SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                ----------------

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

                             S&K Famous Brands, Inc.
             (Exact Name of Registrant as Specified in its Charter)

             Virginia                                           54-0845694
   (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

           P.O. Box 31800                                       23294-1800
       11100 West Broad Street                                  (Zip Code)
         Richmond, Virginia
   (Address of Principal Executive
              Offices)

                          2000 Stock Purchase Loan Plan
                            1999 Stock Incentive Plan
                             1991 Stock Option Plan
                            (Full Title of the Plans)

                                Robert E. Knowles
                            Executive Vice President
                             S&K Famous Brands, Inc.
                                 P.O. Box 31800
                             11100 West Broad Street
                          Richmond, Virginia 23294-1800
                     (Name and Address of Agent for Service)
                                 (804) 346-2500
          (Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
-------------------------------------------------------------------------------------------------------------
                                      CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                               Proposed Maximum      Proposed Maximum
 Title of Securities        Amount to be      Offering Price Per    Aggregate Offering        Amount of
   to be Registered          Registered              Share                Price           Registration Fee
-------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                <C>                     <C>
Common Stock, par           975,000 (1)            $7.00 (2)          $6,825,000 (2)          $1,801.80
value $.50 per share
-------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

(1)  Pursuant to Rule 416(a),  this  Registration  Statement also registers such
     number of additional  securities that may be offered  pursuant to the terms
     of the 2000 Stock  Purchase Loan Plan, the 1999 Stock  Incentive  Plan, and
     the 1991 Stock Option Plan which provide for a change in the amount or type
     of securities  being  offered or issued to prevent  dilution as a result of
     stock splits, stock dividends or similar transactions.

(2)  Calculated  pursuant  to Rule  457(h)(1)  and Rule  457(c)  based  upon the
     average  of the high  and low  prices  of the  Common  Stock on the  Nasdaq
     National Market on May 12, 2000, which was $7.00.

                                EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8 is being filed by S&K Famous
Brands, Inc., a Virginia corporation (the "Registrant"), relating to (i) 475,000
shares of the  Registrant's  Common Stock, par value $.50 per share (the "Common
Stock"),  which may be offered and sold pursuant to the Registrant's  2000 Stock
Purchase Loan Plan; (ii) 300,000 shares of the  Registrant's  Common Stock which
may be offered and sold pursuant to the Registrant's  1999 Stock Incentive Plan;
and (iii) 200,000 shares of the  Registrant's  Common Stock which may be offered
and sold pursuant to the Registrant's 1991 Stock Option Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents of the  Registrant  heretofore  filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

          (1)       The  Registrant's  Annual Report on Form 10-K for the fiscal
                    year ended January 29, 2000, filed on April 7, 2000;

          (2)       The  description  of  the  Common  Stock  contained  in  the
                    Registrant's  Registration  Statement  on Form 8-A  filed on
                    March 5, 1984, including any amendments to such Registration
                    Statement hereafter filed; and

          (3)       All  reports  and other  documents  filed by the  Registrant
                    since the end of the fiscal year covered by the Registrant's
                    document  referred  to in  paragraph  (1) above  pursuant to
                    Sections  13(a)  and (c),  14 and  15(d)  of the  Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"), prior
                    to the filing of a post-effective  amendment which indicates
                    that all  securities  offered  hereunder  have  been sold or
                    which  deregisters all such securities then remaining unsold
                    shall be  deemed to be  incorporated  by  reference  in this
                    Registration Statement and to be a part hereof from the date
                    of filing of such reports and documents.

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

                                       2
<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia pursuant to which a Company is
incorporated  permit it to indemnify its officers and directors  against certain
liabilities with the approval of its shareholders. The Articles of Incorporation
of the Company,  which have been approved by its  shareholders,  provide for the
indemnification  of each director and officer  (including  former  directors and
officers  and each person who may have served at the request of the Company as a
director  or officer of any other legal  entity  and,  in all cases,  his heirs,
executors  and   administrators)   against  liabilities   (including   expenses)
reasonably  incurred by him in connection with any actual or threatened  action,
suit or  proceeding  to which he may be made a party by  reason  of his being or
having  been a director  or officer of the  Company,  except in  relation to any
action,  suit or  proceeding  in which he has been  adjudged  liable  because of
willful misconduct or a knowing violation of the criminal law.

