Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                             AMC Entertainment Inc.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                 43-1304369
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                Identification Number)

               106 West 14th Street, Kansas City, Missouri 64105
               -------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

      AMC Entertainment Inc. 1999 Stock Option Plan for Outside Directors
      -------------------------------------------------------------------
                              (Full Title of Plan)

                                 Peter C. Brown
                              106 West 14th Street
                                P.O. Box 219615
                Kansas City, Missouri 64121-9615 (816) 221-4000
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:
                             Raymond F. Beagle, Jr.
                              Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                          Kansas City, Missouri 64108
                                 (816) 460-5823


                        Calculation of Registration Fee

 Title of                      Proposed            Proposed
Securities       Amount         Maximum             Maximum            Amount
  to be           to be       Offering Price       Aggregate        Registration
Registered      Registered     Per Share(1)     Offering Price(1)       Fee
----------      ----------     ------------     -----------------       ---
Common Stock
66 2/3% par    200,000 shares    $9.40625         $1,881,250            $497
value

1 The maximum  offering  price is estimated to be $9.40625 per share pursuant to
Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration
fee,  which  amount  represents  the  average  of the high and low prices of the
Registrant's  common stock  reported on the AMEX  composite  tape on December 7,
1999.


                                       1
<PAGE>

                                    Part II

               Information Required In The Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
         Exchange  Commission  (the"  Commission")  are  incorporated  herein by
         reference and hereby made a part hereof:

         (a) The  Registrant's  annual  report on Form 10-K for the fiscal  year
             ended April 1, 1999.

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
             or 15(d) of the  Securities  Exchange  Act of 1934  since  April 1,
             1999.

         (c) The  description  of the  Registrant's  Common  Stock  contained in
             Registrant's Form 8-A filed August 18, 1983 (File no. 0-12429).

         (d) All  documents  hereafter  filed  by  the  Registrant  pursuant  to
             Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act
             of 1934  prior to the  filing of a  post-effective  amendment  that
             indicates all of the  securities  offered  hereby have been sold or
             that deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the  issuance of the shares of Common  Stock  offered
         hereby  have been  passed  upon for the Company by Lathrop & Gage L.C.,
         Kansas City,  Missouri.  Raymond F. Beagle,  Jr., a member of Lathrop &
         Gage L.C., is general counsel of the Registrant and a voting trustee of
         the  Durwood  Voting  Trust,  which  is the  record  holder  of all the
         Registrant's outstanding Class B stock.

Item 6.  Indemnification of Directors and Officers.

         AMC  Entertainment  Inc.  ("AMCE") is incorporated  in Delaware.  Under
         Section 145 of the Delaware General  Corporation Law, a corporation has
         the power, under specified  circumstances,  to indemnify its directors,
         officers,  employees  and agents in connection  with actions,  suits or
         proceedings  brought  against  them by a third party or in the right of
         the  corporation,  by  reason  of the fact  that  they were or are such
         directors,  officers, employees or agents, against expenses incurred in
         any  such  action,   suit,  or   proceeding.   AMCE's   Certificate  of
         Incorporation requires indemnification of directors and officers to the
         full extent  permitted  by the  Delaware  General  Corporation  Law and
         provides that, in any action by a claimant,  AMCE shall bear the burden
         of proof that the claimant is not entitled to indemnification.


                                       2
<PAGE>

         Section 102(b)(7) of the Delaware General Corporation Law provides that
         a certificate of incorporation  may contain a provision  eliminating or
         limiting the personal liability of a director to the corporation or its
         stockholders  for monetary  damages for breach of  fiduciary  duty as a
         director  provided that such provision shall not eliminate or limit the
         liability  of a director (i) for any breach of the  director's  duty of
         loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts or
         omissions not in good faith or which involve intentional  misconduct or
         a knowing  violation  of law,  (iii)  under  Section 174  (relating  to
         liability for unauthorized acquisitions or redemptions of, or dividends
         on, capital stock) of the Delaware General Corporation Law, or (iv) for
         any transaction  from which the director  derived an improper  personal
         benefit.   The  Certificate  of  Incorporation  of  AMCE  contains  the
         provisions  permitted  by Section  102(b)(7)  of the  Delaware  General
         Corporation Law.

