As filed with the Securities and Exchange Commission on June 27, 1997         
                                             Registration No. 333- -------
_____________________________________________________________________________ 
                                                                              
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ------------------------
                                
                              TCBY ENTERPRISES, INC.
                (Exact name of registrant as specified in its charter)

                Delaware                              71-0552115
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
     incorporation or organization)


                                1100 TCBY Tower
                            425 West Capitol Avenue 
                         Little Rock, Arkansas  72201
                                  (501) 688-8229
                     (Address of Principal Executive Offices)
                             ----------------------

                       1992 EMPLOYEE STOCK OPTION PLAN OF                     
                            TCBY ENTERPRISES, INC.                            
                           (full title of the plan)
                             ----------------------

                                                                              
                                           Copies of Communications to:
          William P. Creasman                   Richard N. Massey, Esq.
     1100 TCBY Tower, 425 W. Capitol                 Rose Law Firm
      Little Rock, Arkansas  72201            A Professional Association
            (501) 688-8229                      120 East Fourth Street
   (Name, address, including zip code)          Little Rock, AR  72201
   and telephone number, including                  (501) 375-9131
   area code, of agent for service)         

                                                                              
<TABLE>                                                                       
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
             
Title of securities to            Amount to be            Proposed maximum     Proposed maximum              Amount of    
    be registered                  registered            offering price per    aggregate offering         registration fee
                                                               share                  price                                        
                   
<S>                              <C>                     <C>                         <C>                         <C>             
Common Stock                     3,000,000 Shares            $ 6.25 (2)         $ 18,750,000 (2)              $ 5,681.82     
(par value $.10)(1)

</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers (to the extent applicable to the
<PAGE>



Plan) an indeterminate amount of interests to be offered or sold pursuant to
the plan.
(2)  Calculated pursuant to Rule 457(c) based upon the average of the high
and low prices for the common stock as reported by the New York Stock
Exchange on July 3, 1997.

                                      PART I

                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 ("Securities Act") and the Note to Part
I of Form S-8.


                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by TCBY Enterprises, Inc. ("Registrant" or
"Corporation") with the Securities and Exchange Commission are incorporated
by reference in this registration statement:

     (1)  Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996 filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934 (the "Exchange Act").

     (2)  Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 2, 1997.

     (3)  The description of Registrant's common stock contained in Item 1.
of the Registrant's registration statement on Form 8-A dated September 9,
1988, registering its common stock under Section 12(b) of the Exchange Act,
and any amendment or report filed for the purpose of updating such
description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.                                           
               
         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                                                                              
                      Not Applicable.
                                                                  
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
<PAGE>



     
     Section 5 of Article IX of the Corporation's By-laws provides for
indemnification of directors and officers as follows:

     Section 5.  Indemnification of Directors, Officers, Employees and
Agents.  The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation),
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was servicing at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees) and judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding in accordance with, and, to the maximum extent
permitted from time to time by the General Corporation law of the State of
Delaware.

     Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the
Corporation; allows the advancement of costs of defending against litigation;
and permits companies incorporated in Delaware to purchase insurance on
behalf of directors, officers, employees and agents against liabilities
whether or not in the circumstances such companies would have the power to
indemnify against such liabilities under the provisions of the statute.

     The Corporation has obtained an insurance policy in the amount of
$5,000,000 which (i) provides for the payment by the insurer of all amounts
which the Corporation may legally pay to officers and directors as
indemnification, excluding certain fines and penalties which are legally
uninsurable, and (ii) insures the Corporation's officers and directors
against certain claims which are not indemnified by the Corporation.

     Article NINTH of the Corporation's Certificate of Incorporation
eliminates directors liability for monetary damages arising out of a breach
of their fiduciary duty of care as follows:

     NINTH:  No director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that this
Article NINTH shall not eliminate or limit the liability of a director to the
extent provided by applicable law (i) for any breach of the directors duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the director
derives an improper personal benefit.  No amendment to or repeal of this
Article NINTH shall apply to or have any effect on the liability of any
director of the Corporation for or with respect to any acts or omissions of
such director and occurring prior to such amendment or repeal.
     
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                                                                              
                      Not Applicable.                                         
                           
ITEM 8.  EXHIBITS

     The following is a list of Exhibits and also serves as the Exhibit
Index.
<PAGE>




EXHIBIT
NUMBER                     DESCRIPTION OF DOCUMENT              


(4)       1992 Employee Stock Option Plan of TCBY Enterprises, Inc.,
previously filed as Exhibit 1 to the Corporation's Proxy Statement for 1992.

(5)       Opinion of Rose Law Firm, a Professional Association

(23.1)    Consent of Ernst & Young LLP, independent auditors

(23.2)    Consent of Rose Law Firm, a Professional Association (included as
part of Exhibit 5)

(24)      Powers of Attorney     
                                     

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;

               (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 this registration statement
or any material change to such information in this registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the 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
<PAGE>



amendment any of the securities being registered which remain unsold at the
termination of the offering.

