<PAGE>

As filed with the Securities and Exchange Commission on January 14, 2000

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                               ________________

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

                               ________________

                             LIFEMINDERS.COM, INC.
            (Exact Name of Registrant as Specified in its Charter)

     Delaware                                                52-1990403
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization)                                  No.)


                             1110 Herndon Parkway
                            Herndon, Virginia 20170
                                (703) 707-8261
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                               ________________

                            1998 Stock Option Plan

                               ________________

                            Stephen R. Chapin, Jr.
                     President and Chief Executive Officer
                             LifeMinders.com, Inc.
                             1110 Herndon Parkway
                            Herndon, Virginia 20170
                                (703) 707-8261
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

                               ________________

                                  Copies to:

                          John L. Sullivan, III, Esq.
                       Venable, Baetjer and Howard, LLP
                             2010 Corporate Ridge
<PAGE>

                                   Suite 400
                            McLean, Virginia 22102
                                (703) 760-1600

<TABLE>
<CAPTION>
                                                                  Proposed
                                                                  Maximum            Proposed Maximum
 Title of Each Class of Securities         Amount to be        Offering Price        Aggregate Offering
         to be Registered                  Registered (1)         Per Share                Price              Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                     <C>                     <C>
 Common Stock, $0.01 par value
 (currently outstanding options)           2,583,177 Shares    $   6.26 (2)             $    16,170,688            $  4,270
------------------------------------------------------------------------------------------------------------------------------------
 Common Stock $0.01 par value
 (options available for future             1,424,393 Shares    $  37.07 (3)             $    52,802,248            $ 13,940
 grant)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


     (1)  Pursuant to Rule 416, this Registration Statement shall also cover any
          additional shares of Common Stock which become issuable under the Plan
          being registered pursuant to this Registration Statement by reason of
          any stock dividend, stock split, recapitalization or any other similar
          transaction effected without the receipt of consideration which
          results in an increase in the number of the Registrant's outstanding
          shares of Common Stock.

     (2)  The fee computation is based upon the weighted average exercise price
          per share of $6.26 as to 2,583,177 outstanding but unexercised
          options to purchase Common Stock under the 1998 Stock Option Plan.

     (3)  Estimated in accordance with Rule 457(h) under the Securities Act of
          1933, as amended (the "Securities Act") solely for the purpose of
          calculating the registration fee. The computation is based upon the
          average high and low price per share of the Company's Common Stock as
          reported on the Nasdaq National Market on January 13, 2000.

                                    PART I

          Documents containing the information specified in Part I of Form S-8
     have been and/or will be sent or given to participants as specified by Rule
     428(b)(1) of the Securities Act. In accordance with the instructions to
     Part I of Form S-8, such documents will not be filed with the Securities
     and Exchange Commission either as part of this Registration Statement or as
     prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act. These documents and the documents incorporated by reference
     pursuant to Item 3 of Part II of this Registration Statement, taken
     together, constitute the prospectus as required by Section 10(a) of the
     Securities Act.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Information Incorporated by Reference.
               -------------------------------------

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

     (a)       The Registrant's Prospectus, dated November 19, 1999, filed
               pursuant to Rule 424(b) under the Securities Act on November 19,
               1999 and the audited financial statements for the Registrant's
               fiscal year ended December 31, 1998 contained therein.

     (b)       The description of the Common Stock of the Registrant that is
               contained in the Registration Statement of Form 8-A filed
               pursuant to Section 12 of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") on November 16, 1999.

     (c)       All documents filed by the Registrant pursuant to Sections 13(a),
               13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
               of this Registration Statement and prior to the filing of a post-
               effective amendment which indicates that all securities offered
               have been sold or which deregisters all securities then remaining
               unsold, shall be deemed to be incorporated by reference in the
               Registration Statement 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.
               -----------------------------------------

     LifeMinders.com, Inc. is organized under the laws of the State of Delaware.
Our Restated Certificate of Incorporation provides that we shall indemnify our
current and former directors and officers, and may indemnify our current and
former employees and agents, against any and all liabilities and expenses
incurred in connection with their services in those capacities to the maximum
extent permitted by Delaware Law.