         Section 7(d) of the 1999 Stock Option Plan for Outside  Directors  (the
         "Plan")  provides  that no  member  of the  Board  or the  Compensation
         Committee of the Board or any officer  shall be  personally  liable for
         any action, determination or interpretation taken or made in good faith
         with respect to the Plan and that all such persons shall be indemnified
         to the  extent  permitted  by  law  in  respect  to  any  such  action,
         determination or interpretation.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1  - Amended  and  Restated   Certificate  of  Incorporation  of  AMC
                Entertainment Inc. (1)

         4.2  - Bylaws of AMC Entertainment Inc. (2)

         4.3  - AMC  Entertainment  Inc.  1999  Stock  Option  Plan for  Outside
                Directors

         5.1  - Opinion of Lathrop & Gage L.C.  as to the  validity of the stock
                being issued.

         23.1 - Consent of Lathrop & Gage L.C. to the use of their opinion filed
                as Exhibit 5.1 (included in Exhibit 5.1).

         23.2 - Consent of PricewaterhouseCoopers, LLP.

         24.1 - Power  of  Attorney  (included  elsewhere  in  the  Registration
                Statement).


                (1) Previously  filed as Exhibit 3.1 to  Registrant's  Form 10-Q
                    (File no.  1-8747) for the quarter ended January 1, 1998 and
                    incorporated herein by reference.

                (2) Previously  filed as Exhibit 3.3 to  Registrant's  Form 10-Q
                    (File no.  0-12429) for the quarter ended  December 26, 1996
                    and incorporated herein by reference.
                                       3
<PAGE>

Item 9.  Undertakings.

         1.  Rule 415 Offering.

             The undersigned Registrant hereby undertakes:

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

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

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

                  (iii)  to include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the Registration Statement;

                  provided,  however,  that paragraphs 1.(a)(i) and 1.(a)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Registrant  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are  incorporated  by  reference  in  this  Registration
                  Statement.

             (b)  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  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)  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.

         2.  Filings   Incorporating   Subsequent   Exchange  Act  Documents  by
             Reference.

             The undersigned  Registrant hereby undertakes that, for purposes of
             determining  any liability  under the Securities Act of 1933,  each
             filing of the Registrant's  annual report pursuant to Section 13(a)
             or  15(d)  of  the   Securities   Exchange  Act  of  1934  that  is
             incorporated  by reference in the  Registration  Statement shall be
             deemed  to  be  a  new  registration   statement  relating  to  the
             securities offered therein,  and the offering of such securities at
             that time shall be deemed to  be  the  initial  bona fide  offering
             thereof.
                                       4
<PAGE>




         3.  Indemnification Matters.

             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 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 of 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.

                                       5
<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  authorized,
in Kansas City, Missouri on this10th day of December, 1999.


                                           AMC ENTERTAINMENT INC.


                                           By /s/ Peter C. Brown
                                                  Peter C. Brown
                                                  Chairman of the Board, Chief
                                                  Executive Officer & President

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 dates indicated below. By so signing, each person whose signature appears
below  this  Registration  Statement  on Form  S-8 in his or her  capacity  as a
director or officer,  or both, as the case may be, of the Registrant does hereby
severally constitute and appoint Peter C. Brown and Craig R. Ramsey, and each of
them,  with full  power to act  without  the  other,  his or her true and lawful
attorney-in-fact   and  agent,   with  the  full  power  of   substitution   and
resubstitution,  to sign for him or her and in his or her name,  place and stead
in any and all  capacities  indicated  below,  any  and  all  pre-effective  and
post-effective  amendments  to this  Registration  Statement on Form S-8, 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  fully to all
intents and purposes as he or she might or could do in person, thereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his or her  substitute,  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 and on the
date indicated.



Date: December 10, 1999                 /s/ Peter C. Brown
                                        ----------------------------------------
                                        Peter C. Brown, Chairman of the Board,
                                        Chairman of the Board, President, Chief
                                        Executive Officer and Director


Date: December 10, 1999                 /s/ Charles J. Egan, Jr.
                                        ----------------------------------------
                                        Charles J. Egan, Jr., Director

Date: December 10, 1999                 /s/ W. Thomas Grant II
                                        ----------------------------------------
                                        W. Thomas Grant II, Director

Date: December 10, 1999
                                        ----------------------------------------
                                        Charles S. Paul, Director

                                      6
<PAGE>


Date: December 10, 1999                 /s/ Paul E. Vardeman
                                        ----------------------------------------
                                        Paul E. Vardeman, Director

Date: December 10, 1999                 /s/ Craig R. Ramsey
                                        ----------------------------------------
                                        Craig R. Ramsey, Senior Vice President,
                                        Finance and Chief Accounting Officer

