<PAGE>


      As filed with the Securities and Exchange Commission on May 13, 2002

                                             Registration No. 333-______________



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              HANOVER DIRECT, INC.
                              --------------------
             (Exact Name of Registrant as Specified in Its Charter)



              DELAWARE                                13-0853260
              --------                                ----------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification
    Incorporation or Organization)                      Number)



                           115 River Road, Building 10
                           EDGEWATER, NEW JERSEY 07020
                             -----------------------
              (Address of Principal Executive Offices ) (Zip Code)


                        2000 MANAGEMENT STOCK OPTION PLAN
                      ------------------------------------
                            (Full Title of the Plan)


                               SARAH HEWITT, ESQ.
                  BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
                                900 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                            ------------------------
                     (Name and Address of Agent For Service)

                                 (212) 895-2000
                                 --------------
           Telephone Number, Including Area Code, of Agent for Service


<TABLE>
<S>     <C>               <C>                  <C>                   <C>                    <C>    <C>

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                        Proposed              Proposed Maximum       Proposed Maximum
Title of Securities     Maximum Amount        Offering Price Per     Aggregate Offering     Amount of
To Be Registered        To Be Registered      Share (1)              Price                  Registration Fee
-------------------------------------------------------------------------------------------------------------
Common Stock,
$.66 2/3 Par Value      5,500,000             $0.39                  $2,145,000             $197.34
</TABLE>



(1)      The price is estimated pursuant to Rule 457(h) of the Securities Act of
         1933, as amended (the "Act"), solely for the purpose of calculating the
         registration fee and is the product resulting from multiplying
         5,500,000, the number of shares registered by this registration
         statement as to which options may be granted under the 2000 Management
         Stock Option Plan, by $0.39, the average of the high and low prices of
         Hanover Direct, Inc. Common Stock as reported on the American Stock
         Exchange on May 10, 2002.





<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who are eligible to
participate in our 2000 Management Stock Option Plan. Such information is not
being filed with or included in this Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Hanover Direct, Inc. (the "Company")
are incorporated herein by reference:

         (i)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 29, 2001.

         (ii)     The description of the Company's Common Stock contained in the
                  latest prospectus filed pursuant to Rule 424(b) under the Act
                  that contains audited financial statements for the Company's
                  latest fiscal year for which such statements have been filed,
                  which prospectus is dated July 19, 1996 (Registration No.
                  333-2743).

         (iii)    The Company's Proxy Statement dated April 12, 2002.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange of 1934, prior to the filing of a post-effective amendment indicating
that all of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement 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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITITES

         Incorporated by reference to the description of the Common Stock of the
Company contained in the 424(b) Prospectus described in Item 3(iii) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares being offered hereby and certain other legal
matters in connection with the offering of such securities will be passed upon
for the Company by Brown Raysman Millstein Felder & Steiner LLP, securities
counsel to the Company. Sarah Hewitt, a partner in Brown Raysman Millstein
Felder & Steiner LLP, the Company's counsel, is the Assistant Secretary of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
<PAGE>

         Except as prohibited by Section 145 of the Delaware General Corporation
Law, every director and officer of the Company shall be entitled as a matter of
right to be indemnified by the Company against reasonable expenses and any
liability paid or incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the Company or
otherwise, in which he or she may be involved, as a party or otherwise, by
reason of such person being or having been a director or officer of the Company
or by reason of the fact that such person is or was serving at the request of
the Company as a director, officer, employee, fiduciary or other representative
of the Company or another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as an "action"); provided, however, that no such
right of indemnification shall exist with respect to an action brought by a
director or officer against the Company other than in a suit for indemnification
as provided hereunder. Such indemnification shall include the right to have
expenses incurred by such person in connection with an action paid in advance by
the Company prior to final disposition of such action, subject to such
conditions as may be prescribed by law. As used herein, "expense" shall include,
among other things, fees and expenses of counsel selected by such person, and
"liability" shall include amounts of judgments, excise taxes, fines and
penalties, and amounts paid in settlement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         4.1      2000 Management Stock Option Plan

         5        Opinion of Brown Raysman Millstein Felder & Steiner LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Brown Raysman Millstein Felder & Steiner LLP
                  (included in Exhibit 5)

         24       Power of Attorney (included in signature page)

         99.1     Representation Letter regarding Arthur Andersen LLP assurances

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 together, represent a
                                    fundamental change in the information 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

<PAGE>

                                    represent no more than a 20 percent change
                                    in the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement; and

                           (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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities Act of 1933 and is, therefore, unenforceable. In the event 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 in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person of the registrant
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.





