As filed with the Securities and Exchange Commission on August 5, 1999
                                                      Registration No.33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          Commonwealth Bankshares, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

      Virginia                                       54-1460991
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
 Incorporation or Organization)

403 Boush Street
Norfolk, Virginia                                      23510
(Address of Principal Executive Office)              (Zip Code)

                          Commonwealth Bankshares, Inc.
                        1999 Stock Incentive Option Plan
                            (Full Title of the Plan)

                              Jody M. Wagner, Esq.
                                Kaufman & Canoles
                                 P. O. Box 3037
                             Norfolk, VA 23514-3037
                     (Name and Address of Agent for Service)

                                 (757) 624-3294
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                      Proposed
     Title of                       Proposed           Maximum
    Securities       Amount          Maximum          Aggregate      Amount of
      to be           to be      Offering Price       Offering     Registration
    Registered     Registered     Per Share(1)        Price(1)        Fee(1)
--------------------------------------------------------------------------------
Common Stock,
$2.50 par value     225,000         $10.00          $2,250,000       $607.50

(1)Pursuant to rules 457(h), the registration fee was computed using $10.00 per
   share of Common Stock, which is the exercise  price on granted shares.

------------------------
Exhibit Index can be found on page 3.


<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS


 Item 3:  Incorporation of Documents by Reference.
          ----------------------------------------

The following documents of Commonwealth Bankshares, Inc., a Virginia corporation
(the  "Company"),  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated by reference into this Registration Statement:

     (a)  The Company's  Annual Report on Form 10-KSB,  for the Company's fiscal
year ended  December 31, 1998 filed  pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

     (b)  All reports filed by the Company pursuant to Section 13(a) of the 1934
Act since the end of the Company's fiscal year ended December 31, 1998.

     (c)  The  description of the Company's  Common Stock  registered  under the
1934 Act contained in the Company's Registration Statement on Form 8-B (File No.
0-19492), which became effective in December 1988.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the 1934 since the Company's  fiscal
year ended December 31, 1998.

     Any statement  contained in a document  incorporated  in this  Registration
Statement  by  reference  shall be deemed to be modified or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is or is  deemed  to be  incorporated  in this  Registration  Statement  by
reference modifies or replaces such statement.

 Item 4:  Description of Securities.
          --------------------------

 Not applicable.

 Item 5:  Interests of the Named Experts and Counsel.
          -------------------------------------------

 Not applicable.


 Item 6:  Indemnification of Directors and Officers.
          ------------------------------------------

Section  13.1-692.1 of the Virginia Stock  Corporation  Act (the "Act") provides
that in any proceeding brought by or in the right of a corporation or brought by
or on behalf of shareholders of the corporation, the damages assessed against an
officer or director arising out of a single transaction, occurrence or course of
conduct  shall not exceed the lesser of (1) the monetary  amount,  including the
elimination  of  liability,  specified in the articles of  incorporation  or, if
approved by the shareholders, in the bylaws as a limitation on or elimination of
the liability of the officer or director,  or (2) the greater of (i) $100,000 or
(ii) the amount of cash  compensation  received by the officer or director  from
the corporation during the 12 months  immediately  preceding the act or omission
for which liability was imposed. The liability of an officer or director may not
be limited  under this section of the Act if the officer or director  engaged in
willful  misconduct or a knowing violation of the criminal law or of any federal
or state securities law, including,  without  limitation,  any claim of unlawful
insider trading or manipulation of the market for any security.
                                       2
<PAGE>


Section  13.1-697 of the Act  authorizes a Virginia  corporation to indemnify an
individual made a party to a proceeding  because he is or was a director against
liability incurred in the proceeding. A Virginia corporation may not indemnify a
director  under this section in connection  with a proceeding by or in the right
of the  corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official  capacity,  in which he was
adjudged  liable on the basis that personal  benefit was improperly  received by
him.  Section  13.1-698  provides  that,  unless  limited  by  its  Articles  of
Incorporation,  a Virginia  corporation  must  indemnify a director who entirely
prevails in the defense of any  proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses incurred by him
in connection  with the  proceeding.  Section  13.1-702 of the Act  authorizes a
Virginia corporation to indemnify its officers,  employees or agents to the same
extent as directors.