         The Company has purchased  directors' and officers' liability policies.
Within the limits of their  coverage,  the policies insure (1) the directors and
officers of the Company  against  certain  losses  resulting from claims against
them in their  capacities  as  directors  and  officers  to the extent that such
losses are not indemnified by the Company and (2) the Company to the extent that
it  indemnifies  such  directors and officers for losses as permitted  under the
laws of Virginia.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index following signatures.

Item 9.  Undertakings.

         (1)      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, as amended (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                                       3
<PAGE>

                           (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) of this section do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
registration statement.

                  (b) 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.

                  (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) The undersigned  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) 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 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.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling  person 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.

                                       4
<PAGE>
                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Richmond, Virginia, on this 18th day of May, 2000.

                                 S&K Famous Brands, Inc.


                                 By: /s/ Stuart C. Siegel
                                    -------------------------------------
                                     Stuart C. Siegel
                                     Chairman and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints each of Robert E. Knowles and Janet L.
Jorgensen  his true and lawful  attorney-in-fact  and agent,  with full power of
substitution,  for him in his name, and in any and all  capacities,  to sign all
amendments (including  post-effective  amendments) to the Registration Statement
to which this power of attorney is  attached,  and to file all such  amendments,
and all  exhibits to them and other  documents  to be filed in  connection  with
them, with the Securities and Exchange Commission.

         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 dates indicated.
<TABLE>
<CAPTION>
           Signature                               Title                                  Date
           ---------                               -----                                  ----
<S>                                <C>                                                <C>
/s/ Stuart C. Siegel               Chairman of the Board of Directors and             May 18, 2000
--------------------                      Chief Executive Officer
Stuart C. Siegel                       (Principal Executive Officer)

/s/ Robert L. Burrus, Jr.                         Director                            May 18, 2000
-------------------------
Robert L. Burrus, Jr.

/s/ Donald W. Colbert                     Director, President and                     May 18, 2000
---------------------                     Chief Operating Officer
Donald W. Colbert

/s/ Selwyn S. Herson                              Director                            May 18, 2000
--------------------
Selwyn S. Herson

/s/ Andrew M. Lewis                               Director                            May 18, 2000
-------------------
Andrew M. Lewis, Ph.D.

/s/ Steven A. Markel                              Director                            May 18, 2000
--------------------
Steven A. Markel

/s/ Troy A. Peery, Jr.                            Director                            May 18, 2000
----------------------
Troy A. Peery, Jr.

/s/ Marshall B. Wishnack                          Director                            May 18, 2000
------------------------
Marshall B. Wishnack

/s/ Robert E. Knowles            Executive Vice President, Chief Financial            May 18, 2000
---------------------                 Officer, Secretary and Treasurer
Robert E. Knowles                        (Chief Financial Officer)


/s/ Janet L. Jorgensen                   Vice President--Controller                    May 18, 2000
----------------------                 (Principal Accounting Officer)
Janet L. Jorgensen
</TABLE>

                                       5
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number                  Description
--------------                  -----------

5                      Opinion of McGuire, Woods, Battle & Boothe LLP

23.1                   Consent of PricewaterhouseCoopers LLP

23.2                   Consent of McGuire, Woods, Battle & Boothe LLP
                       (filed as part of Exhibit 5)

24                     Power of Attorney (included on signature page)



                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17323}]
{"company-data": {"conformed-name": "S&K FAMOUS BRANDS INC", "cik": "0000723924", "assigned-sic": "5600", "irs-number": "540845694", "state-of-incorporation": "VA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37324", "film-number": "639573"}, "business-address": {"street1": "11100 W BROAD ST", "street2": "PO BOX 31800", "city": "RICHMOND", "state": "VA", "zip": "23294-1800", "phone": "8043462500"}, "mail-address": {"street1": "P O BOX 31800", "city": "RICHMOND", "state": "VA", "zip": "23294-1800"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                ----------------