<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 Edgewater, New Jersey on the 13th day of May, 2002.

                                   HANOVER DIRECT, INC.

                                     By:    /s/ Thomas C. Shull
                                         ---------------------------------------
                                     Name:  Thomas C. Shull
                                     Title: Chairman of the Board, President
                                            and Chief Executive Officer


                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Edward M. Lambert and Charles F. Messina,
or either of them, the undersigned's true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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 the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 13th day of May, 2002:

SIGNATURE                                  TITLE



/s/ Thomas C. Shull                        Chairman of the Board, Director,
--------------------------------------     President and Chief Executive Officer
Thomas C. Shull



/s/ Edward M. Lambert                      Executive Vice President and
--------------------------------------     Chief Financial Officer
Edward M. Lambert


/s/ E. Pendleton James
--------------------------------------     Director
E. Pendleton James



--------------------------------------     Director
J. David Hakman


<PAGE>




/s/ Kenneth J. Krushel
--------------------------------------      Director
Kenneth J. Krushel


--------------------------------------      Director
Basil  P. Regan









<PAGE>



                                INDEX TO EXHIBITS



       EXHIBIT NO.                    DESCRIPTION


         4.1      2000 Management Stock Option Plan

         5        Opinion of Brown Raysman Millstein Felder & Steiner LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Brown Raysman Millstein Felder & Steiner LLP
                  (included in Exhibit 5)

         24       Power of Attorney (included in signature page)

         99.1     Representation Letter regarding Arthur Andersen LLP assurances
[{"type": "S-8", "sequence": "1", "filename": "y60535s-8.txt", "description": "HANOVER DIRECT INC.", "secsgml_size_bytes": 17400}]
{"company-data": {"conformed-name": "HANOVER DIRECT INC", "cik": "0000320333", "assigned-sic": "5961", "irs-number": "138053260", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88156", "film-number": "02644444"}, "business-address": {"street1": "1500 HARBOR BLVD", "city": "WEEHAWKEN", "state": "NJ", "zip": "07087", "phone": "2018653800"}, "mail-address": {"street1": "1500 HARBOR BLVD", "city": "WEEHAWKEN", "state": "NJ", "zip": "07087"}, "former-company": {"former-conformed-name": "HORN & HARDART CO /NV/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 13, 2002

                                             Registration No. 333-______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              HANOVER DIRECT, INC.
                              --------------------
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                13-0853260
              --------                                ----------
   (State or Other Jurisdiction of         (I.R.S. Employer Identification
    Incorporation or Organization)                      Number)

                           115 River Road, Building 10
                           EDGEWATER, NEW JERSEY 07020
                             -----------------------
              (Address of Principal Executive Offices ) (Zip Code)

                        2000 MANAGEMENT STOCK OPTION PLAN
                      ------------------------------------
                            (Full Title of the Plan)

                               SARAH HEWITT, ESQ.
                  BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
                                900 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                            ------------------------
                     (Name and Address of Agent For Service)

                                 (212) 895-2000
                                 --------------
           Telephone Number, Including Area Code, of Agent for Service
CALCULATION OF REGISTRATION FEE
============================================================================================================
                        Proposed              Proposed Maximum       Proposed Maximum
Title of Securities     Maximum Amount        Offering Price Per     Aggregate Offering     Amount of
To Be Registered        To Be Registered      Share (1)              Price                  Registration Fee
-------------------------------------------------------------------------------------------------------------
Common Stock,
$.66 2/3 Par Value      5,500,000             $0.39                  $2,145,000             $197.34
(1)      The price is estimated pursuant to Rule 457(h) of the Securities Act of
         1933, as amended (the "Act"), solely for the purpose of calculating the
         registration fee and is the product resulting from multiplying
         5,500,000, the number of shares registered by this registration
         statement as to which options may be granted under the 2000 Management
         Stock Option Plan, by $0.39, the average of the high and low prices of
         Hanover Direct, Inc. Common Stock as reported on the American Stock
         Exchange on May 10, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with the rules and regulations of the Securities and
Exchange Commission, the documents containing the information called for in Part
I of Form S-8 will be sent or given to individuals who are eligible to
participate in our 2000 Management Stock Option Plan. Such information is not
being filed with or included in this Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Hanover Direct, Inc. (the "Company")
are incorporated herein by reference:

         (i)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 29, 2001.