                                       7
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{"company-data": {"conformed-name": "AMC ENTERTAINMENT INC", "cik": "0000722077", "assigned-sic": "7830", "irs-number": "431304369", "state-of-incorporation": "DE", "fiscal-year-end": "0401"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92617", "film-number": "99773439"}, "business-address": {"street1": "106 W 14TH ST", "street2": "P O BOX 419615", "city": "KANSAS CITY", "state": "MO", "zip": "64105-1977", "phone": "8162214000"}}
Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                             AMC Entertainment Inc.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                 43-1304369
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                Identification Number)

               106 West 14th Street, Kansas City, Missouri 64105
               -------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

      AMC Entertainment Inc. 1999 Stock Option Plan for Outside Directors
      -------------------------------------------------------------------
                              (Full Title of Plan)

                                 Peter C. Brown
                              106 West 14th Street
                                P.O. Box 219615
                Kansas City, Missouri 64121-9615 (816) 221-4000
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:
                             Raymond F. Beagle, Jr.
                              Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                          Kansas City, Missouri 64108
                                 (816) 460-5823

                        Calculation of Registration Fee

 Title of                      Proposed            Proposed
Securities       Amount         Maximum             Maximum            Amount
  to be           to be       Offering Price       Aggregate        Registration
Registered      Registered     Per Share(1)     Offering Price(1)       Fee
----------      ----------     ------------     -----------------       ---
Common Stock
66 2/3% par    200,000 shares    $9.40625         $1,881,250            $497
value

1 The maximum  offering  price is estimated to be $9.40625 per share pursuant to
Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration
fee,  which  amount  represents  the  average  of the high and low prices of the
Registrant's  common stock  reported on the AMEX  composite  tape on December 7,
1999.

                                       1
Part II

               Information Required In The Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
         Exchange  Commission  (the"  Commission")  are  incorporated  herein by
         reference and hereby made a part hereof:

         (a) The  Registrant's  annual  report on Form 10-K for the fiscal  year
             ended April 1, 1999.

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
             or 15(d) of the  Securities  Exchange  Act of 1934  since  April 1,
             1999.

         (c) The  description  of the  Registrant's  Common  Stock  contained in
             Registrant's Form 8-A filed August 18, 1983 (File no. 0-12429).

         (d) All  documents  hereafter  filed  by  the  Registrant  pursuant  to
             Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act
             of 1934  prior to the  filing of a  post-effective  amendment  that
             indicates all of the  securities  offered  hereby have been sold or
             that deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the  issuance of the shares of Common  Stock  offered
         hereby  have been  passed  upon for the Company by Lathrop & Gage L.C.,
         Kansas City,  Missouri.  Raymond F. Beagle,  Jr., a member of Lathrop &
         Gage L.C., is general counsel of the Registrant and a voting trustee of
         the  Durwood  Voting  Trust,  which  is the  record  holder  of all the
         Registrant's outstanding Class B stock.

Item 6.  Indemnification of Directors and Officers.

         AMC  Entertainment  Inc.  ("AMCE") is incorporated  in Delaware.  Under
         Section 145 of the Delaware General  Corporation Law, a corporation has
         the power, under specified  circumstances,  to indemnify its directors,
         officers,  employees  and agents in connection  with actions,  suits or
         proceedings  brought  against  them by a third party or in the right of
         the  corporation,  by  reason  of the fact  that  they were or are such
         directors,  officers, employees or agents, against expenses incurred in
         any  such  action,   suit,  or   proceeding.   AMCE's   Certificate  of
         Incorporation requires indemnification of directors and officers to the
         full extent  permitted  by the  Delaware  General  Corporation  Law and
         provides that, in any action by a claimant,  AMCE shall bear the burden
         of proof that the claimant is not entitled to indemnification.

                                       2
Section 102(b)(7) of the Delaware General Corporation Law provides that
         a certificate of incorporation  may contain a provision  eliminating or
         limiting the personal liability of a director to the corporation or its
         stockholders  for monetary  damages for breach of  fiduciary  duty as a
         director  provided that such provision shall not eliminate or limit the
         liability  of a director (i) for any breach of the  director's  duty of
         loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts or
         omissions not in good faith or which involve intentional  misconduct or
         a knowing  violation  of law,  (iii)  under  Section 174  (relating  to
         liability for unauthorized acquisitions or redemptions of, or dividends
         on, capital stock) of the Delaware General Corporation Law, or (iv) for
         any transaction  from which the director  derived an improper  personal
         benefit.   The  Certificate  of  Incorporation  of  AMCE  contains  the
         provisions  permitted  by Section  102(b)(7)  of the  Delaware  General
         Corporation Law.

