<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996



                                                 REGISTRATION NO. 333-__________



                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                            LUFKIN INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



             Texas                                   750404410
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)


                               601 South Raguet
                              Lufkin, Texas 75902
         (Address, including zip code, of Principal Executive Offices)



                            LUFKIN INDUSTRIES, INC.
                  1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)



                                DOUGLAS V. SMITH
                                   PRESIDENT
                                601 SOUTH RAGUET
                              LUFKIN, TEXAS 75902
                                 (409) 634-2211
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
 
    TITLE OF SECURITIES TO BE REGISTERED        AMOUNT TO BE          PROPOSED         PROPOSED         AMOUNT OF
                                               REGISTERED (1)         MAXIMUM           MAXIMUM      REGISTRATION FEE
                                                                   OFFERING PRICE      AGGREGATE
                                                                   PER SHARE (2)       OFFERING
                                                                                       PRICE (2)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                 <C>            <C>
Common Stock, Par Value $1.00 Per Share                150,000        $19.25           $2,887,500       $996.00
 
Common Share Purchase Rights (3)                            --                  --             --                   --
- ----------------------------------------------------------------------------------------------------------------------
</TABLE> 

(1)  The number of shares of Common Stock registered herein is subject to
     adjustment to prevent dilution from stock splits, stock dividends or
     similar transactions
 
(2)  Estimated solely for the purpose of calculating the registration fee, based
     upon the average of the high and low prices of a share of the Company's
     Common Stock on the Nasdaq National Market System on June 26, 1996
     pursuant to Rule 457(c).
 
(3)  Each share of Common Stock offered hereby includes one common share
     purchase right which is exercisable upon the occurrence of certain
     specified events.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The Company incorporates herein by reference the following documents, or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1995;

(2)  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     1996;

(3)  The description of the Company's common stock, par value $1.00 per share
     (the "Common Stock"), contained in the Company's Registration Statement on
     Form 8-A, dated August 15, 1966, filed pursuant to the Securities Exchange
     Act of 1934, as amended (the "Exchange Act") (No. 0-2612); and

(4)  The description of the Company's common share purchase rights contained in
     the Company's Registration Statement on Form 8-A, dated May 15, 1996, filed
     pursuant to the Exchange Act.



     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The information required by Item 4 is not applicable to this Registration
Statement since each class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Andrews & Kurth L.L.P., 4200 Texas
Commerce Tower, Houston, Texas 77002.  On June 25, 1996, attorneys of Andrews
& Kurth owned an aggregate of 30,036 shares of Common Stock of the Company.

                                      II-1
<PAGE>
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Bylaws contain provisions permitted by the Texas Business
Corporation Act (under which the Company is organized) which, in general terms,
provide that directors and officers will be indemnified by the Company, to the
full extent authorized or permitted by law, for all losses that may be incurred
by them in connection with any claim or legal action in which they may become
involved by reason of their service as a director or officer of the Company.
Such act provides that a Company may indemnify an officer or director who was,
is or is threatened to be made a party to any suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, because the person is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company in the same or another capacity in another
corporation or business association, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred if it is determined that
the person: (i) conducted himself in good faith, (ii) reasonably believed that,
in the case of conduct in his official capacity, his conduct was in the best
interests of the Company, and (iii) in the case of any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; provided that, if the
person is found liable to the Company or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (i)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (ii) will not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company.

     The directors and officers of the Company are insured (subject to certain
exceptions and deductions) against liabilities which they may incur in their
capacity as such under a liability insurance policy carried by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     The information required by Item 7 is not applicable to this Registration
Statement.

ITEM 8. EXHIBITS.
 
 Exhibit   
 Number    Description
 -------   -----------
4.1        Articles of Incorporation of the Company (included as Exhibit 3 to
           the Company's Annual Report on Form 10-K for the year ended December
           31, 1990, and incorporated herein by reference).

4.2        Bylaws of the Company (included as Exhibit 3 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1990, and
           incorporated herein by reference).

                                      II-2
<PAGE>
 
 Exhibit   
 Number    Description
 -------   -----------
4.3*       Lufkin Industries, Inc. 1996 Nonemployee Director Stock Option
           Plan.

5.1*       Opinion of Counsel.

23.1       Consent of Arthur Andersen LLP (included on Page 11-7).

23.2       Consent of Counsel (included in Exhibit 5.1).

24.1       Power of Attorney (included on Page 11-5).

- -------------------
*Filed herewith.



ITEM 9. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

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

(i)  To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

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

(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 the paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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

                                      II-3
<PAGE>
 
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
<PAGE>
 
                                   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 Lufkin, State of Texas, on June 28, 1996.