     The Delaware General Corporation Law (the "DGCL") provides that a Delaware
corporation has the power generally to indemnify its directors, officers,
employees and other agents (each, a "Corporate Agent") against expenses and
liabilities (including amounts paid in
<PAGE>

settlement) in connection with any proceeding involving a person by reason of
his being a Corporate Agent, other than a proceeding by or in the right of the
corporation, if that person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, the person had no reasonable cause to
believe his conduct was unlawful.

     In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if that person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation; however, no indemnification is permitted in
respect of any claim, issue or matter as to which a person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to such indemnification.

     To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in the defense of a proceeding,
whether or not by or in the right of the corporation, or in the defense of any
claim, issue or matter therein, the corporation is required to indemnify that
person for expenses in connection therewith. Under the DGCL, the corporation may
advance expenses incurred by a Corporate Agent in connection with a proceeding,
provided that the Corporate Agent undertakes to repay such amount if it shall
ultimately be determined that such person is not entitled to indemnification.
Our Restated Certificate of Incorporation requires us to advance expenses to any
person entitled to indemnification, provided that such a person undertakes to
repay the advancement if it is determined in a final judicial decision from
which there is no appeal that such person is not entitled to indemnification.

     The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

     Our Restated Certificate of Incorporation permits us to secure insurance on
behalf of our directors, officers, employees and agents for any expense,
liability or loss incurred in such capacities, regardless of whether the
Restated Certificate of Incorporation or Delaware law would permit
indemnification against such expense, liability or loss.

     The purpose of these provisions is to assist us in retaining qualified
individuals to serve as our directors, officers, employees and agents by
limiting their exposure to personal liability for serving as such.

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

     Not applicable.

Item 8.        Exhibits.
               --------
<PAGE>

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.  (See
Exhibit Index below).

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, 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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 an initial bona
fide offering thereof.

     (c)       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
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 Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>

                                  SIGNATURES

     In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, in Herndon, Virginia, on January
13, 2000.

                                  LIFEMINDERS.COM, INC.

                                  By:   /s/ STEPHEN R. CHAPIN, JR.
                                        --------------------------
                                        Stephen R. Chapin, Jr.
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen R. Chapin, Jr. and Joseph
S. Grabias and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, as amended, 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their, or his substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, 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/ STEPHEN R CHAPIN, JR        Chairman of the Board,           January 13, 2000
------------------------------
Stephen R. Chapin, Jr.          President and Chief Executive
                                Officer (Principal Executive
                                Officer)

/s/ JOSEPH S. GRABIAS           Vice President and Chief         January 13, 2000
------------------------------
Joseph S. Grabias               Financial Officer (Principal
                                Financial and Accounting
                                Officer)
</TABLE>
<PAGE>

<TABLE>
<S>                             <C>                              <C>
/s/ E. ROGERS NOVAK, Jr.        Director                         January 13, 2000
------------------------------
E. Rogers Novak, Jr.

/s/ B. GENE RIECHERS            Director
------------------------------                                   January 13, 2000
B. Gene Riechers

/s/ DOUGLAS A. LINGDGREN        Director
------------------------------                                   January 13, 2000
Douglas A. Lingdgren

/s/ PHILIP D. BLACK             Director
------------------------------
Philip D. Black

/s/ JONATHAN B. BULKELEY                                         January 13, 2000
------------------------------
Jonathan B. Bulkeley            Director
</TABLE>
<PAGE>

                               INDEX TO EXHIBITS


     Exhibit Number                                  Exhibit Document
--------------------------------------------------------------------------------
          4.1*           Restated Certificate of Incorporation of Registrant

          4.2*           Bylaws of Registrant

          4.3*           1998 Stock Option Plan

          5.1            Opinion of Venable Baetjer and Howard, LLP, as to the
                         legality of securities being registered

         23.1            Consent of PricewaterhouseCoopers, LLP

         23.2            Consent of Venable, Baetjer and Howard, LLP (contained
                         in Exhibit 5.1 hereto)

         24.1            Power of Attorney (contained in the signature page)
-------------------------

*    Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-87785), effective November 18, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18706}]
{"company-data": {"conformed-name": "LIFEMINDERS COM INC", "cik": "0001079270", "assigned-sic": "7389", "irs-number": "521990403", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94701", "film-number": "507621"}, "business-address": {"street1": "1110 HERNDON PKWY", "city": "HERNDON", "state": "VA", "zip": "20170", "phone": "7037078261"}, "mail-address": {"street1": "1110 HERNDON PKWY", "city": "HERNDON", "state": "VA", "zip": "20170"}}
As filed with the Securities and Exchange Commission on January 14, 2000

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                               ________________

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

                               ________________

                             LIFEMINDERS.COM, INC.
            (Exact Name of Registrant as Specified in its Charter)

     Delaware                                                52-1990403
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization)                                  No.)