         Section 7(d) of the 1999 Stock Option Plan for Outside  Directors  (the
         "Plan")  provides  that no  member  of the  Board  or the  Compensation
         Committee of the Board or any officer  shall be  personally  liable for
         any action, determination or interpretation taken or made in good faith
         with respect to the Plan and that all such persons shall be indemnified
         to the  extent  permitted  by  law  in  respect  to  any  such  action,
         determination or interpretation.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1  - Amended  and  Restated   Certificate  of  Incorporation  of  AMC
                Entertainment Inc. (1)

         4.2  - Bylaws of AMC Entertainment Inc. (2)

         4.3  - AMC  Entertainment  Inc.  1999  Stock  Option  Plan for  Outside
                Directors

         5.1  - Opinion of Lathrop & Gage L.C.  as to the  validity of the stock
                being issued.

         23.1 - Consent of Lathrop & Gage L.C. to the use of their opinion filed
                as Exhibit 5.1 (included in Exhibit 5.1).

         23.2 - Consent of PricewaterhouseCoopers, LLP.

         24.1 - Power  of  Attorney  (included  elsewhere  in  the  Registration
                Statement).

                (1) Previously  filed as Exhibit 3.1 to  Registrant's  Form 10-Q
                    (File no.  1-8747) for the quarter ended January 1, 1998 and
                    incorporated herein by reference.

                (2) Previously  filed as Exhibit 3.3 to  Registrant's  Form 10-Q
                    (File no.  0-12429) for the quarter ended  December 26, 1996
                    and incorporated herein by reference.
                                       3
Item 9.  Undertakings.

         1.  Rule 415 Offering.

             The undersigned Registrant hereby undertakes:

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

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

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

                  (iii)  to include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         Registration  Statement or any material  change to such
                         information in the Registration Statement;

                  provided,  however,  that paragraphs 1.(a)(i) and 1.(a)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the Registrant  pursuant to Section
                  13 or Section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are  incorporated  by  reference  in  this  Registration
                  Statement.

             (b)  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  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)  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.

         2.  Filings   Incorporating   Subsequent   Exchange  Act  Documents  by
             Reference.

             The undersigned  Registrant hereby undertakes that, for purposes of
             determining  any liability  under the Securities Act of 1933,  each
             filing of the Registrant's  annual report pursuant to Section 13(a)
             or  15(d)  of  the   Securities   Exchange  Act  of  1934  that  is
             incorporated  by reference in the  Registration  Statement shall be
             deemed  to  be  a  new  registration   statement  relating  to  the
             securities offered therein,  and the offering of such securities at
             that time shall be deemed to  be  the  initial  bona fide  offering
             thereof.
                                       4
3.  Indemnification Matters.

             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 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 of 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.

                                       5
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  authorized,
in Kansas City, Missouri on this10th day of December, 1999.

                                           AMC ENTERTAINMENT INC.

                                           By /s/ Peter C. Brown
                                                  Peter C. Brown
                                                  Chairman of the Board, Chief
                                                  Executive Officer & President

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 dates indicated below. By so signing, each person whose signature appears
below  this  Registration  Statement  on Form  S-8 in his or her  capacity  as a
director or officer,  or both, as the case may be, of the Registrant does hereby
severally constitute and appoint Peter C. Brown and Craig R. Ramsey, and each of
them,  with full  power to act  without  the  other,  his or her true and lawful
attorney-in-fact   and  agent,   with  the  full  power  of   substitution   and
resubstitution,  to sign for him or her and in his or her name,  place and stead
in any and all  capacities  indicated  below,  any  and  all  pre-effective  and
post-effective  amendments  to this  Registration  Statement on Form S-8, 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  fully to all
intents and purposes as he or she might or could do in person, thereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his or her  substitute,  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 and on the
date indicated.

Date: December 10, 1999                 /s/ Peter C. Brown
                                        ----------------------------------------
                                        Peter C. Brown, Chairman of the Board,
                                        Chairman of the Board, President, Chief
                                        Executive Officer and Director

Date: December 10, 1999                 /s/ Charles J. Egan, Jr.
                                        ----------------------------------------
                                        Charles J. Egan, Jr., Director

Date: December 10, 1999                 /s/ W. Thomas Grant II
                                        ----------------------------------------
                                        W. Thomas Grant II, Director

Date: December 10, 1999
                                        ----------------------------------------
                                        Charles S. Paul, Director

                                      6
Date: December 10, 1999                 /s/ Paul E. Vardeman
                                        ----------------------------------------
                                        Paul E. Vardeman, Director

Date: December 10, 1999                 /s/ Craig R. Ramsey
                                        ----------------------------------------
                                        Craig R. Ramsey, Senior Vice President,
                                        Finance and Chief Accounting Officer

                                       7