                                      Lufkin Industries, Inc.



                                      By:  /s/ Douglas V. Smith
                                          ---------------------------
                                          Douglas V. Smith
                                          President and Chief Executive Officer



     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Lufkin Industries, Inc. (the "Company") hereby constitutes and
appoints Douglas V. Smith and C. James Haley, Jr., or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

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



<TABLE>
<CAPTION>
Signature                           Title                     Date
- ---------                           -----                     ----
<S>                    <C>                               <C>
/s/ Douglas V. Smith    President and Chief Executive     June 28, 1996
- ---------------------   Officer and Director (Principal
Douglas V. Smith        Executive Officer)
                 
 
/s/ C. James Haley, Jr. Secretary - Treasurer             June 28, 1996
- ----------------------- (Principal
C. James Haley, Jr.     Financial and Accounting
                        Officer)
 
</TABLE>

                                      II-5
<PAGE>
 
<TABLE>
<S>                    <C>                               <C>
                       Director                          June __, 1996
- ---------------------- 
S.W. Henderson, III

/s/ L. R. Jalenak, Jr. Director                          June 28, 1996
- ----------------------
L. R. Jalenak, Jr. 
                   
                       Director                          June __, 1996
- ---------------------
H.H. King 
          
/s/ M.E. Kurth, Jr.    Director                          June 28, 1996
- ---------------------
M.E. Kurth, Jr. 
                
/s/ W.T. Little        Director                          June 28, 1996
- ---------------------
W.T. Little 
            
                       Director                          June __, 1996
- ---------------------
B.H. O'Neal 
            
/s/ F.B. Stevenson     Director                          June 28, 1996
- ---------------------
F.B. Stevenson  
               
/s/ H.J. Trout, Jr.    Director                          June 28, 1996
- ---------------------
H.J. Trout, Jr. 
                
/s/ W.W. Trout, Jr.    Director                          June 28, 1996
- ---------------------
W.W. Trout, Jr.  
                
/s/ T.E. Wiener        Director                          June 28, 1996
- ---------------------
T.E. Wiener 
            
</TABLE>

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16394}]
{"company-data": {"conformed-name": "LUFKIN INDUSTRIES INC", "cik": "0000060849", "assigned-sic": "3560", "irs-number": "750404410", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07129", "film-number": "96588307"}, "business-address": {"street1": "601 SOUTH RAGUET", "city": "LUFKIN", "state": "TX", "zip": "75902", "phone": "4096375555"}, "mail-address": {"street1": "601 SOUTH RAGUET", "city": "LUFKIN", "state": "TX", "zip": "75901"}, "former-company": {"former-conformed-name": "LUFKIN FOUNDRY & MACHINE CO", "date-changed": "19700827"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996

                                                 REGISTRATION NO. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            LUFKIN INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Texas                                   750404410
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                               601 South Raguet
                              Lufkin, Texas 75902
         (Address, including zip code, of Principal Executive Offices)

                            LUFKIN INDUSTRIES, INC.
                  1996 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                DOUGLAS V. SMITH
                                   PRESIDENT
                                601 SOUTH RAGUET
                              LUFKIN, TEXAS 75902
                                 (409) 634-2211
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED        AMOUNT TO BE          PROPOSED         PROPOSED         AMOUNT OF
                                               REGISTERED (1)         MAXIMUM           MAXIMUM      REGISTRATION FEE
                                                                   OFFERING PRICE      AGGREGATE
                                                                   PER SHARE (2)       OFFERING
                                                                                       PRICE (2)
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $1.00 Per Share                150,000        $19.25           $2,887,500       $996.00
 
Common Share Purchase Rights (3)                            --                  --             --                   --
- ----------------------------------------------------------------------------------------------------------------------
(1)  The number of shares of Common Stock registered herein is subject to
     adjustment to prevent dilution from stock splits, stock dividends or
     similar transactions
 
(2)  Estimated solely for the purpose of calculating the registration fee, based
     upon the average of the high and low prices of a share of the Company's
     Common Stock on the Nasdaq National Market System on June 26, 1996
     pursuant to Rule 457(c).
 
