As filed with the Securities and Exchange Commission on September 2, 2003

                                            Registration Statement No. 333-_____
  ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           58-2004779
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005

   (Address, including zip code, of registrant's principal executive offices)

                       2003 NONQUALIFIED STOCK OPTION PLAN
                              (Full Title of Plan)

                                  DARRELL BORNE
                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005
                                 (770) 442-9707
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                           ARNALL GOLDEN GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                 <C>                        <C>                      <C>                        <C>
--------------------------------------------------------------------------------------------------------------------------------
                                                               Proposed maximum          Proposed maximum          Amount of
Title of each class of              Amount to be               offering price per        aggregate                 registration
securities to be registered         registered                 share(1)                  offering price(1)         fee
--------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value       1,200,000                  $4.20                     $5,040,000                $408.00

---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457 (c) and (h) based on the last sale reported for the Company's
     Common Stock on August 25, 2003, as reported by The Nasdaq Stock Market.


<PAGE>


                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP


     Section 11(a) of the Securities Act of 1933, as amended (the "Securities
Act"), provides that if any part of a registration statement, at the time such
part becomes effective, contains an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, any person acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such acquisition such person knew of such untruth or omission) may sue, among
others, every accountant who has consented to be named as having prepared or
certified any part of the registration statement, or as having prepared or
certified any report or valuation which is used in connection with the
registration statement, with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

     As recommended by the Registrant's Audit Committee, the Registrant's Board
of Directors dismissed Arthur Andersen LLP ("Andersen") on May 24, 2002,
effective immediately, as the Registrant's independent accountants. See the
Registrant's Current Report on Form 8-K filed May 31, 2002 for more information.

     After reasonable efforts, the Registrant has been unable to obtain
Andersen's written consent to the incorporation by reference into this
Registration Statements of its audit reports with respect to the Registrant's
financial statements as of and for the fiscal years ended December 31, 2001 and
2000. Under these circumstances, Rule 437a under the Securities Act permits the
Registrant to file this Registration Statement without a written consent from
Andersen. However, as a result, Andersen may not have any liability under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Andersen or any omissions of a
material fact required to be stated therein.

     Accordingly, you might be unable to assert a claim against Andersen under
Section 11(a) of the Securities Act because it has not consented to the
incorporation by reference into this Registration Statement of its audit reports
for the periods ending December 31, 2001 and 2000. To the extent provided in
Section 11(b)(3)(c) of the Securities Act, however, other persons who are
potentially subject to liability under Section 11(a) of the Securities Act,
including the Registrant's officers and directors, may still rely on Andersen's
original audit reports as being made by an expert for purposes of establishing a
due diligence defense under Section 11(b) of the Securities Act. These facts may
have the effect of limiting the ability of the Registrant's investors to recover
any losses suffered in connection with the purchase or sale of the Registrant's
securities due to material inaccuracies or omissions contained in the financial
statements reproduced herein for the periods ending December 31, 2001 and 2000.




<PAGE>

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

     (a) The description of the Registrant's Common Stock and Stock Purchase
Right set forth in the Registrant's Form 8-A Registration Statements (File No.
000-30123) filed March 27, 2000 and July 16, 2002;

     (b) The Company's Annual Report on Form 10-K for the year ended December
31, 2002 (File No. 000-30123);

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003 (File No. 000-30123);

     (d) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2003 (File No. 000-30123); and

     (e) The Company's Current Reports on Form 8-K filed with the Securities and
Exchange Commission on May 20, 2003, March 14, 2003, and February 25, 2003 (File
No. 000-30123).


Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     As permitted by Delaware law, the Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant will be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of duty of
loyalty to First Horizon or to its stockholders, (b) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for
any transaction from which the director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation further provides that the
Registrant must indemnify its directors and executive officers and may indemnify
its other officers and employees and agents to the fullest extent permitted by
Delaware law. The Registrant maintains a policy of directors and officers
insurance that provides insurance against certain expenses and liabilities which
may be incurred by directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions of the Delaware
General Corporation Law and the Registrant's Bylaws, the Registrant has been


                                      II-1
<PAGE>

informed that indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

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

          5                   Opinion of counsel as to legality of the
                              securities being registered

          10                  2003 Nonqualified Stock Option Plan

          23                  Consent of Arnall Golden Gregory, LLP (included in
                              opinion filed as Exhibit 5)

          23                  Consent of Deloitte & Touche LLP

          24                  Power of Attorney (included on page II-6)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes as follows:

     (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
               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 aggregate, represent a fundamental change in the information
               set forth in this 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.