                             1110 Herndon Parkway
                            Herndon, Virginia 20170
                                (703) 707-8261
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                               ________________

                            1998 Stock Option Plan

                               ________________

                            Stephen R. Chapin, Jr.
                     President and Chief Executive Officer
                             LifeMinders.com, Inc.
                             1110 Herndon Parkway
                            Herndon, Virginia 20170
                                (703) 707-8261
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

                               ________________

                                  Copies to:

                          John L. Sullivan, III, Esq.
                       Venable, Baetjer and Howard, LLP
                             2010 Corporate Ridge
Suite 400
                            McLean, Virginia 22102
                                (703) 760-1600
Proposed
                                                                  Maximum            Proposed Maximum
 Title of Each Class of Securities         Amount to be        Offering Price        Aggregate Offering
         to be Registered                  Registered (1)         Per Share                Price              Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
 (currently outstanding options)           2,583,177 Shares    $   6.26 (2)             $    16,170,688            $  4,270
------------------------------------------------------------------------------------------------------------------------------------
 Common Stock $0.01 par value
 (options available for future             1,424,393 Shares    $  37.07 (3)             $    52,802,248            $ 13,940
 grant)
------------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this Registration Statement shall also cover any
          additional shares of Common Stock which become issuable under the Plan
          being registered pursuant to this Registration Statement by reason of
          any stock dividend, stock split, recapitalization or any other similar
          transaction effected without the receipt of consideration which
          results in an increase in the number of the Registrant's outstanding
          shares of Common Stock.

     (2)  The fee computation is based upon the weighted average exercise price
          per share of $6.26 as to 2,583,177 outstanding but unexercised
          options to purchase Common Stock under the 1998 Stock Option Plan.

     (3)  Estimated in accordance with Rule 457(h) under the Securities Act of
          1933, as amended (the "Securities Act") solely for the purpose of
          calculating the registration fee. The computation is based upon the
          average high and low price per share of the Company's Common Stock as
          reported on the Nasdaq National Market on January 13, 2000.

                                    PART I

          Documents containing the information specified in Part I of Form S-8
     have been and/or will be sent or given to participants as specified by Rule
     428(b)(1) of the Securities Act. In accordance with the instructions to
     Part I of Form S-8, such documents will not be filed with the Securities
     and Exchange Commission either as part of this Registration Statement or as
     prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act. These documents and the documents incorporated by reference
     pursuant to Item 3 of Part II of this Registration Statement, taken
     together, constitute the prospectus as required by Section 10(a) of the
     Securities Act.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Information Incorporated by Reference.
               -------------------------------------

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

     (a)       The Registrant's Prospectus, dated November 19, 1999, filed
               pursuant to Rule 424(b) under the Securities Act on November 19,
               1999 and the audited financial statements for the Registrant's
               fiscal year ended December 31, 1998 contained therein.

     (b)       The description of the Common Stock of the Registrant that is
               contained in the Registration Statement of Form 8-A filed
               pursuant to Section 12 of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") on November 16, 1999.

     (c)       All documents filed by the Registrant pursuant to Sections 13(a),
               13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
               of this Registration Statement and prior to the filing of a post-
               effective amendment which indicates that all securities offered
               have been sold or which deregisters all securities then remaining
               unsold, shall be deemed to be incorporated by reference in the
               Registration Statement 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.
               -----------------------------------------

     LifeMinders.com, Inc. is organized under the laws of the State of Delaware.
Our Restated Certificate of Incorporation provides that we shall indemnify our
current and former directors and officers, and may indemnify our current and
former employees and agents, against any and all liabilities and expenses
incurred in connection with their services in those capacities to the maximum
extent permitted by Delaware Law.

