As filed with the Securities and Exchange Commission on April 30, 1997

                                                          File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             Trigon Healthcare, Inc.
             (Exact name of registrant as specified in its charter)

           VIRGINIA                                      54-1773225
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                2015 Staples Mill Road, RICHMOND, VIRGINIA 23230
                                 (804) 354-7000
           (Address of principal executive office, including zip code)

                             TRIGON HEALTHCARE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                         J. Christopher Wiltshire, Esq.
                             Trigon Healthcare, Inc.
                                Legal Department
                             2015 Staples Mill Road
                            Richmond, Virginia 23230
                                 (804) 354-7284

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service of process and registrant's principal executive offices)

Copies  of all  communications,  including  communications  sent  to  agent  for
service, should be sent to:

                              R. Gordon Smith, Esq.
                     McGuire, Woods, Battle & Boothe, L.L.P.
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 775-1000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                            Proposed            Proposed
                                                            Maximum              Maximum
                                             Amount         Offering            Aggregate                Amount of
  Title of Each Class of Securities           to be         Price Per           Offering               Registration
         to be Registered (1)              Registered       Share               Price (1)                   Fee
         --------------------              ----------       ---------           ---------              ------------
<S> <C>
Class A Common stock, par value $0.01   1,000,000 shs.       $17.81            $17,810,000                $5,397
per share ........
</TABLE>

----------
(1) Computed 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.  Based on the  average  of the high and low  prices of Trigon
Healthcare, Inc. Common Stock on the New York Stock Exchange on April 25, 1997.



<PAGE>



                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

         Not required to be filed.

Item 2.           Registrant Information and Employee Plan Annual
                  Information

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following documents filed by Trigon Healthcare,  Inc. (Trigon) with
the Securities and Exchange  Commission (the Commission) are incorporated herein
by reference  and made a part hereof:  (a) the Trigon Annual Report on Form 10-K
for the year ended December 31, 1996; and (b) the  description of Trigon's Class
A Common Stock, par value $.01, contained in Trigon's Registration  Statement on
Form 8-A filed with the Commission on December 24, 1996 (File No. 001-12617).

         In addition,  all documents  filed by Trigon pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
Exchange  Act),  after the date of the  Prospectus  and prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining  unsold,  shall
be deemed to be incorporated by reference into this  registration  statement and
to be a part hereof from the date of filing such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Article 10 of the Virginia Stock  Corporation  Act allows,  in general,
for indemnification,  in certain  circumstances,  by a corporation of any person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she

                                        2

<PAGE>



is,  or was,  a  director,  officer,  employee  or  agent  of such  corporation.
Indemnification  is  also  authorized  with  respect  to a  criminal  action  or
proceeding  where the person had no reasonable cause to believe that his conduct
was  unlawful.  Article  9  of  the  Virginia  Stock  Corporation  Act  provides
limitations  on damages  payable by officers and  directors,  except in cases of
willful  misconduct or knowing violation of criminal law or any federal or state
securities law.

         Section 12.3 of the Company's  Articles of  Incorporation  provides for
mandatory indemnification of any director or officer of the Company who is, was,
or is threatened  to be made a party to a proceeding  (including a proceeding by
or in the right of the  Company)  because he is or was a director  or officer of
the Company or because he is or was serving the Company or other legal entity in
any  capacity at the  request of the Company  while a director or officer of the
Company,  against all liabilities  and expenses as are incurred  because of such
director's or officer's willful  misconduct or knowing violation of the criminal
law.

         The Company  maintains a standard  policy of officers'  and  directors'
liability insurance.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits

         4(i)              --       Articles of Incorporation of the Registrant
                                    (Exhibit 3.1, Registration Statement (No.
                                    333-09773) on Form S-1 of Trigon,
                                    incorporated by reference).

         4(ii)             --       Bylaws of the Registrant (Exhibit 3.2, Form
                                    10-K, as filed with the Securities and
                                    Exchange Commission on March 31, 1997,
                                    incorporated by reference).

         5                 --       Opinion of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (filed herewith).

         23(i)             --       Consent of KPMG Peat Marwick, LLP (filed
                                    herewith).

         23(ii)            --       Consent of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (included in Exhibit 5).

         24                --       Power of Attorney (included herein on the
                                    signature pages).


                                        3

<PAGE>



         99                --       Trigon Healthcare, Inc. Employee Stock
                                    Purchase   Plan  (Exhibit  A,  Trigon  Proxy
                                    Statement for Annual  Meeting held April 16,
                                    1997, incorporated by reference).

