<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
                                                  REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            GEORGIA                                        58-1984957     
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER   
 INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.) 

                11651 PLANO ROAD, SUITE 100, DALLAS, TEXAS  75243
                                 (214) 860-5100
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
                            1996 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

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

                                F. DIXON MCELWEE
                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
                           11651 PLANO ROAD, SUITE 100
                              DALLAS, TEXAS  75243
                                 (214) 860-5100

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                                   COPIES TO:
                            DOUGLAS B. CHAPPELL, ESQ.
                                  ALSTON & BIRD
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA  30309-3424
                                 (404) 881-7000
                              (404) 881-7777 (FAX)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
                                  PROPOSED MAXIMUM  PROPOSED MAXIMUM  
TITLE OF SECURITIES  AMOUNT TO BE  OFFERING PRICE  AGGREGATE OFFERING    AMOUNT OF     
 TO BE REGISTERED   REGISTERED (1)  PER SHARE (2)       PRICE (2)     REGISTRATION FEE 
---------------------------------------------------------------------------------------
<S>                  <C>           <C>              <C>                <C>             
Common Stock          1,500,000       $13.875         $20,812,500          $6,307
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</TABLE>
(1) Of the 1,500,000 shares being registered, all are reserved for issuance
    pursuant to stock incentives.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c), based upon the average of high and low prices reported on 
    the NASDAQ National Market System on April 1, 1997.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

<PAGE>

                                    PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting Part I of this Registration Statement will be 
sent or given to participants in the Plan as specified by Rule 428(b)(1) 
under the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Cameron Ashley Building Products, Inc. 
(the "Company") with the Securities and Exchange Commission (the 
"Commission") are incorporated by reference in this Registration Statement:

 (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     October 31, 1996.
 (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
     January 31, 1997.
 (c) The description of the Company's Common Stock contained in the
     Company's Registration Statement, filed pursuant to Section 12 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
     any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this 
Registration Statement, and prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference herein and to be part hereof from the date of 
filing of such documents. 

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 Registrant's Amended and Restated Bylaws, as amended, and the 
Amended and Restated Articles of Incorporation, as amended, provide that 
directors and officers of the Registrant will be indemnified by the 
Registrant to the fullest extent authorized by Georgia law, as it now exists 
or may in the future be amended, against all expenses and liabilities 
reasonably incurred in connection with service for or on behalf of the 
Registrant.  The Amended and Restated Articles of Incorporation, as amended, 
also provide that the right of directors and officers to indemnification is 
not exclusive of any other right now possessed or hereafter acquired under 
any statute, agreement or otherwise.  The Registrant and its officers and 
directors have entered into indemnification agreements provided for mandatory 
indemnification consistent with the provisions in the Bylaws.

     The Registrant's Amended and Restated Articles of Incorporation provide 
that Directors of the Registrant will not be personally liable for monetary 
damages to the Registrant for certain breaches of their fiduciary duty as

                                      II-1

<PAGE>

directors, except for (i) any appropriation of any business opportunity of 
the Company in violation of his duties to the Registrant or its shareholders, 
(ii) acts or omissions which involve intentional misconduct or a knowing 
violation of law, (iii) approval of certain illegal dividends or redemptions 
and (iv) transactions approved by the directors from which they derive an 
improper personal benefit.  In appropriate circumstances, equitable remedies 
or nonmonetary relief, such as an injunction, will remain available to a 
shareholder seeking redress from any such violation.  In addition, the 
provision applies only to claims against a director arising out of his role 
as a director and not in any other capacity (such as an officer or employee 
of the Registrant).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.   EXHIBITS

4.1  Amended and Restated Certificate of Incorporation (Incorporated by
     reference to Exhibit 3.1 of the Company's Registration Statement on 
     Form S-1 filed with the Commission on February 8, 1994). (Registration 
     No. 33-75054)

4.2  Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 of
     the Registrant's Registration Statement on Form S-1 filed with the
     Commission on February 8, 1994) (Registration No. 33-75054).