(3)  Each share of Common Stock offered hereby includes one common share
     purchase right which is exercisable upon the occurrence of certain
     specified events.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The Company incorporates herein by reference the following documents, or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1995;

(2)  The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     1996;

(3)  The description of the Company's common stock, par value $1.00 per share
     (the "Common Stock"), contained in the Company's Registration Statement on
     Form 8-A, dated August 15, 1966, filed pursuant to the Securities Exchange
     Act of 1934, as amended (the "Exchange Act") (No. 0-2612); and

(4)  The description of the Company's common share purchase rights contained in
     the Company's Registration Statement on Form 8-A, dated May 15, 1996, filed
     pursuant to the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     The information required by Item 4 is not applicable to this Registration
Statement since each class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Andrews & Kurth L.L.P., 4200 Texas
Commerce Tower, Houston, Texas 77002.  On June 25, 1996, attorneys of Andrews
& Kurth owned an aggregate of 30,036 shares of Common Stock of the Company.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Bylaws contain provisions permitted by the Texas Business
Corporation Act (under which the Company is organized) which, in general terms,
provide that directors and officers will be indemnified by the Company, to the
full extent authorized or permitted by law, for all losses that may be incurred
by them in connection with any claim or legal action in which they may become
involved by reason of their service as a director or officer of the Company.
Such act provides that a Company may indemnify an officer or director who was,
is or is threatened to be made a party to any suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, because the person is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company in the same or another capacity in another
corporation or business association, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred if it is determined that
the person: (i) conducted himself in good faith, (ii) reasonably believed that,
in the case of conduct in his official capacity, his conduct was in the best
interests of the Company, and (iii) in the case of any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful; provided that, if the
person is found liable to the Company or is found liable on the basis that
personal benefit was improperly received by the person, the indemnification (i)
is limited to reasonable expenses actually incurred by the person in connection
with the proceeding and (ii) will not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company.

     The directors and officers of the Company are insured (subject to certain
exceptions and deductions) against liabilities which they may incur in their
capacity as such under a liability insurance policy carried by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     The information required by Item 7 is not applicable to this Registration
Statement.

ITEM 8. EXHIBITS.
 
 Exhibit   
 Number    Description
 -------   -----------
4.1        Articles of Incorporation of the Company (included as Exhibit 3 to
           the Company's Annual Report on Form 10-K for the year ended December
           31, 1990, and incorporated herein by reference).

4.2        Bylaws of the Company (included as Exhibit 3 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1990, and
           incorporated herein by reference).

                                      II-2
Exhibit   
 Number    Description
 -------   -----------
4.3*       Lufkin Industries, Inc. 1996 Nonemployee Director Stock Option
           Plan.

5.1*       Opinion of Counsel.

23.1       Consent of Arthur Andersen LLP (included on Page 11-7).

23.2       Consent of Counsel (included in Exhibit 5.1).

24.1       Power of Attorney (included on Page 11-5).

- -------------------
*Filed herewith.

ITEM 9. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

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

(i)  To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

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

(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 the paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if 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

                                      II-3
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lufkin, State of Texas, on June 28, 1996.

                                      Lufkin Industries, Inc.

                                      By:  /s/ Douglas V. Smith
                                          ---------------------------
                                          Douglas V. Smith
                                          President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Lufkin Industries, Inc. (the "Company") hereby constitutes and
appoints Douglas V. Smith and C. James Haley, Jr., or either of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

     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.
Signature                           Title                     Date
- ---------                           -----                     ----
/s/ Douglas V. Smith    President and Chief Executive     June 28, 1996
- ---------------------   Officer and Director (Principal
Douglas V. Smith        Executive Officer)
                 
 
/s/ C. James Haley, Jr. Secretary - Treasurer             June 28, 1996
- ----------------------- (Principal
C. James Haley, Jr.     Financial and Accounting
                        Officer)
II-5
Director                          June __, 1996
- ---------------------- 
S.W. Henderson, III

/s/ L. R. Jalenak, Jr. Director                          June 28, 1996
- ----------------------
L. R. Jalenak, Jr. 
                   
                       Director                          June __, 1996
- ---------------------
H.H. King 
          
/s/ M.E. Kurth, Jr.    Director                          June 28, 1996
- ---------------------
M.E. Kurth, Jr. 
                
/s/ W.T. Little        Director                          June 28, 1996
- ---------------------
W.T. Little 
            
                       Director                          June __, 1996
- ---------------------
B.H. O'Neal 
            
/s/ F.B. Stevenson     Director                          June 28, 1996
- ---------------------
F.B. Stevenson  
               
/s/ H.J. Trout, Jr.    Director                          June 28, 1996
- ---------------------
H.J. Trout, Jr. 
                
/s/ W.W. Trout, Jr.    Director                          June 28, 1996
- ---------------------
W.W. Trout, Jr.  
                
/s/ T.E. Wiener        Director                          June 28, 1996
- ---------------------
T.E. Wiener
II-6