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

                             S&K Famous Brands, Inc.
             (Exact Name of Registrant as Specified in its Charter)

             Virginia                                           54-0845694
   (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                        Identification Number)

           P.O. Box 31800                                       23294-1800
       11100 West Broad Street                                  (Zip Code)
         Richmond, Virginia
   (Address of Principal Executive
              Offices)

                          2000 Stock Purchase Loan Plan
                            1999 Stock Incentive Plan
                             1991 Stock Option Plan
                            (Full Title of the Plans)

                                Robert E. Knowles
                            Executive Vice President
                             S&K Famous Brands, Inc.
                                 P.O. Box 31800
                             11100 West Broad Street
                          Richmond, Virginia 23294-1800
                     (Name and Address of Agent for Service)
                                 (804) 346-2500
          (Telephone Number, Including Area Code, of Agent for Service)

-------------------------------------------------------------------------------------------------------------
                                      CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                               Proposed Maximum      Proposed Maximum
 Title of Securities        Amount to be      Offering Price Per    Aggregate Offering        Amount of
   to be Registered          Registered              Share                Price           Registration Fee
-------------------------------------------------------------------------------------------------------------
Common Stock, par           975,000 (1)            $7.00 (2)          $6,825,000 (2)          $1,801.80
value $.50 per share
-------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a),  this  Registration  Statement also registers such
     number of additional  securities that may be offered  pursuant to the terms
     of the 2000 Stock  Purchase Loan Plan, the 1999 Stock  Incentive  Plan, and
     the 1991 Stock Option Plan which provide for a change in the amount or type
     of securities  being  offered or issued to prevent  dilution as a result of
     stock splits, stock dividends or similar transactions.

(2)  Calculated  pursuant  to Rule  457(h)(1)  and Rule  457(c)  based  upon the
     average  of the high  and low  prices  of the  Common  Stock on the  Nasdaq
     National Market on May 12, 2000, which was $7.00.

                                EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8 is being filed by S&K Famous
Brands, Inc., a Virginia corporation (the "Registrant"), relating to (i) 475,000
shares of the  Registrant's  Common Stock, par value $.50 per share (the "Common
Stock"),  which may be offered and sold pursuant to the Registrant's  2000 Stock
Purchase Loan Plan; (ii) 300,000 shares of the  Registrant's  Common Stock which
may be offered and sold pursuant to the Registrant's  1999 Stock Incentive Plan;
and (iii) 200,000 shares of the  Registrant's  Common Stock which may be offered
and sold pursuant to the Registrant's 1991 Stock Option Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents of the  Registrant  heretofore  filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

          (1)       The  Registrant's  Annual Report on Form 10-K for the fiscal
                    year ended January 29, 2000, filed on April 7, 2000;

          (2)       The  description  of  the  Common  Stock  contained  in  the
                    Registrant's  Registration  Statement  on Form 8-A  filed on
                    March 5, 1984, including any amendments to such Registration
                    Statement hereafter filed; and

          (3)       All  reports  and other  documents  filed by the  Registrant
                    since the end of the fiscal year covered by the Registrant's
                    document  referred  to in  paragraph  (1) above  pursuant to
                    Sections  13(a)  and (c),  14 and  15(d)  of the  Securities
                    Exchange Act of 1934, as amended (the "Exchange Act"), prior
                    to the filing of a post-effective  amendment which indicates
                    that all  securities  offered  hereunder  have  been sold or
                    which  deregisters all such securities then remaining unsold
                    shall be  deemed to be  incorporated  by  reference  in this
                    Registration Statement and to be a part hereof from the date
                    of filing of such reports and documents.