         (ii)     The description of the Company's Common Stock contained in the
                  latest prospectus filed pursuant to Rule 424(b) under the Act
                  that contains audited financial statements for the Company's
                  latest fiscal year for which such statements have been filed,
                  which prospectus is dated July 19, 1996 (Registration No.
                  333-2743).

         (iii)    The Company's Proxy Statement dated April 12, 2002.

         In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange of 1934, prior to the filing of a post-effective amendment indicating
that all of the securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated by
reference in this Registration Statement 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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITITES

         Incorporated by reference to the description of the Common Stock of the
Company contained in the 424(b) Prospectus described in Item 3(iii) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares being offered hereby and certain other legal
matters in connection with the offering of such securities will be passed upon
for the Company by Brown Raysman Millstein Felder & Steiner LLP, securities
counsel to the Company. Sarah Hewitt, a partner in Brown Raysman Millstein
Felder & Steiner LLP, the Company's counsel, is the Assistant Secretary of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as prohibited by Section 145 of the Delaware General Corporation
Law, every director and officer of the Company shall be entitled as a matter of
right to be indemnified by the Company against reasonable expenses and any
liability paid or incurred by such person in connection with any actual or
threatened claim, action, suit or proceeding, civil, criminal, administrative,
investigative or other, whether brought by or in the right of the Company or
otherwise, in which he or she may be involved, as a party or otherwise, by
reason of such person being or having been a director or officer of the Company
or by reason of the fact that such person is or was serving at the request of
the Company as a director, officer, employee, fiduciary or other representative
of the Company or another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim, action, suit or proceeding
hereinafter being referred to as an "action"); provided, however, that no such
right of indemnification shall exist with respect to an action brought by a
director or officer against the Company other than in a suit for indemnification
as provided hereunder. Such indemnification shall include the right to have
expenses incurred by such person in connection with an action paid in advance by
the Company prior to final disposition of such action, subject to such
conditions as may be prescribed by law. As used herein, "expense" shall include,
among other things, fees and expenses of counsel selected by such person, and
"liability" shall include amounts of judgments, excise taxes, fines and
penalties, and amounts paid in settlement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

         4.1      2000 Management Stock Option Plan

         5        Opinion of Brown Raysman Millstein Felder & Steiner LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Brown Raysman Millstein Felder & Steiner LLP
                  (included in Exhibit 5)

         24       Power of Attorney (included in signature page)

         99.1     Representation Letter regarding Arthur Andersen LLP assurances

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 together, represent a
                                    fundamental change in the information 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 percent change
                                    in the maximum aggregate offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective registration
                                    statement; and

                           (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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities Act of 1933 and is, therefore, unenforceable. In the event 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 in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person of the registrant
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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 Edgewater, New Jersey on the 13th day of May, 2002.

                                   HANOVER DIRECT, INC.

                                     By:    /s/ Thomas C. Shull
                                         ---------------------------------------
                                     Name:  Thomas C. Shull
                                     Title: Chairman of the Board, President
                                            and Chief Executive Officer

                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Edward M. Lambert and Charles F. Messina,
or either of them, the undersigned's true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, 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 the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 13th day of May, 2002:

SIGNATURE                                  TITLE

/s/ Thomas C. Shull                        Chairman of the Board, Director,
--------------------------------------     President and Chief Executive Officer
Thomas C. Shull

/s/ Edward M. Lambert                      Executive Vice President and
--------------------------------------     Chief Financial Officer
Edward M. Lambert

/s/ E. Pendleton James
--------------------------------------     Director
E. Pendleton James

--------------------------------------     Director
J. David Hakman
/s/ Kenneth J. Krushel
--------------------------------------      Director
Kenneth J. Krushel

--------------------------------------      Director
Basil  P. Regan
INDEX TO EXHIBITS

       EXHIBIT NO.                    DESCRIPTION

         4.1      2000 Management Stock Option Plan

         5        Opinion of Brown Raysman Millstein Felder & Steiner LLP

         23.1     Consent of Arthur Andersen LLP

         23.2     Consent of Brown Raysman Millstein Felder & Steiner LLP
                  (included in Exhibit 5)

         24       Power of Attorney (included in signature page)

         99.1     Representation Letter regarding Arthur Andersen LLP assurances