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


                                SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Little Rock, State of Arkansas, on the 27th day of
June, 1997.

                               TCBY ENTERPRISES, INC.
                               (Registrant)


                               By:/s/ Frank D. Hickingbotham*
                                  ---------------------------                 
                                      Frank D. Hickingbotham, Chairman of the
                                      Board of Directors and Chief Executive  
                                                   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.
   

           Signature                  Title                        Date


  /s/ Frank D. Hickingbotham*    Director, Chairman of the     June 20, 1997
  --------------------------     Board and Chief Executive Officer
<PAGE>



      Frank D. Hickingbotham     (Principal Executive Officer)

  /s/ Herren C. Hickingbotham*   Director, President and Chief  June 20, 1997
  ---------------------------    Operating Officer
      Herren C. Hickingbotham    

  /s/ Daniel R. Grant*           Director                       June 20, 1997
  ---------------------------                                                 
      Daniel R. Grant

  /s/ F. Todd Hickingbotham*     Director, President            June 20, 1997
  ---------------------------    Riverport Equipment and
      F. Todd Hickingbotham      Distribution Company, Inc.                   
          
  
  /s/ William H. Bowen*          Director                       June 20, 1997
  ---------------------------                                                 
      William H. Bowen

  /s/ Marvin D. Loyd*            Director                       June 20, 1997
  ---------------------------
      Marvin D. Loyd

  /s/ Hugh H. Pollard*           Director                       June 20, 1997
  ---------------------------
      Hugh H. Pollard

  /s/ Don O. Kirkpatrick*        Director                       June 20, 1997
  ---------------------------
      Don O. Kirkpatrick

  /s/ Gene H. Whisenhunt         Executive Vice President,      June 27, 1997
  ---------------------------    Treasurer and Chief Financial
      Gene H. Whisenhunt         Officer (Principal Financial
                                 Officer)  



*By: /s/ Gene H. Whisenhunt
     ------------------------                                                 
         Gene H. Whisenhunt, Attorney-in-Fact


          

         
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17054}]
{"company-data": {"conformed-name": "TCBY ENTERPRISES INC", "cik": "0000740693", "assigned-sic": "2024", "irs-number": "710552115", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30827", "film-number": "97636656"}, "business-address": {"street1": "425 W CAPITOL AVE STE 1100", "city": "LITTLE ROCK", "state": "AR", "zip": "72201", "phone": "5016888229"}, "former-company": {"former-conformed-name": "THIS CANT BE YOGURT INC", "date-changed": "19850801"}}
As filed with the Securities and Exchange Commission on June 27, 1997         
                                             Registration No. 333- -------
_____________________________________________________________________________ 
                                                                              
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ------------------------
                                
                              TCBY ENTERPRISES, INC.
                (Exact name of registrant as specified in its charter)

                Delaware                              71-0552115
     (State or other jurisdiction of     (I.R.S. Employer Identification No.)
     incorporation or organization)

                                1100 TCBY Tower
                            425 West Capitol Avenue 
                         Little Rock, Arkansas  72201
                                  (501) 688-8229
                     (Address of Principal Executive Offices)
                             ----------------------

                       1992 EMPLOYEE STOCK OPTION PLAN OF                     
                            TCBY ENTERPRISES, INC.                            
                           (full title of the plan)
                             ----------------------

                                                                              
                                           Copies of Communications to:
          William P. Creasman                   Richard N. Massey, Esq.
     1100 TCBY Tower, 425 W. Capitol                 Rose Law Firm
      Little Rock, Arkansas  72201            A Professional Association
            (501) 688-8229                      120 East Fourth Street
   (Name, address, including zip code)          Little Rock, AR  72201
   and telephone number, including                  (501) 375-9131
   area code, of agent for service)         

                                                                              
                                                                       
                         CALCULATION OF REGISTRATION FEE
Title of securities to            Amount to be            Proposed maximum     Proposed maximum              Amount of    
    be registered                  registered            offering price per    aggregate offering         registration fee
                                                               share                  price
Common Stock                     3,000,000 Shares            $ 6.25 (2)         $ 18,750,000 (2)              $ 5,681.82     
(par value $.10)(1)
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers (to the extent applicable to the
Plan) an indeterminate amount of interests to be offered or sold pursuant to
the plan.
(2)  Calculated pursuant to Rule 457(c) based upon the average of the high
and low prices for the common stock as reported by the New York Stock
Exchange on July 3, 1997.

                                      PART I

                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*  Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with Rule
428 under the Securities Act of 1933 ("Securities Act") and the Note to Part
I of Form S-8.