The Company's Articles of Incorporation provide that to the full extent that the
Act permits the  limitation  or  elimination  of the  liability  of directors or
officers,  a  director  or  officer  of the  Company  shall not be liable to the
Company or its  shareholders  for monetary  damages.  The Company's  Articles of
Incorporation  also provide that to the full extent  permitted and in the manner
prescribed by the Act and any other  applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any  proceeding by
reason of the fact that he is or was such a  director  or  officer  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors,  officers,  employees
or agents includes former  directors,  officers,  employees and agents and their
respective heirs, executors and administrators.

Officers  and  directors  of the  Company are  covered by  insurance  that (with
certain  exceptions and within  certain  limitations)  indemnifies  them against
losses and  liabilities  arising from an alleged  "harmful  act,"  including any
alleged  error or  misstatement  or  misleading  statement  or  wrongful  act or
omission or neglect or breach of duty.

 Item 7:  Exemption from Registration Claimed.
          ------------------------------------

 Not applicable.

      Item 8:  Exhibits.
               ---------

    Number                            Description
    ------                            -----------
     4.1     1999 Stock Incentive Plan

     4.2     1990 Stock Option Plan, as amended

     4.3     Non-Employee Director Stock Compensation Plan.  Filed on
             March 30, 1996 as exhibit 10.13 to the Registrant's Form
             10-K, and incorporated herein by reference

     4.4     Amendment to the Non-Employee Director Stock Compensation Plan

      5      Opinion of Kaufman & Canoles, P.C.

    23.1     Consent of Poti, Walton & Associates, P.C.

    23.2     Consent of Kaufman & Canoles, P.C.(contained in Exhibit 5)

     24      Power of Attorney (included on the signature page of 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

                                       3
<PAGE>

any material information with respect to the plan of distribution not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information in this registration statement;

             (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; and

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

        (b)  The registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act 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 this  registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein;  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant,  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 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


      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 the City of Norfolk, Commonwealth of Virginia, on July 29, 1999.

                                    COMMONWEALTH BANKSHARES, INC.



                                      By:  /s/ EDWARD J. WOODARD, JR.
                                         ----------------------------------
                                          Edward J. Woodard, Jr., Chairman of
                                          the Board & Chief Executive Officer




                                POWER OF ATTORNEY


      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates  indicated.  Each person in so signing,  also makes,
constitutes and appoints Edward J. Woodard,  Jr., and Richard J. Tavss, and each
of them  individually,  his true and lawful  attorney-in-fact  in this place and
stead,  to  execute  and  cause to be filed  with the  Securities  and  Exchange
Commission any and all amendments to this Registration Statement.


Signature
---------
/s/ EDWARD J. WOODARD, JR.
-----------------------------------------                  July 29, 1999
Edward J. Woodard, Jr., Chairman of the
Board & Chief Executive Officer

/s/ JOHN H. GAYLE
-----------------------------------------                  July 29, 1999
John H. Gayle, Executive Vice President,
Cashier and Chief Financial Officer

/s/ GEORGE H. BURTON, JR.
-----------------------------------------                  July 29, 1999
George H. Burton, Jr., Director

/s/ MORTON GOLDMEIER
-----------------------------------------                  July 29, 1999
Morton Goldmeier, Director

/s/ WILLIAM P. KELLAM
-----------------------------------------                  July 29, 1999
William P. Kellam, Director


<PAGE>

/s/ THOMAS W. MOSS, JR.
-----------------------------------------                  July 29, 1999
Thomas W. Moss, Jr., Director

/s/ WILLIAM D. PAYNE
-----------------------------------------                  July 29, 1999
William D. Payne, M.D., Director