5    Opinion of Alston & Bird, counsel to Registrant, as to the legality of the
     securities being registered.

23.1 Consent of Alston & Bird (included in Exhibit 5)

23.2 Consent of Deloitte & Touche LLP

24   Power of Attorney (see signature pages to this Registration Statement)

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement to 
         include any material information with respect to the plan of 
         distribution not previously disclosed in the registration statement or 
         any material change to such information in the registration statement.

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

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

    (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the

                                     II-2

<PAGE>

securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial  BONA FIDE offering thereto.

    (c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933  may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the 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. 

                                     II-3
<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 Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Dallas, State of Texas, on 
April 2, 1997.

                              CAMERON ASHLEY BUILDING PRODUCTS, INC.

                              By:  /s/ F. Dixon McElwee 
                                 -----------------------------------
                                F. Dixon McElwee
                                Vice President - Chief Financial Officer

                              POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints F. Dixon McElwee, Ronald R. Ross and 
Walter J. Muratori, and each of them, as true and lawful attorneys-in-fact 
and agents, with full power of substitution and resubstitution for him or her 
and in his name or her name, place and stead, in any and all capacities, to 
sign any and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits thereto, and 
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 and to 
all intents and purposes as he or she might or could do in person, hereby 
ratifying and confirming all which said attorneys-in-fact and agents or any 
of them, or their or his or her substitute or substitutes, may lawfully do, 
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

    /s/ Ronald R. Ross         Chairman of the Board and          April 2, 1997
-----------------------------  Chief Executive Officer                         
     Ronald R. Ross            (Principal Executive Officer)                   
                                                                  
    /s/ Walter J. Muratori     President and Director             April 2, 1997
-----------------------------                                                  
     Walter J. Muratori                                                        
                                                                  
    /s/ F. Dixon McElwee       Vice President -- Chief Financial  April 2, 1997
-----------------------------  Officer (Principal Financial and                
     F. Dixon McElwee          Accounting Officer)                             
                                                                  
    /s/ J. Veronica Biggins    Director                           April 2, 1997
-----------------------------                                                  
     J. Veronica Biggins                                                       
                                                                  
    /s/ Richard L. Cravey      Director                           April 2, 1997
-----------------------------                                     
     Richard L. Cravey                                            

                                     II-4
<PAGE>
                                                                  
    /s/ Harry K. Hornish       Director                           April 2, 1997
-----------------------------                                     
     Harry K. Hornish                                             
                                                                  
    /s/ Donald S. Huml         Director                           April 2, 1997
-----------------------------                                     
     Donald S. Huml                                               
                                                                  
    /s/ Allen J. Keesler, Jr.  Director                           April 2, 1997
-----------------------------                                     
     Allen J. Keesler, Jr.                                         
                                                                  
    /s/ Don A. Rice, Ph.D.     Director                           April 2, 1997
-----------------------------                                     
     Don A. Rice, Ph.D.                                           
                                                                  
    /s/ Edwin A. Whalen, Jr.   Director                           April 2, 1997
-----------------------------  
     Edwin A. Whalen, Jr.

                                     II-5

<PAGE>

                                 EXHIBIT INDEX

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT                                 PAGE
-------             ----------------------                                 ----
   5     Opinion of Alston & Bird, counsel to the Registrant,                 
         as to legality of Securities being registered                        

  23.1   Consent of Alston & Bird (contained in Exhibit 5)                    

  23.2   Consent of Deloitte & Touche LLP                                     

  24     Power of Attorney (contained on page II-4)
[{"type": "S-8", "sequence": "1", "description": "S8", "secsgml_size_bytes": 16955}]
{"company-data": {"conformed-name": "CAMERON ASHLEY BUILDING PRODUCTS INC", "cik": "0000918858", "assigned-sic": "5030", "irs-number": "581984957", "state-of-incorporation": "GA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24515", "film-number": "97574719"}, "business-address": {"street1": "11651 PLANO RD", "city": "DALLAS", "state": "TX", "zip": "75238", "phone": "2148605100"}, "mail-address": {"street1": "11651 PLANO RD", "city": "DALLAS", "state": "TX", "zip": "75243"}, "former-company": {"former-conformed-name": "CAMERON ASHLEY INC", "date-changed": "19940209"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 1997
                                                  REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            GEORGIA                                        58-1984957     
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER   
 INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.) 