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:

                           (i) To include  any  prospectus  required  by section
                           10(a)(3) of the Securities Act;

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

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

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

         (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 15(d) of the Exchange
Act of (and, where applicable,

                                        4

<PAGE>



each filing of an employee  benefit  plan's  annual  report  pursuant to Section
13(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 the initial bona fide offering thereof.

         (h)  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
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  that  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.


                                        5

<PAGE>




                               POWERS OF ATTORNEY

Each person whose  signature  appears below hereby  authorizes  either agent for
service named in the registration statement as attorney-in-fact,  to sign on his
behalf individually and in each capacity stated below and to file all amendments
and post-effective  amendments to the registration statement,  and Trigon hereby
confers  like  authority  to sign and file on its  behalf,  with  respect to the
proposed registration, offer and sale or issuance of Common Stock of Trigon, par
value $.01 per share, in connection with the Trigon  Healthcare,  Inc.  Employee
Stock Purchase Plan.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Henrico,  Commonwealth of Virginia, on the 16th day
of April, 1997.

                                       TRIGON HEALTHCARE, INC.

                                       By \s\ Thomas G. Snead, Jr.
                                       ----------------------------------------
                                       (Thomas G. Snead, Jr., Treasurer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
                    Signature                     Title                                 Date
                    ---------                     -----                                 ----
<S> <C>
 \s\ Norwood H. Davis, Jr.                        Chairman of the Board                 April 16, 1997
-------------------------------                   Chief Executive
     Norwood H. Davis, Jr.                        Officer
                               

 \s\ Hunter B. Andrews                            Director                              April 16, 1997
------------------------------
     Hunter B. Andrews

                                                  Director
------------------------------
     Lenox D. Baker, Jr., M.D.

 \s\ James K. Candler                             Director                              April 16, 1997
-------------------------------
     James K. Candler

 \s\ John Cole, Jr., M.D.                         Director                              April 16, 1997
-------------------------------
     John Cole, Jr., M.D.



                                        6

<PAGE>





 \s\ Robert M. Freeman                            Director                              April 16, 1997
--------------------------------
     Robert M. Freeman

                                                  Director
--------------------------------
     William R. Harvey

 \s\ Elizabeth G. Helm                            Director                              April 16, 1997
--------------------------------
     Elizabeth G. Helm

 \s\ Gary A. Jobson                               Director                              April 16, 1997
--------------------------------
     Gary A. Jobson

 \s\ Frank C. Martin, Jr.                         Director                              April 16, 1997
--------------------------------
     Frank C. Martin, Jr.

 \s\ Donald B. Nolan, M.D.                        Director                              April 16, 1997
--------------------------------
     Donald B. Nolan, M.D.

 \s\ William N. Powell                            Director                              April 16, 1997
-------------------------------
     William N. Powell

 \s\ J. Carson Quarles                            Director                              April 16, 1997
-------------------------------
     J. Carson Quarles

 \s\ R. Gordon Smith                              Director                              April 16, 1997
-------------------------------
     R. Gordon Smith

 \s\ Hubert R. Stallard                           Director                              April 16, 1997
--------------------------------
     Hubert R. Stallard

 \s\ Jackie M. Ward                               Director                              April 16, 1997
-------------------------------
     Jackie M. Ward

\s\ Stirling L. Williamson, Jr.                   Director                              April 16, 1997
-------------------------------
     Stirling L. Williamson, Jr.

 \s\ Thomas G. Snead, Jr.                         Treasurer (Principal                  April 16, 1997
-------------------------------                   Financial and
     Thomas G. Snead, Jr.                         Accounting Officer)
                               



                                        7

<PAGE>



                                  EXHIBIT INDEX



Exhibit No.                             Exhibit

    5                      Opinion of McGuire, Woods, Battle & Boothe, L.L.P.

   23(i)                   Consent of KPMG Peat Marwick LLP.

   23(ii)                  Consent of McGuire, Woods, Battle & Boothe, L.L.P.
                           (contained in Exhibit 5).