/s/ HERBERT L. PERLIN
-----------------------------------------                  July 29, 1999
Herbert L. Perlin, Director

/s/ RICHARD J. TAVSS
-----------------------------------------                  July 29, 1999
Richard J. Tavss, Director

/s/ KENNETH J. YOUNG
-----------------------------------------                  July 29, 1999
Kenneth J. Young, Director

/s/ MORTON M. ZEDD
-----------------------------------------                  July 29, 1999
Morton M. Zedd, Director




<PAGE>



                                  EXHIBIT INDEX


The following exhibits are filed herewith unless otherwise indicated:


                                                                      Sequential
                                                                         Page
 Number                             Description                         Number
--------------------------------------------------------------------------------

  **4.1   1999 Stock Incentive Plan                                         E-1

  **4.2   1990 Stock Option Plan, as amended                                E-17

   *4.3   Non-Employee Director Stock Compensation Plan.  Filed on March    E-40
          30, 1996 as exhibit 10.13 to the Registrant's Form 10-K, and
          incorporated herein by reference

  **4.4   Amendment to the Non-Employee Director Stock Compensation Plan    E-41

  **5.1   Opinion of Kaufman & Canoles, P.C.                                E-42

 **23.1   Consent of Poti, Walton & Associates, P.C.                        E-43

 **23.2   Consent of Kaufman & Canoles, P.C. (contained in Exhibit 5)

 **24     Power of Attorney (included on the signature page of this
          Registration Statement)

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

*  Not filed  herewith.  In Accordance with Rule 12b-32 of the General Rules and
   Regulations  under  the  Securities  Exchange  Act of  1934,  the exhibit is
   incorporated by reference.
** Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "COMMONWEALTH BANKSHARES S-8", "secsgml_size_bytes": 16349}]
{"company-data": {"conformed-name": "COMMONWEALTH BANKSHARES INC", "cik": "0000835012", "assigned-sic": "6021", "irs-number": "541460991", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84621", "film-number": "99679171"}, "business-address": {"street1": "403 BOUSH ST", "city": "NORFOLK", "state": "VA", "zip": "23510", "phone": "8044466900"}, "mail-address": {"street2": "403 BOUSH STREET", "city": "NORFOLK", "state": "VA", "zip": "23510"}}
As filed with the Securities and Exchange Commission on August 5, 1999
                                                      Registration No.33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          Commonwealth Bankshares, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

      Virginia                                       54-1460991
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
 Incorporation or Organization)

403 Boush Street
Norfolk, Virginia                                      23510
(Address of Principal Executive Office)              (Zip Code)

                          Commonwealth Bankshares, Inc.
                        1999 Stock Incentive Option Plan
                            (Full Title of the Plan)

                              Jody M. Wagner, Esq.
                                Kaufman & Canoles
                                 P. O. Box 3037
                             Norfolk, VA 23514-3037
                     (Name and Address of Agent for Service)

                                 (757) 624-3294
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                                      Proposed
     Title of                       Proposed           Maximum
    Securities       Amount          Maximum          Aggregate      Amount of
      to be           to be      Offering Price       Offering     Registration
    Registered     Registered     Per Share(1)        Price(1)        Fee(1)
--------------------------------------------------------------------------------
Common Stock,
$2.50 par value     225,000         $10.00          $2,250,000       $607.50

(1)Pursuant to rules 457(h), the registration fee was computed using $10.00 per
   share of Common Stock, which is the exercise  price on granted shares.

------------------------
Exhibit Index can be found on page 3.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS

 Item 3:  Incorporation of Documents by Reference.
          ----------------------------------------

The following documents of Commonwealth Bankshares, Inc., a Virginia corporation
(the  "Company"),  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated by reference into this Registration Statement:

     (a)  The Company's  Annual Report on Form 10-KSB,  for the Company's fiscal
year ended  December 31, 1998 filed  pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

     (b)  All reports filed by the Company pursuant to Section 13(a) of the 1934
Act since the end of the Company's fiscal year ended December 31, 1998.

