<PAGE>

      As filed with the Securities and Exchange Commission on May 2, 2000

                                        Registration Statement No. 333-_______



                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

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

                            LOWE'S COMPANIES, INC.
            (Exact name of Registrant as specified in its Charter)

          North Carolina                               56-0578072
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                 P.O. Box 1111
                  North Wilkesboro, North Carolina 28656-0001
          (Address of principal executive office, including zip code)

                            LOWE'S COMPANIES, INC.
                        EMPLOYEE STOCK PURCHASE PLAN -
                          STOCK OPTIONS FOR EVERYONE
                           (Full title of the Plan)
                             ____________________

                               Robert L. Tillman
                     President and Chief Executive Officer
                            Lowe's Companies, Inc.
                                P. O. Box 1111
                  North Wilkesboro, North Carolina 28656-0001
                                 336-658-4000
                (Name, address and telephone number including,
                       area code, of agent for service)


                                With copies to:
<TABLE>
<CAPTION>
<S>                                            <C>
       Lathan M. Ewers, Jr.                           Stephen A. Hellrung
        Hunton & Williams              Senior Vice President, General Counsel and Secretary
  Riverfront Plaza, East Tower                       Lowe's Companies, Inc.
      951 East Byrd Street                          1605 Curtis Bridge Road
 Richmond, Virginia  23219-4074             North Wilkesboro, North Carolina 28697
          804-788-8200                                    336-658-5445
</TABLE>
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
                                                          Proposed maximum     Proposed maximum
       Title of securities             Amount to be        offering price          aggregate          Amount of
         to be registered               registered            per share         offering price     registration fee
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                  <C>                  <C>                  <C>
Common Stock, $.50 par value           5,000,000 shares(1)    $50.75(2)      $253,750,000(2)           $66,990

Preferred Share Purchase Rights(3)     5,000,000 rights          N/A                 N/A/                 N/A
===================================================================================================================
</TABLE>

  (1)  This Registration Statement covers the maximum number of shares of common
stock of the Registrant which may be issued in connection with the transactions
described herein.

  (2) Estimated solely for the purpose of computing the registration fee.  This
amount was calculated pursuant to Rule 457(h)(1) on the basis of $50.75 per
share, which was the average of the high and low sales prices of the Common
Stock as reported on the New York Stock Exchange on May 1, 2000.

  (3) The Rights to purchase Participating Cumulative Preferred Stock, Series A,
will be attached to and will trade with shares of the Common Stock of the
Company.
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

  Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

  Not required to be filed with the Commission.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

  The following documents filed by Lowe's Companies, Inc. (the "Company") with
the Commission (file No. 1-7083) are incorporated herein by reference and made a
part hereof:  (i) the Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 2000; and (ii) the description of the Company's Common Stock
(the "Common Stock") and preferred stock purchase rights contained in the
Company's registration statements on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.

  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of 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
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  Not applicable.

Item 6.  Indemnification of Directors and Officers.

  Article IV of the Company's Bylaws provides that the Company will indemnify
any person as an officer or director of the Company or as an officer, director,
trustee or partner of another corporation, trust, partnership or employee
benefit plan at the request of the Company, against any liability incurred in
connection with any proceeding arising out of such service.  To the extent that
such person is successful on the merits or otherwise in defense of any such
proceeding, the Company will indemnify him against expenses actually and
reasonably incurred in such defense.  No indemnification is available if, at the
time of the activities which are the subject of the proceeding, such person knew
or believed that such activities were clearly in conflict with the best
interests of the Company.  Further, Section 55-8-51 of the North Carolina
Business Corporation Act provides that a
<PAGE>

corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which such 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 is adjudged liable on the basis that personal benefit was
improperly received by him.

  The Company maintains an insurance policy for the benefit of directors and
officers insuring them against claims that are made against them by reason of
any wrongful act (as defined) committed in their capacity as directors or
officers.

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

Exhibit No.
-----------

4.1    Amended and Restated Rights Agreement dated December 2, 1999, between the
       Company and Equiserve Trust Company, N.A., as Rights Agent (Incorporated
       herein by reference to Exhibit 2 of Amendment No. 2 to the Company's
       Registration Statement on Form 8-A dated February 14, 2000, as amended by
       Exhibit 1 of Amendment No. 3 to the Company's Registration Statement on
       Form 8-A dated March 2, 2000).

