXHIBITS.

<TABLE>
<CAPTION>
                Exhibit
                Number  Description
                ------  -----------

                <S>     <C>
                 5.1    Opinion of Hogan & Hartson L.L.P. regarding the legality of the
                        shares being registered.

                23.1    Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

                23.2    Consent of Price Waterhouse LLP.

                24.1    Power of Attorney (included on signature page).
</TABLE>

ITEM 9.         UNDERTAKINGS.

        (a)     The undersigned Registrant hereby undertakes:

                        (1)     To file, during any period in which offers or
                        sales are being made, a post-effective amendment to
                        this registration statement:

                                (i)     To include any prospectus required by
                        Section 10(a)(3) of the Securities Act;





                                       2
<PAGE>   4
                                (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) 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 Exchange Act that are
                incorporated by reference in the 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.

        (b)     The undersigned Registrant hereby undertakes 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 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)     The undertaking concerning indemnification is set forth under
the response to Item 6.





                                       3
<PAGE>   5
                                   SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Linthicum, State of Maryland, on the
21st day of April, 1998.


                                CIENA CORPORATION



                                By:  /s/PATRICK H. NETTLES         
                                    ----------------------------
                                     Patrick H. Nettles
                                     President and Chief Executive Officer





                               POWER OF ATTORNEY

                Know all men by these presents, that each individual whose
signature appears below constitutes and appoints Patrick H. Nettles, Joseph R.
Chinnici and G. Eric Georgatos, and each of them or his true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign a
registration statement (the "Registration Statement") relating to a
registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                      Title                            Date
         ---------                                      -----                            ----

  <S>                                      <C>                                      <C>
  /s/PATRICK H. NETTLES                    Director, President and Chief            April 21, 1998
  ---------------------------------        Executive Officer
  Patrick H. Nettles
                                   
  /s/JOSEPH R. CHINNICI                    Senior Vice President, Finance and       April 21, 1998
  ---------------------------------        Chief Financial Officer
  Joseph R. Chinnici             

  /s/JON W. BAYLESS                        Chairman of the Board of                 April 21, 1998
  ---------------------------------        Directors                                              
  Jon W. Bayless                           

  /s/ANDREW C. PETRIK                      Vice President, Controller and           April 21, 1998
  ---------------------------------        Treasurer
  Andrew C. Petrik
</TABLE>





                                       4
<PAGE>   6
<TABLE>
  <S>                                      <C>                                      <C>
  /s/HARVEY B. CASH                        Director
  ---------------------------------                
  Harvey B. Cash                                                                     April 20, 1998


  /s/CLIFFORD H. HIGGERSON                  Director                                 April 21, 1998
  ---------------------------------                                                               
  Clifford H. Higgerson

  /s/BILLY B. OLIVER                        Director                                 April 21, 1998
  ---------------------------------                                                               
  Billy B. Oliver

  /s/MICHAEL J. ZAK                         Director                                 April 21, 1998
  ---------------------------------                                                               
  Michael J. Zak
</TABLE>






                                       5
<PAGE>   7

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                            Description
------                                            -----------
<S>          <C>
 5.1         Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares being
             registered.

23.1         Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

23.2         Consent of Price Waterhouse LLP.

24.1         Power of Attorney (included on signature page).
</TABLE>





                                       6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION ON FORM S-8", "secsgml_size_bytes": 18580}]
{"company-data": {"conformed-name": "CIENA CORP", "cik": "0000936395", "assigned-sic": "3661", "irs-number": "232725311", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52467", "film-number": "98617126"}, "business-address": {"street1": "8530 CORRIDOR RD", "city": "SAVAGE", "state": "MD", "zip": "20763", "phone": "3013175800"}, "mail-address": {"street1": "8530 CORRIDOR RD", "city": "SAVAGE", "state": "MD", "zip": "20763"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998

                                                 Registration No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549 

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

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

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

                               CIENA CORPORATION
            (Exact name of registrant as specified in its charter)

                                    Delaware
                        (State or other jurisdiction of
                         incorporation or organization)

                                   23-2725311              
                       --------------------------------
                      (I.R.S. Employer Identification No.)

                              1201 Winterson Road
                           Linthicum, Maryland 21090
                                 (410) 865-8500
                                 --------------
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

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

                 CIENA Corporation Employee Stock Purchase Plan
                            (Full title of the Plan)

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

                               G. Eric Georgatos
                 Vice President, General Counsel and Secretary
                               CIENA Corporation
                              1201 Winterson Road
                           Linthicum, Maryland 21090
                                 (410) 865-8500

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                            Michael J. Silver, Esq.
                             Hogan & Hartson L.L.P.
                            111 South Calvert Street
                           Baltimore, Maryland 21202
                                 (410) 659-2700     

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

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                               AMOUNT         PROPOSED MAXIMUM      PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES                   TO BE          OFFERING PRICE       AGGREGATE OFFERING   REGISTRATION
            TO BE REGISTERED                 REGISTERED          PER SHARE                PRICE            FEE (1)
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01  per share       2,500,000               $54.25                $135,625,000      $40,009.38
------------------------------------------------------------------------------------------------------------------------
(1)      Estimated pursuant to Rule 457(c) and (h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices per share of
CIENA Corporation common stock, par value $.01 per share, on May 5, 1998,
as reported on the NASDAQ National Market.