                11651 PLANO ROAD, SUITE 100, DALLAS, TEXAS  75243
                                 (214) 860-5100
          (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
                            1996 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

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

                                F. DIXON MCELWEE
                     CAMERON ASHLEY BUILDING PRODUCTS, INC.
                           11651 PLANO ROAD, SUITE 100
                              DALLAS, TEXAS  75243
                                 (214) 860-5100

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                                   COPIES TO:
                            DOUGLAS B. CHAPPELL, ESQ.
                                  ALSTON & BIRD
                               ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA  30309-3424
                                 (404) 881-7000
                              (404) 881-7777 (FAX)

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

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
                                  PROPOSED MAXIMUM  PROPOSED MAXIMUM  
TITLE OF SECURITIES  AMOUNT TO BE  OFFERING PRICE  AGGREGATE OFFERING    AMOUNT OF     
 TO BE REGISTERED   REGISTERED (1)  PER SHARE (2)       PRICE (2)     REGISTRATION FEE 
---------------------------------------------------------------------------------------
Common Stock          1,500,000       $13.875         $20,812,500          $6,307
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
(1) Of the 1,500,000 shares being registered, all are reserved for issuance
    pursuant to stock incentives.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c), based upon the average of high and low prices reported on 
    the NASDAQ National Market System on April 1, 1997.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents constituting Part I of this Registration Statement will be 
sent or given to participants in the Plan as specified by Rule 428(b)(1) 
under the Securities Act of 1933, as amended (the "Securities Act").

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Cameron Ashley Building Products, Inc. 
(the "Company") with the Securities and Exchange Commission (the 
"Commission") are incorporated by reference in this Registration Statement:

 (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     October 31, 1996.
 (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
     January 31, 1997.
 (c) The description of the Company's Common Stock contained in the
     Company's Registration Statement, filed pursuant to Section 12 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
     any amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this 
Registration Statement, and prior to the filing of a post-effective amendment 
which indicates that all securities offered hereby have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to be 
incorporated by reference herein and to be part hereof from the date of 
filing of such documents. 

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 Registrant's Amended and Restated Bylaws, as amended, and the 
Amended and Restated Articles of Incorporation, as amended, provide that 
directors and officers of the Registrant will be indemnified by the 
Registrant to the fullest extent authorized by Georgia law, as it now exists 
or may in the future be amended, against all expenses and liabilities 
reasonably incurred in connection with service for or on behalf of the 
Registrant.  The Amended and Restated Articles of Incorporation, as amended, 
also provide that the right of directors and officers to indemnification is 
not exclusive of any other right now possessed or hereafter acquired under 
any statute, agreement or otherwise.  The Registrant and its officers and 
directors have entered into indemnification agreements provided for mandatory 
indemnification consistent with the provisions in the Bylaws.

     The Registrant's Amended and Restated Articles of Incorporation provide 
that Directors of the Registrant will not be personally liable for monetary 
damages to the Registrant for certain breaches of their fiduciary duty as

                                      II-1
directors, except for (i) any appropriation of any business opportunity of 
the Company in violation of his duties to the Registrant or its shareholders, 
(ii) acts or omissions which involve intentional misconduct or a knowing 
violation of law, (iii) approval of certain illegal dividends or redemptions 
and (iv) transactions approved by the directors from which they derive an 
improper personal benefit.  In appropriate circumstances, equitable remedies 
or nonmonetary relief, such as an injunction, will remain available to a 
shareholder seeking redress from any such violation.  In addition, the 
provision applies only to claims against a director arising out of his role 
as a director and not in any other capacity (such as an officer or employee 
of the Registrant).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.   EXHIBITS

4.1  Amended and Restated Certificate of Incorporation (Incorporated by
     reference to Exhibit 3.1 of the Company's Registration Statement on 
     Form S-1 filed with the Commission on February 8, 1994). (Registration 
     No. 33-75054)

4.2  Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 of
     the Registrant's Registration Statement on Form S-1 filed with the
     Commission on February 8, 1994) (Registration No. 33-75054).

