<Page>

      As filed with the Securities and Exchange Commission on May 17, 2002
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           CAP ROCK ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

                  TEXAS                                    75-2794300
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                         500 WEST WALL STREET, SUITE 400
                              MIDLAND, TEXAS 79701
               (Address of principal executive offices - zip code)

                           CAP ROCK ENERGY CORPORATION
                           STOCK FOR COMPENSATION PLAN
                            (Full title of the plan)

                                  David Pruitt
                             Chief Executive Officer
                           Cap Rock Energy Corporation
                            500 West Wall, Suite 400
                              Midland, Texas 79701
                                 (915) 683-5422

                    (Names, addresses and telephone numbers,
                  including area codes, of agents for service)

                                    Copy to:
                                 Ronald W. Lyon
                                 General Counsel
                           Cap Rock Energy Corporation
                              115 S. Travis Street
                              Sherman, Texas 75090
                                 (903) 813-0377

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
Title of Securities    Amount to be     Proposed Maximum     Proposed Maximum      Amount of
to be Registered       Registered (1)   Offering Price Per   Aggregate             Registration Fee
                                            Share (2)        Offering Price (2)          (2)
<S>                    <C>              <C>                  <C>                   <C>
-------------------------------------------------------------------------------------------------
Common Stock,             500,000            $9.00               $4,500,000             $414
$.01 par value
</Table>

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (Securities Act), this Registration

<Page>

Statement also covers any additional securities to be offered or issued as a
result of a stock split, stock dividend or similar transaction.

(2) Estimated, pursuant to Rule 457(c) and (h) of the Securities Act solely for
the purpose of determining the registration fee (based on the average ($9.00
per share) of the highest and the lowest sale price of Cap Rock Energy
Corporation's common stock on the AMEX composite tape on May 10, 2002).

                                     PART I

                              INFORMATION REQUIRED
                        IN THE SECTION 10 (A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


*The information called for by Part I of Form S-8 is not being filed with or
included in this Form S-8 in accordance with Rule 428 under the Securities Act
of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by Cap Rock Energy Corporation
(Company) with the Securities and Exchange Commission under File No. 001-31267
pursuant to the Securities Exchange Act of 1934, as amended (Exchange Act), are
incorporated by reference in this Registration Statement.

(a) Annual Report of the Company on Form 10-K for the period ended December 31,
2001.

(b) Quarterly Report of the Company on Form 10-Q for the quarter ended March
31, 2002.

(c) Description of the Company's common stock contained in the Company's
Registration Statement on Form 8-A, dated March 12, 2002, and any amendment
thereto or report filed for the purpose of updating such description.

All documents subsequently filed by the Company 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 part
hereof from the date of filing of such documents.

Any statements contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.


                                        2
<Page>

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 2.02-1 of the Texas Business Corporation Act provides generally and in
pertinent part that a Texas corporation may indemnify its directors and
officers against expenses (if the person is found liable to the corporation or
on the basis that improper benefit was improperly received by the person) or
against expenses, judgments, fines and settlements (in all other cases)
actually and reasonably incurred by them in connection with any action, suit or
proceeding if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they had no reasonable
cause to believe their conduct was unlawful. Section 2.02-1 does not permit
indemnification when the person is found liable for willful or intentional
misconduct in the performance of his duty to the Corporation. Section 2.02-1
further permits a Texas corporation to grant to its directors and officers
additional rights of indemnification not inconsistent with the Texas Business
Corporation Act through bylaw provisions, agreements, votes of shareholders or
interested directors or otherwise, to purchase indemnity insurance on behalf of
such indemnifiable persons and to advance to such indemnifiable persons
expenses incurred in defending a suit or proceeding upon receipt of certain
undertakings.