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

                                                Exhibit Index Appears on page 6.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                The documents containing the information specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").  In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.  These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                CIENA Corporation (the "Company") hereby incorporates by
reference into this registration statement the following documents filed by it
with the Commission:

                (a)     The Registrant's Form 10-K for the fiscal year ended
                        October 31, 1997;

                (b)     All reports filed with the Commission pursuant to
                        Section 13(a) or 15(d) of the Securities Exchange Act
                        of 1934, as amended (the "Exchange Act"), since October
                        31, 1997; and

                (c)     The description of the Company's Common Stock, $.01 par
                        value per share ("Common Stock"), contained in the
                        Registrant's Registration Statement on Form 8-A filed
                        with the Commission on January 13, 1997, including all
                        amendments and reports filed under Section 13(a) or
                        15(d) of the Exchange Act for purposes of updating the
                        description of Common Stock.

                In addition, all documents and reports filed by the Company
subsequent to the date hereof 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 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 or reports.  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 in any other subsequent filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.         DESCRIPTION OF SECURITIES.

                Not applicable (the Common Stock is registered under Section
12(g) of the Exchange Act).
3
ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Item 14 of Part II of the Registration Statement of the
Registrant on Form S-1 (Registration No. 333-17729) is hereby incorporated by
reference into this Registration Statement.

                       *               *               *

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
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, the Company 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.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.         EXHIBITS.
Exhibit
                Number  Description
                ------  -----------
5.1    Opinion of Hogan & Hartson L.L.P. regarding the legality of the
                        shares being registered.

                23.1    Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

                23.2    Consent of Price Waterhouse LLP.

                24.1    Power of Attorney (included on signature page).
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;

                                       2
4
                                (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) 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 Exchange Act that are
                incorporated by reference in the 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.

        (b)     The undersigned Registrant hereby undertakes 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 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)     The undertaking concerning indemnification is set forth under
the response to Item 6.

                                       3
5
                                   SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the
undersigned 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 Linthicum, State of Maryland, on the
21st day of April, 1998.

                                CIENA CORPORATION

                                By:  /s/PATRICK H. NETTLES         
                                    ----------------------------
                                     Patrick H. Nettles
                                     President and Chief Executive Officer

                               POWER OF ATTORNEY

                Know all men by these presents, that each individual whose
signature appears below constitutes and appoints Patrick H. Nettles, Joseph R.
Chinnici and G. Eric Georgatos, and each of them or his true and lawful
attorney-in-fact and agent, with power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign a
registration statement (the "Registration Statement") relating to a
registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post-effective amendments) to the Registration Statement,
and to file the same, with all exhibits and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities and on the date indicated.
Signature                                      Title                            Date
         ---------                                      -----                            ----
/s/PATRICK H. NETTLES                    Director, President and Chief            April 21, 1998
  ---------------------------------        Executive Officer
  Patrick H. Nettles
                                   
  /s/JOSEPH R. CHINNICI                    Senior Vice President, Finance and       April 21, 1998
  ---------------------------------        Chief Financial Officer
  Joseph R. Chinnici             

  /s/JON W. BAYLESS                        Chairman of the Board of                 April 21, 1998
  ---------------------------------        Directors                                              
  Jon W. Bayless                           

  /s/ANDREW C. PETRIK                      Vice President, Controller and           April 21, 1998
  ---------------------------------        Treasurer
  Andrew C. Petrik
4
6
/s/HARVEY B. CASH                        Director
  ---------------------------------                
  Harvey B. Cash                                                                     April 20, 1998

  /s/CLIFFORD H. HIGGERSON                  Director                                 April 21, 1998
  ---------------------------------                                                               
  Clifford H. Higgerson

  /s/BILLY B. OLIVER                        Director                                 April 21, 1998
  ---------------------------------                                                               
  Billy B. Oliver

  /s/MICHAEL J. ZAK                         Director                                 April 21, 1998
  ---------------------------------                                                               
  Michael J. Zak
5
7

                                 EXHIBIT INDEX
Exhibit
Number                                            Description
------                                            -----------
5.1         Opinion of Hogan & Hartson L.L.P. regarding the legality of the shares being
             registered.

23.1         Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).

23.2         Consent of Price Waterhouse LLP.

24.1         Power of Attorney (included on signature page).
6