                                        8


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PLAN S-8", "secsgml_size_bytes": 17670}]
{"company-data": {"conformed-name": "TRIGON HEALTHCARE INC", "cik": "0001017747", "assigned-sic": "6324", "irs-number": "541773225", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26187", "film-number": "97591641"}, "business-address": {"street1": "2015 STAPLES MILL RD", "city": "RICHMOND", "state": "VA", "zip": "23230", "phone": "8043547000"}, "mail-address": {"street1": "2221 EDWARD HOLLAND DR", "street2": "SUITE 42B", "city": "RICHMOND", "state": "VA", "zip": "23230"}}
As filed with the Securities and Exchange Commission on April 30, 1997

                                                          File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                             Trigon Healthcare, Inc.
             (Exact name of registrant as specified in its charter)

           VIRGINIA                                      54-1773225
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                2015 Staples Mill Road, RICHMOND, VIRGINIA 23230
                                 (804) 354-7000
           (Address of principal executive office, including zip code)

                             TRIGON HEALTHCARE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                         J. Christopher Wiltshire, Esq.
                             Trigon Healthcare, Inc.
                                Legal Department
                             2015 Staples Mill Road
                            Richmond, Virginia 23230
                                 (804) 354-7284

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service of process and registrant's principal executive offices)

Copies  of all  communications,  including  communications  sent  to  agent  for
service, should be sent to:

                              R. Gordon Smith, Esq.
                     McGuire, Woods, Battle & Boothe, L.L.P.
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 775-1000

                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                                            Maximum              Maximum
                                             Amount         Offering            Aggregate                Amount of
  Title of Each Class of Securities           to be         Price Per           Offering               Registration
         to be Registered (1)              Registered       Share               Price (1)                   Fee
         --------------------              ----------       ---------           ---------              ------------
Class A Common stock, par value $0.01   1,000,000 shs.       $17.81            $17,810,000                $5,397
per share ........
----------
(1) Computed 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.  Based on the  average  of the high and low  prices of Trigon
Healthcare, Inc. Common Stock on the New York Stock Exchange on April 25, 1997.
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information

         Not required to be filed.

Item 2.           Registrant Information and Employee Plan Annual
                  Information

         Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         The following documents filed by Trigon Healthcare,  Inc. (Trigon) with
the Securities and Exchange  Commission (the Commission) are incorporated herein
by reference  and made a part hereof:  (a) the Trigon Annual Report on Form 10-K
for the year ended December 31, 1996; and (b) the  description of Trigon's Class
A Common Stock, par value $.01, contained in Trigon's Registration  Statement on
Form 8-A filed with the Commission on December 24, 1996 (File No. 001-12617).

         In addition,  all documents  filed by Trigon pursuant to Section 13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
Exchange  Act),  after the date of the  Prospectus  and prior to the filing of a
post-effective  amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining  unsold,  shall
be deemed to be incorporated by reference into this  registration  statement and
to be a part hereof from the date of filing such documents.

Item 4.           Description of Securities.

         Not applicable.

Item 5.           Interest of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

         Article 10 of the Virginia Stock  Corporation  Act allows,  in general,
for indemnification,  in certain  circumstances,  by a corporation of any person
threatened  with or made a party to any action,  suit or proceeding by reason of
the fact that he or she

                                        2
is,  or was,  a  director,  officer,  employee  or  agent  of such  corporation.
Indemnification  is  also  authorized  with  respect  to a  criminal  action  or
proceeding  where the person had no reasonable cause to believe that his conduct
was  unlawful.  Article  9  of  the  Virginia  Stock  Corporation  Act  provides
limitations  on damages  payable by officers and  directors,  except in cases of
willful  misconduct or knowing violation of criminal law or any federal or state
securities law.

         Section 12.3 of the Company's  Articles of  Incorporation  provides for
mandatory indemnification of any director or officer of the Company who is, was,
or is threatened  to be made a party to a proceeding  (including a proceeding by
or in the right of the  Company)  because he is or was a director  or officer of
the Company or because he is or was serving the Company or other legal entity in
any  capacity at the  request of the Company  while a director or officer of the
Company,  against all liabilities  and expenses as are incurred  because of such
director's or officer's willful  misconduct or knowing violation of the criminal
law.

         The Company  maintains a standard  policy of officers'  and  directors'
liability insurance.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits

         4(i)              --       Articles of Incorporation of the Registrant
                                    (Exhibit 3.1, Registration Statement (No.
                                    333-09773) on Form S-1 of Trigon,
                                    incorporated by reference).

         4(ii)             --       Bylaws of the Registrant (Exhibit 3.2, Form
                                    10-K, as filed with the Securities and
                                    Exchange Commission on March 31, 1997,
                                    incorporated by reference).