Article Nine of the Company's Articles of Incorporation provides that, subject
to certain exceptions, the Company shall indemnify, to the fullest extent
permitted by law, any person who is or was a director or executive officer of
the Company or any subsidiary, and may indemnify, subject to certain exceptions
and to the extent that the Board of Directors deems appropriate and as set
forth in the Bylaws or a resolution, any person who is or was a non-executive
officer, or employee or agent of the Company or any subsidiary or who is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
(including an employee benefit plan) against any and all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement incurred by
such person in connection with any civil, criminal, administrative or
investigative action, suit, proceeding or claim (including any action by or in
the right of the Company or a subsidiary) by reason of the fact that such
person is or was serving in such capacity. In addition, Article Nine authorizes
the Company to purchase insurance for itself or any person to whom
indemnification is or may be available against any liability asserted against
such person in, or arising out of, such person's status as director, officer,
employee or agent of the Company, any of its subsidiaries or another
corporation, partnership, joint venture, trust or other enterprise (including
an employee benefit plan) which such person is serving at the request of the
Company. Article Nine also authorizes the Company, to the extent that the Board
of Directors deems appropriate, to make advances of expenses to an
indemnifiable person upon the receipt by the Company of a written undertaking
by such person to repay any amounts advanced in the event that it is ultimately
determined that such person is not entitled to such indemnification.

The Bylaws of the Company provide that the Company shall indemnify its
directors and officers against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of such person being or having been a director or
officer expenses incurred in defending any such proceeding to the fullest
extent permissible under Texas law. The Bylaws also provide that Company may
indemnify its employees and agents for such expenses by resolution of the Board
of Directors.

The Company has insurance covering its expenditures, which might arise in
connection with its lawful indemnification of its directors and officers for
their liabilities and expenses. Directors and officers of the Company also have
insurance which insures them against certain other liabilities and expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.


                                        3
<Page>

The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into this Item 8 by reference.

ITEM 9. UNDERTAKINGS.

A.      The 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 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.

        (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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13 (a) of 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 Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                        4
<Page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, Cap Rock Energy Corporation, 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 Midland,
State of Texas, on May 17, 2002.

                                        CAP ROCK ENERGY CORPORATION


                                        By:   /s/ David W. Pruitt
                                             -----------------------------
                                             David W. Pruitt
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
David Pruitt and Ronald W. Lyon, and each of them, his attorneys-in-fact, each
with the power of substitution, for him and in his 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 other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

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

Signature:                                Title:                      Date:

/s/ David W. Pruitt            Co-Chairman of the Board,          May 17, 2002
----------------------------   President and Chief
David W. Pruitt                Executive Officer; Director
                               (Principal Executive Officer)

/s/ Lee D. Atkins              Senior Vice President and          May 17, 2002
----------------------------   Chief Financial Officer
Lee D. Atkins                  (Principal Financial and
                               Accounting Officer)

/s/ Russell E. Jones           Co-Chairman of the Board;          May 17, 2002
----------------------------   Director
Russell E. Jones

/s/ Sammie D. Buchanan         Director                           May 17, 2002
----------------------------
Sammie D. Buchanan

/s/ Jerry R. Hoelscher         Director                           May 17, 2002
----------------------------
Jerry R. Hoelscher


                                        5
<Page>

/s/ Floyd L. Ritchey           Director                           May 17, 2002
----------------------------
Floyd L. Ritchey

/s/ Michael D. Schaffner       Director                           May 17, 2002
----------------------------
Michael D. Schaffner

/s/ Newell W. Tate             Director                           May 17, 2002
----------------------------
Newell W. Tate


                                        6

<Page>

                                INDEX TO EXHIBITS

Exhibit No.     Description
-----------     -----------

5.1           Opinion of Ronald W. Lyon, Esq.

23.1          Consent of Arthur Andersen LLP

23.2          Consent of counsel (contained in Exhibit 5.1)

24.1          Power of Attorney (included on signature page to Registration
              Statement)


                                        7
[{"type": "S-8", "sequence": "1", "filename": "a2080600zs-8.txt", "description": "S-8", "secsgml_size_bytes": 16697}]
{"company-data": {"conformed-name": "CAP ROCK ENERGY CORP", "cik": "0001129162", "assigned-sic": "4911", "irs-number": "752794300", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88598", "film-number": "02656760"}, "business-address": {"street1": "500 WEST WALL STREET SUITE 400", "city": "MIDLAND", "state": "TX", "zip": "79701", "phone": "2142373223"}, "mail-address": {"street1": "500 WEST WALL STREET SUITE 400", "city": "MIDLAND", "state": "TX", "zip": "79701"}}
As filed with the Securities and Exchange Commission on May 17, 2002
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           CAP ROCK ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