                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by TCBY Enterprises, Inc. ("Registrant" or
"Corporation") with the Securities and Exchange Commission are incorporated
by reference in this registration statement:

     (1)  Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1996 filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934 (the "Exchange Act").

     (2)  Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 2, 1997.

     (3)  The description of Registrant's common stock contained in Item 1.
of the Registrant's registration statement on Form 8-A dated September 9,
1988, registering its common stock under Section 12(b) of the Exchange Act,
and any amendment or report filed for the purpose of updating such
description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.                                           
               
         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
                                                                              
                      Not Applicable.
                                                                  
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 5 of Article IX of the Corporation's By-laws provides for
indemnification of directors and officers as follows:

     Section 5.  Indemnification of Directors, Officers, Employees and
Agents.  The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, (other than an action by or in the right of the Corporation),
by reason of the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was servicing at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees) and judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding in accordance with, and, to the maximum extent
permitted from time to time by the General Corporation law of the State of
Delaware.

     Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the
Corporation; allows the advancement of costs of defending against litigation;
and permits companies incorporated in Delaware to purchase insurance on
behalf of directors, officers, employees and agents against liabilities
whether or not in the circumstances such companies would have the power to
indemnify against such liabilities under the provisions of the statute.

     The Corporation has obtained an insurance policy in the amount of
$5,000,000 which (i) provides for the payment by the insurer of all amounts
which the Corporation may legally pay to officers and directors as
indemnification, excluding certain fines and penalties which are legally
uninsurable, and (ii) insures the Corporation's officers and directors
against certain claims which are not indemnified by the Corporation.

     Article NINTH of the Corporation's Certificate of Incorporation
eliminates directors liability for monetary damages arising out of a breach
of their fiduciary duty of care as follows:

     NINTH:  No director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that this
Article NINTH shall not eliminate or limit the liability of a director to the
extent provided by applicable law (i) for any breach of the directors duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the director
derives an improper personal benefit.  No amendment to or repeal of this
Article NINTH shall apply to or have any effect on the liability of any
director of the Corporation for or with respect to any acts or omissions of
such director and occurring prior to such amendment or repeal.
     
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
                                                                              
                      Not Applicable.                                         
                           
ITEM 8.  EXHIBITS

     The following is a list of Exhibits and also serves as the Exhibit
Index.
EXHIBIT
NUMBER                     DESCRIPTION OF DOCUMENT              

(4)       1992 Employee Stock Option Plan of TCBY Enterprises, Inc.,
previously filed as Exhibit 1 to the Corporation's Proxy Statement for 1992.

(5)       Opinion of Rose Law Firm, a Professional Association

(23.1)    Consent of Ernst & Young LLP, independent auditors

(23.2)    Consent of Rose Law Firm, a Professional Association (included as
part of Exhibit 5)

(24)      Powers of Attorney     
                                     

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;

               (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 this registration statement
or any material change to such information in this registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the 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.

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

                                SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Little Rock, State of Arkansas, on the 27th day of
June, 1997.

                               TCBY ENTERPRISES, INC.
                               (Registrant)

                               By:/s/ Frank D. Hickingbotham*
                                  ---------------------------                 
                                      Frank D. Hickingbotham, Chairman of the
                                      Board of Directors and Chief Executive  
                                                   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.
   

           Signature                  Title                        Date

  /s/ Frank D. Hickingbotham*    Director, Chairman of the     June 20, 1997
  --------------------------     Board and Chief Executive Officer
Frank D. Hickingbotham     (Principal Executive Officer)

  /s/ Herren C. Hickingbotham*   Director, President and Chief  June 20, 1997
  ---------------------------    Operating Officer
      Herren C. Hickingbotham    

  /s/ Daniel R. Grant*           Director                       June 20, 1997
  ---------------------------                                                 
      Daniel R. Grant

  /s/ F. Todd Hickingbotham*     Director, President            June 20, 1997
  ---------------------------    Riverport Equipment and
      F. Todd Hickingbotham      Distribution Company, Inc.                   
          
  
  /s/ William H. Bowen*          Director                       June 20, 1997
  ---------------------------                                                 
      William H. Bowen

  /s/ Marvin D. Loyd*            Director                       June 20, 1997
  ---------------------------
      Marvin D. Loyd

  /s/ Hugh H. Pollard*           Director                       June 20, 1997
  ---------------------------
      Hugh H. Pollard

  /s/ Don O. Kirkpatrick*        Director                       June 20, 1997
  ---------------------------
      Don O. Kirkpatrick

  /s/ Gene H. Whisenhunt         Executive Vice President,      June 27, 1997
  ---------------------------    Treasurer and Chief Financial
      Gene H. Whisenhunt         Officer (Principal Financial
                                 Officer)  

*By: /s/ Gene H. Whisenhunt
     ------------------------                                                 
         Gene H. Whisenhunt, Attorney-in-Fact