                                      II-2
<PAGE>

     (2) That, for the purpose of determining any liability under the 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 the 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.

     (4) That, for purposes of determining any liability under the 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 this 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.

     (5) Insofar as indemnification for liabilities arising under the 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 ON FOLLOWING PAGE]



                                      II-3
<PAGE>


                                   SIGNATURES


     In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Alpharetta, State of Georgia, on August 29, 2003.


                                       FIRST HORIZON PHARMACEUTICAL CORPORATION


                                       By: /s/ Darrell Borne
                                           -------------------------------------
                                           Darrell Borne, Chief Financial
                                           Officer, Secretary and Treasurer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Patrick Fourteau and Darrell Borne, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


                [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]





                                      II-4
<PAGE>



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 was signed by the following persons in the
capacities indicated on August 29, 2003.

SIGNATURE                                   TITLE

/s/Patrick Fourteau
---------------------------                 President
Patrick Fourteau                            (principal executive officer)

/s/John N. Kapoor
---------------------------                 Director
John N. Kapoor, Ph.D.

/s/Jerry N. Ellis
---------------------------                 Director
Jerry N. Ellis

/s/Pierre Lapalme
---------------------------                 Director
Pierre Lapalme

/s/Jon S. Saxe
---------------------------                 Director
Jon S. Saxe

/s/Patrick J. Zenner
---------------------------                 Director
Patrick J. Zenner


/s/Darrell Borne
---------------------------                 Chief Financial Officer, Secretary
Darrell Borne                               and Treasurer (principal financial
                                            and accounting officer)




                                      II-5
<PAGE>


                                  EXHIBIT INDEX


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

          5                   Opinion of counsel as to legality of the
                              securities being registered

          10                  2003 Nonqualified Stock Option Plan

          23                  Consent of Arnall Golden Gregory, LLP (included in
                              opinion filed as Exhibit 5)

          23                  Consent of Deloitte & Touche LLP

          24                  Power of Attorney (included on page II-6)





                                      II-6
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As filed with the Securities and Exchange Commission on September 2, 2003

                                            Registration Statement No. 333-_____
  ------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                           58-2004779
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005

   (Address, including zip code, of registrant's principal executive offices)

                       2003 NONQUALIFIED STOCK OPTION PLAN
                              (Full Title of Plan)

                                  DARRELL BORNE
                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005
                                 (770) 442-9707
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                           ARNALL GOLDEN GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
                                                               Proposed maximum          Proposed maximum          Amount of
Title of each class of              Amount to be               offering price per        aggregate                 registration
securities to be registered         registered                 share(1)                  offering price(1)         fee
--------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value       1,200,000                  $4.20                     $5,040,000                $408.00

---------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457 (c) and (h) based on the last sale reported for the Company's
     Common Stock on August 25, 2003, as reported by The Nasdaq Stock Market.
NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

     Section 11(a) of the Securities Act of 1933, as amended (the "Securities
Act"), provides that if any part of a registration statement, at the time such
part becomes effective, contains an untrue statement of a material fact or an
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, any person acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such acquisition such person knew of such untruth or omission) may sue, among
others, every accountant who has consented to be named as having prepared or
certified any part of the registration statement, or as having prepared or
certified any report or valuation which is used in connection with the
registration statement, with respect to the statement in such registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

     As recommended by the Registrant's Audit Committee, the Registrant's Board
of Directors dismissed Arthur Andersen LLP ("Andersen") on May 24, 2002,
effective immediately, as the Registrant's independent accountants. See the
Registrant's Current Report on Form 8-K filed May 31, 2002 for more information.

     After reasonable efforts, the Registrant has been unable to obtain
Andersen's written consent to the incorporation by reference into this
Registration Statements of its audit reports with respect to the Registrant's
financial statements as of and for the fiscal years ended December 31, 2001 and
2000. Under these circumstances, Rule 437a under the Securities Act permits the
Registrant to file this Registration Statement without a written consent from
Andersen. However, as a result, Andersen may not have any liability under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Andersen or any omissions of a
material fact required to be stated therein.