     (c)  The  description of the Company's  Common Stock  registered  under the
1934 Act contained in the Company's Registration Statement on Form 8-B (File No.
0-19492), which became effective in December 1988.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c),  14 and 15(d) of the 1934 since the Company's  fiscal
year ended December 31, 1998.

     Any statement  contained in a document  incorporated  in this  Registration
Statement  by  reference  shall be deemed to be modified or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is or is  deemed  to be  incorporated  in this  Registration  Statement  by
reference modifies or replaces such statement.

 Item 4:  Description of Securities.
          --------------------------

 Not applicable.

 Item 5:  Interests of the Named Experts and Counsel.
          -------------------------------------------

 Not applicable.

 Item 6:  Indemnification of Directors and Officers.
          ------------------------------------------

Section  13.1-692.1 of the Virginia Stock  Corporation  Act (the "Act") provides
that in any proceeding brought by or in the right of a corporation or brought by
or on behalf of shareholders of the corporation, the damages assessed against an
officer or director arising out of a single transaction, occurrence or course of
conduct  shall not exceed the lesser of (1) the monetary  amount,  including the
elimination  of  liability,  specified in the articles of  incorporation  or, if
approved by the shareholders, in the bylaws as a limitation on or elimination of
the liability of the officer or director,  or (2) the greater of (i) $100,000 or
(ii) the amount of cash  compensation  received by the officer or director  from
the corporation during the 12 months  immediately  preceding the act or omission
for which liability was imposed. The liability of an officer or director may not
be limited  under this section of the Act if the officer or director  engaged in
willful  misconduct or a knowing violation of the criminal law or of any federal
or state securities law, including,  without  limitation,  any claim of unlawful
insider trading or manipulation of the market for any security.
                                       2
Section  13.1-697 of the Act  authorizes a Virginia  corporation to indemnify an
individual made a party to a proceeding  because he is or was a director against
liability incurred in the proceeding. A Virginia corporation may not indemnify a
director  under this section in connection  with a proceeding by or in the right
of the  corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official  capacity,  in which he was
adjudged  liable on the basis that personal  benefit was improperly  received by
him.  Section  13.1-698  provides  that,  unless  limited  by  its  Articles  of
Incorporation,  a Virginia  corporation  must  indemnify a director who entirely
prevails in the defense of any  proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses incurred by him
in connection  with the  proceeding.  Section  13.1-702 of the Act  authorizes a
Virginia corporation to indemnify its officers,  employees or agents to the same
extent as directors.

The Company's Articles of Incorporation provide that to the full extent that the
Act permits the  limitation  or  elimination  of the  liability  of directors or
officers,  a  director  or  officer  of the  Company  shall not be liable to the
Company or its  shareholders  for monetary  damages.  The Company's  Articles of
Incorporation  also provide that to the full extent  permitted and in the manner
prescribed by the Act and any other  applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any  proceeding by
reason of the fact that he is or was such a  director  or  officer  or is or was
serving at the request of the Company as a director,  officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors,  officers,  employees
or agents includes former  directors,  officers,  employees and agents and their
respective heirs, executors and administrators.

Officers  and  directors  of the  Company are  covered by  insurance  that (with
certain  exceptions and within  certain  limitations)  indemnifies  them against
losses and  liabilities  arising from an alleged  "harmful  act,"  including any
alleged  error or  misstatement  or  misleading  statement  or  wrongful  act or
omission or neglect or breach of duty.

 Item 7:  Exemption from Registration Claimed.
          ------------------------------------

 Not applicable.