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

                                       2
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia pursuant to which a Company is
incorporated  permit it to indemnify its officers and directors  against certain
liabilities with the approval of its shareholders. The Articles of Incorporation
of the Company,  which have been approved by its  shareholders,  provide for the
indemnification  of each director and officer  (including  former  directors and
officers  and each person who may have served at the request of the Company as a
director  or officer of any other legal  entity  and,  in all cases,  his heirs,
executors  and   administrators)   against  liabilities   (including   expenses)
reasonably  incurred by him in connection with any actual or threatened  action,
suit or  proceeding  to which he may be made a party by  reason  of his being or
having  been a director  or officer of the  Company,  except in  relation to any
action,  suit or  proceeding  in which he has been  adjudged  liable  because of
willful misconduct or a knowing violation of the criminal law.

         The Company has purchased  directors' and officers' liability policies.
Within the limits of their  coverage,  the policies insure (1) the directors and
officers of the Company  against  certain  losses  resulting from claims against
them in their  capacities  as  directors  and  officers  to the extent that such
losses are not indemnified by the Company and (2) the Company to the extent that
it  indemnifies  such  directors and officers for losses as permitted  under the
laws of Virginia.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index following signatures.

Item 9.  Undertakings.

         (1)      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, as amended (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                                       3
(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) of this section do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
registration statement.

                  (b) 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.

                  (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) The undersigned  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) 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 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.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling  person 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.

                                       4
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all 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 Richmond, Virginia, on this 18th day of May, 2000.

                                 S&K Famous Brands, Inc.

                                 By: /s/ Stuart C. Siegel
                                    -------------------------------------
                                     Stuart C. Siegel
                                     Chairman and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and appoints each of Robert E. Knowles and Janet L.
Jorgensen  his true and lawful  attorney-in-fact  and agent,  with full power of
substitution,  for him in his name, and in any and all  capacities,  to sign all
amendments (including  post-effective  amendments) to the Registration Statement
to which this power of attorney is  attached,  and to file all such  amendments,
and all  exhibits to them and other  documents  to be filed in  connection  with
them, with the Securities and Exchange Commission.

         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 dates indicated.
Signature                               Title                                  Date
           ---------                               -----                                  ----
/s/ Stuart C. Siegel               Chairman of the Board of Directors and             May 18, 2000
--------------------                      Chief Executive Officer
Stuart C. Siegel                       (Principal Executive Officer)

/s/ Robert L. Burrus, Jr.                         Director                            May 18, 2000
-------------------------
Robert L. Burrus, Jr.

/s/ Donald W. Colbert                     Director, President and                     May 18, 2000
---------------------                     Chief Operating Officer
Donald W. Colbert

/s/ Selwyn S. Herson                              Director                            May 18, 2000
--------------------
Selwyn S. Herson

/s/ Andrew M. Lewis                               Director                            May 18, 2000
-------------------
Andrew M. Lewis, Ph.D.

/s/ Steven A. Markel                              Director                            May 18, 2000
--------------------
Steven A. Markel

/s/ Troy A. Peery, Jr.                            Director                            May 18, 2000
----------------------
Troy A. Peery, Jr.

/s/ Marshall B. Wishnack                          Director                            May 18, 2000
------------------------
Marshall B. Wishnack

/s/ Robert E. Knowles            Executive Vice President, Chief Financial            May 18, 2000
---------------------                 Officer, Secretary and Treasurer
Robert E. Knowles                        (Chief Financial Officer)

/s/ Janet L. Jorgensen                   Vice President--Controller                    May 18, 2000
----------------------                 (Principal Accounting Officer)
Janet L. Jorgensen
5
EXHIBIT INDEX

Exhibit Number                  Description
--------------                  -----------

5                      Opinion of McGuire, Woods, Battle & Boothe LLP

23.1                   Consent of PricewaterhouseCoopers LLP

23.2                   Consent of McGuire, Woods, Battle & Boothe LLP
                       (filed as part of Exhibit 5)

24                     Power of Attorney (included on signature page)

                                       6