     Accordingly, you might be unable to assert a claim against Andersen under
Section 11(a) of the Securities Act because it has not consented to the
incorporation by reference into this Registration Statement of its audit reports
for the periods ending December 31, 2001 and 2000. To the extent provided in
Section 11(b)(3)(c) of the Securities Act, however, other persons who are
potentially subject to liability under Section 11(a) of the Securities Act,
including the Registrant's officers and directors, may still rely on Andersen's
original audit reports as being made by an expert for purposes of establishing a
due diligence defense under Section 11(b) of the Securities Act. These facts may
have the effect of limiting the ability of the Registrant's investors to recover
any losses suffered in connection with the purchase or sale of the Registrant's
securities due to material inaccuracies or omissions contained in the financial
statements reproduced herein for the periods ending December 31, 2001 and 2000.
PART II

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

     (a) The description of the Registrant's Common Stock and Stock Purchase
Right set forth in the Registrant's Form 8-A Registration Statements (File No.
000-30123) filed March 27, 2000 and July 16, 2002;

     (b) The Company's Annual Report on Form 10-K for the year ended December
31, 2002 (File No. 000-30123);

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003 (File No. 000-30123);

     (d) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2003 (File No. 000-30123); and

     (e) The Company's Current Reports on Form 8-K filed with the Securities and
Exchange Commission on May 20, 2003, March 14, 2003, and February 25, 2003 (File
No. 000-30123).

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

     As permitted by Delaware law, the Registrant's Restated Certificate of
Incorporation provides that no director of the Registrant will be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of duty of
loyalty to First Horizon or to its stockholders, (b) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for
any transaction from which the director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation further provides that the
Registrant must indemnify its directors and executive officers and may indemnify
its other officers and employees and agents to the fullest extent permitted by
Delaware law. The Registrant maintains a policy of directors and officers
insurance that provides insurance against certain expenses and liabilities which
may be incurred by directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions of the Delaware
General Corporation Law and the Registrant's Bylaws, the Registrant has been

                                      II-1
informed that indemnification is considered by the Securities and Exchange
Commission to be against public policy and therefore unenforceable.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

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

          5                   Opinion of counsel as to legality of the
                              securities being registered

          10                  2003 Nonqualified Stock Option Plan

          23                  Consent of Arnall Golden Gregory, LLP (included in
                              opinion filed as Exhibit 5)

          23                  Consent of Deloitte & Touche LLP

          24                  Power of Attorney (included on page II-6)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes as follows:

     (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
               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 aggregate, represent a fundamental change in the information
               set forth in this 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

                                      II-2
(2) That, for the purpose of determining any liability under the 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 the 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.

     (4) That, for purposes of determining any liability under the 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 this 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.

     (5) Insofar as indemnification for liabilities arising under the 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 ON FOLLOWING PAGE]

                                      II-3
SIGNATURES

     In accordance with 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 of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Alpharetta, State of Georgia, on August 29, 2003.

                                       FIRST HORIZON PHARMACEUTICAL CORPORATION

                                       By: /s/ Darrell Borne
                                           -------------------------------------
                                           Darrell Borne, Chief Financial
                                           Officer, Secretary and Treasurer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Patrick Fourteau and Darrell Borne, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, 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 other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

                                      II-4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 was signed by the following persons in the
capacities indicated on August 29, 2003.

SIGNATURE                                   TITLE

/s/Patrick Fourteau
---------------------------                 President
Patrick Fourteau                            (principal executive officer)

/s/John N. Kapoor
---------------------------                 Director
John N. Kapoor, Ph.D.

/s/Jerry N. Ellis
---------------------------                 Director
Jerry N. Ellis

/s/Pierre Lapalme
---------------------------                 Director
Pierre Lapalme

/s/Jon S. Saxe
---------------------------                 Director
Jon S. Saxe

/s/Patrick J. Zenner
---------------------------                 Director
Patrick J. Zenner

/s/Darrell Borne
---------------------------                 Chief Financial Officer, Secretary
Darrell Borne                               and Treasurer (principal financial
                                            and accounting officer)

                                      II-5
EXHIBIT INDEX

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

          5                   Opinion of counsel as to legality of the
                              securities being registered

          10                  2003 Nonqualified Stock Option Plan

          23                  Consent of Arnall Golden Gregory, LLP (included in
                              opinion filed as Exhibit 5)

          23                  Consent of Deloitte & Touche LLP

          24                  Power of Attorney (included on page II-6)

                                      II-6