     The Delaware General Corporation Law (the "DGCL") provides that a Delaware
corporation has the power generally to indemnify its directors, officers,
employees and other agents (each, a "Corporate Agent") against expenses and
liabilities (including amounts paid in
settlement) in connection with any proceeding involving a person by reason of
his being a Corporate Agent, other than a proceeding by or in the right of the
corporation, if that person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, the person had no reasonable cause to
believe his conduct was unlawful.

     In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if that person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation; however, no indemnification is permitted in
respect of any claim, issue or matter as to which a person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
court in which such proceeding was brought shall determine upon application that
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to such indemnification.

     To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in the defense of a proceeding,
whether or not by or in the right of the corporation, or in the defense of any
claim, issue or matter therein, the corporation is required to indemnify that
person for expenses in connection therewith. Under the DGCL, the corporation may
advance expenses incurred by a Corporate Agent in connection with a proceeding,
provided that the Corporate Agent undertakes to repay such amount if it shall
ultimately be determined that such person is not entitled to indemnification.
Our Restated Certificate of Incorporation requires us to advance expenses to any
person entitled to indemnification, provided that such a person undertakes to
repay the advancement if it is determined in a final judicial decision from
which there is no appeal that such person is not entitled to indemnification.

     The power to indemnify and advance the expenses under the DGCL does not
exclude other rights to which a Corporate Agent may be entitled to under the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

     Our Restated Certificate of Incorporation permits us to secure insurance on
behalf of our directors, officers, employees and agents for any expense,
liability or loss incurred in such capacities, regardless of whether the
Restated Certificate of Incorporation or Delaware law would permit
indemnification against such expense, liability or loss.

     The purpose of these provisions is to assist us in retaining qualified
individuals to serve as our directors, officers, employees and agents by
limiting their exposure to personal liability for serving as such.

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

     Not applicable.

Item 8.        Exhibits.
               --------
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.  (See
Exhibit Index below).

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, 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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 an initial bona
fide offering thereof.

     (c)       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
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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, in Herndon, Virginia, on January
13, 2000.

                                  LIFEMINDERS.COM, INC.

                                  By:   /s/ STEPHEN R. CHAPIN, JR.
                                        --------------------------
                                        Stephen R. Chapin, Jr.
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stephen R. Chapin, Jr. and Joseph
S. Grabias and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, or any
related registration statement that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, as amended, 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 connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their, or his substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                    Title                            Date
------------------------------------------------------------------------------------------------
/s/ STEPHEN R CHAPIN, JR        Chairman of the Board,           January 13, 2000
------------------------------
Stephen R. Chapin, Jr.          President and Chief Executive
                                Officer (Principal Executive
                                Officer)

/s/ JOSEPH S. GRABIAS           Vice President and Chief         January 13, 2000
------------------------------
Joseph S. Grabias               Financial Officer (Principal
                                Financial and Accounting
                                Officer)
/s/ E. ROGERS NOVAK, Jr.        Director                         January 13, 2000
------------------------------
E. Rogers Novak, Jr.

/s/ B. GENE RIECHERS            Director
------------------------------                                   January 13, 2000
B. Gene Riechers

/s/ DOUGLAS A. LINGDGREN        Director
------------------------------                                   January 13, 2000
Douglas A. Lingdgren

/s/ PHILIP D. BLACK             Director
------------------------------
Philip D. Black

/s/ JONATHAN B. BULKELEY                                         January 13, 2000
------------------------------
Jonathan B. Bulkeley            Director
INDEX TO EXHIBITS

     Exhibit Number                                  Exhibit Document
--------------------------------------------------------------------------------
          4.1*           Restated Certificate of Incorporation of Registrant

          4.2*           Bylaws of Registrant

          4.3*           1998 Stock Option Plan

          5.1            Opinion of Venable Baetjer and Howard, LLP, as to the
                         legality of securities being registered

         23.1            Consent of PricewaterhouseCoopers, LLP

         23.2            Consent of Venable, Baetjer and Howard, LLP (contained
                         in Exhibit 5.1 hereto)

         24.1            Power of Attorney (contained in the signature page)
-------------------------

*    Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-87785), effective November 18, 1999.