         5                 --       Opinion of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (filed herewith).

         23(i)             --       Consent of KPMG Peat Marwick, LLP (filed
                                    herewith).

         23(ii)            --       Consent of McGuire, Woods, Battle & Boothe,
                                    L.L.P. (included in Exhibit 5).

         24                --       Power of Attorney (included herein on the
                                    signature pages).

                                        3
99                --       Trigon Healthcare, Inc. Employee Stock
                                    Purchase   Plan  (Exhibit  A,  Trigon  Proxy
                                    Statement for Annual  Meeting held April 16,
                                    1997, incorporated by reference).

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:

                           (i) To include  any  prospectus  required  by section
                           10(a)(3) of the Securities Act;

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

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

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

         (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 15(d) of the Exchange
Act of (and, where applicable,

                                        4
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
13(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 the initial bona fide offering thereof.

         (h)  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
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  that  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.

                                        5
POWERS OF ATTORNEY

Each person whose  signature  appears below hereby  authorizes  either agent for
service named in the registration statement as attorney-in-fact,  to sign on his
behalf individually and in each capacity stated below and to file all amendments
and post-effective  amendments to the registration statement,  and Trigon hereby
confers  like  authority  to sign and file on its  behalf,  with  respect to the
proposed registration, offer and sale or issuance of Common Stock of Trigon, par
value $.01 per share, in connection with the Trigon  Healthcare,  Inc.  Employee
Stock Purchase Plan.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Henrico,  Commonwealth of Virginia, on the 16th day
of April, 1997.

                                       TRIGON HEALTHCARE, INC.

                                       By \s\ Thomas G. Snead, Jr.
                                       ----------------------------------------
                                       (Thomas G. Snead, Jr., Treasurer)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                     Title                                 Date
                    ---------                     -----                                 ----
\s\ Norwood H. Davis, Jr.                        Chairman of the Board                 April 16, 1997
-------------------------------                   Chief Executive
     Norwood H. Davis, Jr.                        Officer
                               

 \s\ Hunter B. Andrews                            Director                              April 16, 1997
------------------------------
     Hunter B. Andrews

                                                  Director
------------------------------
     Lenox D. Baker, Jr., M.D.

 \s\ James K. Candler                             Director                              April 16, 1997
-------------------------------
     James K. Candler

 \s\ John Cole, Jr., M.D.                         Director                              April 16, 1997
-------------------------------
     John Cole, Jr., M.D.

                                        6
\s\ Robert M. Freeman                            Director                              April 16, 1997
--------------------------------
     Robert M. Freeman

                                                  Director
--------------------------------
     William R. Harvey

 \s\ Elizabeth G. Helm                            Director                              April 16, 1997
--------------------------------
     Elizabeth G. Helm

 \s\ Gary A. Jobson                               Director                              April 16, 1997
--------------------------------
     Gary A. Jobson

 \s\ Frank C. Martin, Jr.                         Director                              April 16, 1997
--------------------------------
     Frank C. Martin, Jr.

 \s\ Donald B. Nolan, M.D.                        Director                              April 16, 1997
--------------------------------
     Donald B. Nolan, M.D.

 \s\ William N. Powell                            Director                              April 16, 1997
-------------------------------
     William N. Powell

 \s\ J. Carson Quarles                            Director                              April 16, 1997
-------------------------------
     J. Carson Quarles

 \s\ R. Gordon Smith                              Director                              April 16, 1997
-------------------------------
     R. Gordon Smith

 \s\ Hubert R. Stallard                           Director                              April 16, 1997
--------------------------------
     Hubert R. Stallard

 \s\ Jackie M. Ward                               Director                              April 16, 1997
-------------------------------
     Jackie M. Ward

\s\ Stirling L. Williamson, Jr.                   Director                              April 16, 1997
-------------------------------
     Stirling L. Williamson, Jr.

 \s\ Thomas G. Snead, Jr.                         Treasurer (Principal                  April 16, 1997
-------------------------------                   Financial and
     Thomas G. Snead, Jr.                         Accounting Officer)
                               

                                        7
EXHIBIT INDEX

Exhibit No.                             Exhibit

    5                      Opinion of McGuire, Woods, Battle & Boothe, L.L.P.

   23(i)                   Consent of KPMG Peat Marwick LLP.

   23(ii)                  Consent of McGuire, Woods, Battle & Boothe, L.L.P.
                           (contained in Exhibit 5).

                                        8