                  TEXAS                                    75-2794300
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                         500 WEST WALL STREET, SUITE 400
                              MIDLAND, TEXAS 79701
               (Address of principal executive offices - zip code)

                           CAP ROCK ENERGY CORPORATION
                           STOCK FOR COMPENSATION PLAN
                            (Full title of the plan)

                                  David Pruitt
                             Chief Executive Officer
                           Cap Rock Energy Corporation
                            500 West Wall, Suite 400
                              Midland, Texas 79701
                                 (915) 683-5422

                    (Names, addresses and telephone numbers,
                  including area codes, of agents for service)

                                    Copy to:
                                 Ronald W. Lyon
                                 General Counsel
                           Cap Rock Energy Corporation
                              115 S. Travis Street
                              Sherman, Texas 75090
                                 (903) 813-0377

                         CALCULATION OF REGISTRATION FEE
Title of Securities    Amount to be     Proposed Maximum     Proposed Maximum      Amount of
to be Registered       Registered (1)   Offering Price Per   Aggregate             Registration Fee
                                            Share (2)        Offering Price (2)          (2)
-------------------------------------------------------------------------------------------------
Common Stock,             500,000            $9.00               $4,500,000             $414
$.01 par value
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (Securities Act), this Registration
Statement also covers any additional securities to be offered or issued as a
result of a stock split, stock dividend or similar transaction.

(2) Estimated, pursuant to Rule 457(c) and (h) of the Securities Act solely for
the purpose of determining the registration fee (based on the average ($9.00
per share) of the highest and the lowest sale price of Cap Rock Energy
Corporation's common stock on the AMEX composite tape on May 10, 2002).

                                     PART I

                              INFORMATION REQUIRED
                        IN THE SECTION 10 (A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*The information called for by Part I of Form S-8 is not being filed with or
included in this Form S-8 in accordance with Rule 428 under the Securities Act
of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed by Cap Rock Energy Corporation
(Company) with the Securities and Exchange Commission under File No. 001-31267
pursuant to the Securities Exchange Act of 1934, as amended (Exchange Act), are
incorporated by reference in this Registration Statement.

(a) Annual Report of the Company on Form 10-K for the period ended December 31,
2001.

(b) Quarterly Report of the Company on Form 10-Q for the quarter ended March
31, 2002.

(c) Description of the Company's common stock contained in the Company's
Registration Statement on Form 8-A, dated March 12, 2002, and any amendment
thereto or report filed for the purpose of updating such description.

All documents subsequently filed by the Company 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 part
hereof from the date of filing of such documents.

Any statements contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                        2
Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 2.02-1 of the Texas Business Corporation Act provides generally and in
pertinent part that a Texas corporation may indemnify its directors and
officers against expenses (if the person is found liable to the corporation or
on the basis that improper benefit was improperly received by the person) or
against expenses, judgments, fines and settlements (in all other cases)
actually and reasonably incurred by them in connection with any action, suit or
proceeding if, in connection with the matters in issue, they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they had no reasonable
cause to believe their conduct was unlawful. Section 2.02-1 does not permit
indemnification when the person is found liable for willful or intentional
misconduct in the performance of his duty to the Corporation. Section 2.02-1
further permits a Texas corporation to grant to its directors and officers
additional rights of indemnification not inconsistent with the Texas Business
Corporation Act through bylaw provisions, agreements, votes of shareholders or
interested directors or otherwise, to purchase indemnity insurance on behalf of
such indemnifiable persons and to advance to such indemnifiable persons
expenses incurred in defending a suit or proceeding upon receipt of certain
undertakings.