5    Opinion of Alston & Bird, counsel to Registrant, as to the legality of the
     securities being registered.

23.1 Consent of Alston & Bird (included in Exhibit 5)

23.2 Consent of Deloitte & Touche LLP

24   Power of Attorney (see signature pages to this Registration Statement)

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement to 
         include any material information with respect to the plan of 
         distribution not previously disclosed in the registration statement or 
         any material change to such information in the registration statement.

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

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

    (b)  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
Registration Statement shall be deemed to be a new registration statement 
relating to the

                                     II-2
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial  BONA FIDE offering thereto.

    (c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933  may be permitted to directors, officers and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the 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. 

                                     II-3
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 Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Dallas, State of Texas, on 
April 2, 1997.

                              CAMERON ASHLEY BUILDING PRODUCTS, INC.

                              By:  /s/ F. Dixon McElwee 
                                 -----------------------------------
                                F. Dixon McElwee
                                Vice President - Chief Financial Officer

                              POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints F. Dixon McElwee, Ronald R. Ross and 
Walter J. Muratori, and each of them, as true and lawful attorneys-in-fact 
and agents, with full power of substitution and resubstitution for him or her 
and in his name or her name, place and stead, in any and all capacities, to 
sign any and all amendments (including post-effective amendments) to this 
Registration Statement, and to file the same, with all exhibits thereto, and 
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 and to 
all intents and purposes as he or she might or could do in person, hereby 
ratifying and confirming all which said attorneys-in-fact and agents or any 
of them, or their or his or her substitute or substitutes, may lawfully do, 
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities and on the dates indicated.

    /s/ Ronald R. Ross         Chairman of the Board and          April 2, 1997
-----------------------------  Chief Executive Officer                         
     Ronald R. Ross            (Principal Executive Officer)                   
                                                                  
    /s/ Walter J. Muratori     President and Director             April 2, 1997
-----------------------------                                                  
     Walter J. Muratori                                                        
                                                                  
    /s/ F. Dixon McElwee       Vice President -- Chief Financial  April 2, 1997
-----------------------------  Officer (Principal Financial and                
     F. Dixon McElwee          Accounting Officer)                             
                                                                  
    /s/ J. Veronica Biggins    Director                           April 2, 1997
-----------------------------                                                  
     J. Veronica Biggins                                                       
                                                                  
    /s/ Richard L. Cravey      Director                           April 2, 1997
-----------------------------                                     
     Richard L. Cravey                                            

                                     II-4
/s/ Harry K. Hornish       Director                           April 2, 1997
-----------------------------                                     
     Harry K. Hornish                                             
                                                                  
    /s/ Donald S. Huml         Director                           April 2, 1997
-----------------------------                                     
     Donald S. Huml                                               
                                                                  
    /s/ Allen J. Keesler, Jr.  Director                           April 2, 1997
-----------------------------                                     
     Allen J. Keesler, Jr.                                         
                                                                  
    /s/ Don A. Rice, Ph.D.     Director                           April 2, 1997
-----------------------------                                     
     Don A. Rice, Ph.D.                                           
                                                                  
    /s/ Edwin A. Whalen, Jr.   Director                           April 2, 1997
-----------------------------  
     Edwin A. Whalen, Jr.

                                     II-5
EXHIBIT INDEX

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT                                 PAGE
-------             ----------------------                                 ----
   5     Opinion of Alston & Bird, counsel to the Registrant,                 
         as to legality of Securities being registered                        

  23.1   Consent of Alston & Bird (contained in Exhibit 5)                    

  23.2   Consent of Deloitte & Touche LLP                                     

  24     Power of Attorney (contained on page II-4)