      Item 8:  Exhibits.
               ---------

    Number                            Description
    ------                            -----------
     4.1     1999 Stock Incentive Plan

     4.2     1990 Stock Option Plan, as amended

     4.3     Non-Employee Director Stock Compensation Plan.  Filed on
             March 30, 1996 as exhibit 10.13 to the Registrant's Form
             10-K, and incorporated herein by reference

     4.4     Amendment to the Non-Employee Director Stock Compensation Plan

      5      Opinion of Kaufman & Canoles, P.C.

    23.1     Consent of Poti, Walton & Associates, P.C.

    23.2     Consent of Kaufman & Canoles, P.C.(contained in Exhibit 5)

     24      Power of Attorney (included on the signature page of 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

                                       3
any material information with respect to the plan of distribution not previously
disclosed  in  this  registration  statement  or any  material  change  to  such
information in this registration statement;

             (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; and

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

        (b)  The registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act 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 this  registration  statement shall
be deemed to be a new registration  statement relating to the securities offered
therein;  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

        (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant,  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 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

      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 the City of Norfolk, Commonwealth of Virginia, on July 29, 1999.

                                    COMMONWEALTH BANKSHARES, INC.

                                      By:  /s/ EDWARD J. WOODARD, JR.
                                         ----------------------------------
                                          Edward J. Woodard, Jr., Chairman of
                                          the Board & Chief Executive Officer

                                POWER OF ATTORNEY

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates  indicated.  Each person in so signing,  also makes,
constitutes and appoints Edward J. Woodard,  Jr., and Richard J. Tavss, and each
of them  individually,  his true and lawful  attorney-in-fact  in this place and
stead,  to  execute  and  cause to be filed  with the  Securities  and  Exchange
Commission any and all amendments to this Registration Statement.

Signature
---------
/s/ EDWARD J. WOODARD, JR.
-----------------------------------------                  July 29, 1999
Edward J. Woodard, Jr., Chairman of the
Board & Chief Executive Officer

/s/ JOHN H. GAYLE
-----------------------------------------                  July 29, 1999
John H. Gayle, Executive Vice President,
Cashier and Chief Financial Officer

/s/ GEORGE H. BURTON, JR.
-----------------------------------------                  July 29, 1999
George H. Burton, Jr., Director

/s/ MORTON GOLDMEIER
-----------------------------------------                  July 29, 1999
Morton Goldmeier, Director

/s/ WILLIAM P. KELLAM
-----------------------------------------                  July 29, 1999
William P. Kellam, Director
/s/ THOMAS W. MOSS, JR.
-----------------------------------------                  July 29, 1999
Thomas W. Moss, Jr., Director

/s/ WILLIAM D. PAYNE
-----------------------------------------                  July 29, 1999
William D. Payne, M.D., Director

/s/ HERBERT L. PERLIN
-----------------------------------------                  July 29, 1999
Herbert L. Perlin, Director

/s/ RICHARD J. TAVSS
-----------------------------------------                  July 29, 1999
Richard J. Tavss, Director

/s/ KENNETH J. YOUNG
-----------------------------------------                  July 29, 1999
Kenneth J. Young, Director

/s/ MORTON M. ZEDD
-----------------------------------------                  July 29, 1999
Morton M. Zedd, Director
EXHIBIT INDEX

The following exhibits are filed herewith unless otherwise indicated:

                                                                      Sequential
                                                                         Page
 Number                             Description                         Number
--------------------------------------------------------------------------------

  **4.1   1999 Stock Incentive Plan                                         E-1

  **4.2   1990 Stock Option Plan, as amended                                E-17

   *4.3   Non-Employee Director Stock Compensation Plan.  Filed on March    E-40
          30, 1996 as exhibit 10.13 to the Registrant's Form 10-K, and
          incorporated herein by reference

  **4.4   Amendment to the Non-Employee Director Stock Compensation Plan    E-41

  **5.1   Opinion of Kaufman & Canoles, P.C.                                E-42

 **23.1   Consent of Poti, Walton & Associates, P.C.                        E-43

 **23.2   Consent of Kaufman & Canoles, P.C. (contained in Exhibit 5)

 **24     Power of Attorney (included on the signature page of this
          Registration Statement)

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

*  Not filed  herewith.  In Accordance with Rule 12b-32 of the General Rules and
   Regulations  under  the  Securities  Exchange  Act of  1934,  the exhibit is
   incorporated by reference.
** Filed herewith.