Article Nine of the Company's Articles of Incorporation provides that, subject
to certain exceptions, the Company shall indemnify, to the fullest extent
permitted by law, any person who is or was a director or executive officer of
the Company or any subsidiary, and may indemnify, subject to certain exceptions
and to the extent that the Board of Directors deems appropriate and as set
forth in the Bylaws or a resolution, any person who is or was a non-executive
officer, or employee or agent of the Company or any subsidiary or who is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
(including an employee benefit plan) against any and all expenses (including
attorney's fees), judgments, fines and amounts paid in settlement incurred by
such person in connection with any civil, criminal, administrative or
investigative action, suit, proceeding or claim (including any action by or in
the right of the Company or a subsidiary) by reason of the fact that such
person is or was serving in such capacity. In addition, Article Nine authorizes
the Company to purchase insurance for itself or any person to whom
indemnification is or may be available against any liability asserted against
such person in, or arising out of, such person's status as director, officer,
employee or agent of the Company, any of its subsidiaries or another
corporation, partnership, joint venture, trust or other enterprise (including
an employee benefit plan) which such person is serving at the request of the
Company. Article Nine also authorizes the Company, to the extent that the Board
of Directors deems appropriate, to make advances of expenses to an
indemnifiable person upon the receipt by the Company of a written undertaking
by such person to repay any amounts advanced in the event that it is ultimately
determined that such person is not entitled to such indemnification.

The Bylaws of the Company provide that the Company shall indemnify its
directors and officers against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of such person being or having been a director or
officer expenses incurred in defending any such proceeding to the fullest
extent permissible under Texas law. The Bylaws also provide that Company may
indemnify its employees and agents for such expenses by resolution of the Board
of Directors.

The Company has insurance covering its expenditures, which might arise in
connection with its lawful indemnification of its directors and officers for
their liabilities and expenses. Directors and officers of the Company also have
insurance which insures them against certain other liabilities and expenses.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

                                        3
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into this Item 8 by reference.

ITEM 9. UNDERTAKINGS.

A.      The 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 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.

        (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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13 (a) of 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 Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, Cap Rock Energy Corporation, 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 Midland,
State of Texas, on May 17, 2002.

                                        CAP ROCK ENERGY CORPORATION

                                        By:   /s/ David W. Pruitt
                                             -----------------------------
                                             David W. Pruitt
                                             Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
David Pruitt and Ronald W. Lyon, and each of them, his attorneys-in-fact, each
with the power of substitution, for him and in his 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 other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

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

Signature:                                Title:                      Date:

/s/ David W. Pruitt            Co-Chairman of the Board,          May 17, 2002
----------------------------   President and Chief
David W. Pruitt                Executive Officer; Director
                               (Principal Executive Officer)

/s/ Lee D. Atkins              Senior Vice President and          May 17, 2002
----------------------------   Chief Financial Officer
Lee D. Atkins                  (Principal Financial and
                               Accounting Officer)

/s/ Russell E. Jones           Co-Chairman of the Board;          May 17, 2002
----------------------------   Director
Russell E. Jones

/s/ Sammie D. Buchanan         Director                           May 17, 2002
----------------------------
Sammie D. Buchanan

/s/ Jerry R. Hoelscher         Director                           May 17, 2002
----------------------------
Jerry R. Hoelscher

                                        5
/s/ Floyd L. Ritchey           Director                           May 17, 2002
----------------------------
Floyd L. Ritchey

/s/ Michael D. Schaffner       Director                           May 17, 2002
----------------------------
Michael D. Schaffner

/s/ Newell W. Tate             Director                           May 17, 2002
----------------------------
Newell W. Tate

                                        6
INDEX TO EXHIBITS

Exhibit No.     Description
-----------     -----------

5.1           Opinion of Ronald W. Lyon, Esq.

23.1          Consent of Arthur Andersen LLP

23.2          Consent of counsel (contained in Exhibit 5.1)

24.1          Power of Attorney (included on signature page to Registration
              Statement)

                                        7