4.2    Lowe's Companies, Inc. Employee Stock Purchase Plan - Stock Options for
       Everyone.

5      Opinion of Hunton & Williams as to the legality of the securities being
       registered.

23.1   Consent of Hunton & Williams (included in the opinion filed as Exhibit
       5 to the Registration Statement).

23.2   Consent of Deloitte & Touche LLP.

24     Power of Attorney for Officers and Directors (included on page II-5 of
       the Registration Statement).


Item 9.  Undertakings

       (a) The undersigned registrant hereby undertakes:

           1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement;

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933, as amended (the "Securities
                    Act");

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement.  Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    and of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in volume
                    and price
<PAGE>

                     represent no more than 20 percent change in the maximum
                     aggregate offering price set forth in the "Calculation of
                     Registration Fee" table in the effective 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 in 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 the
offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 (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 the 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 provisions described under Item 6 above, 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 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>

                               POWER OF ATTORNEY

  Each person whose signature appears below hereby authorizes Stephen A.
Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's
Companies, Inc., and Lathan M. Ewers, Jr., Hunton & Williams, to sign in the
name of each such person, and to file, any amendment, including any post-
effective amendment, to the registration statement and appoints such persons, 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
Lowe's Companies, Inc. hereby confers like authority to sign and file on its
behalf.


                                  SIGNATURES

  Pursuant to 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 duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the North
Wilkesboro, North Carolina, on this 2nd day of May, 2000.


                                          LOWE'S COMPANIES, INC.
                                          (Registrant)


                                          By /s/ Robert L. Tillman
                                             ---------------------
                                          Robert L. Tillman, Chairman of the
                                          Board of Directors, President,
                                          Chief Executive Officer and Director



  Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 2nd day of May, 2000.


<TABLE>
<CAPTION>
         Signature                                       Title
         ---------                                       -----
<S>                                                      <C>
By /s/ Robert L. Tillman                                 Chairman of the Board of Directors, President,
  ----------------------------------                     Chief Executive Officer and Director (Principal Executive
  Robert L. Tillman                                      Officer)


By /s/ Thomas E. Whiddon                                 Executive Vice President and Chief Financial Officer
  ----------------------------------                     (Principal Financial Officer)
  Thomas E. Whiddon

By /s/ Kenneth W. Black, Jr.                             Senior Vice President and Chief Accounting Officer,
  ----------------------------------                     (Principal Accounting Officer)
  Kenneth W. Black, Jr.

By  /s/ Leonard L. Berry, Ph. D.                         Director
  ----------------------------------
  Leonard L. Berry, Ph. D.
</TABLE>
<PAGE>

<TABLE>
<S>                                                      <C>
By   /s/ Peter C. Browning                               Director
  ----------------------------------
  Peter C. Browning

By                                                       Director
  ----------------------------------
  Carol A. Farmer

By /s/ Paul Fulton                                       Director
  ----------------------------------
  Paul Fulton

By                                                       Director
  ----------------------------------
  James F. Halpin

By   /s/ Kenneth D. Lewis                                Director
  ----------------------------------
  Kenneth D. Lewis

By   /s/ Richard K. Lochridge                            Director
  ----------------------------------
  Richard K. Lochridge

By   /s/ Claudine B. Malone                              Director
  ----------------------------------
  Claudine B. Malone

By   /s/ Thomas D. O'Malley                              Director
  ----------------------------------
  Thomas D. O'Malley

By  /s/ Robert G. Schwartz                               Director
  ----------------------------------
  Robert G. Schwartz

By                                                       Director
  ----------------------------------
  Robert L. Strickland

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 17757}]
{"company-data": {"conformed-name": "LOWES COMPANIES INC", "cik": "0000060667", "assigned-sic": "5211", "irs-number": "560578072", "state-of-incorporation": "NC", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36096", "film-number": "617045"}, "business-address": {"street1": "HIGHWAY 268 EAST", "city": "NORTH WILKESBORO", "state": "NC", "zip": "28659", "phone": "3366584000"}, "mail-address": {"street1": "PO BOX 1111", "city": "NORTH WILKESBORO", "state": "NC", "zip": "28659"}}
As filed with the Securities and Exchange Commission on May 2, 2000

                                        Registration Statement No. 333-_______

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                             ____________________

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

                            LOWE'S COMPANIES, INC.
            (Exact name of Registrant as specified in its Charter)

          North Carolina                               56-0578072
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                                 P.O. Box 1111
                  North Wilkesboro, North Carolina 28656-0001
          (Address of principal executive office, including zip code)

                            LOWE'S COMPANIES, INC.
                        EMPLOYEE STOCK PURCHASE PLAN -
                          STOCK OPTIONS FOR EVERYONE
                           (Full title of the Plan)
                             ____________________

                               Robert L. Tillman
                     President and Chief Executive Officer
                            Lowe's Companies, Inc.
                                P. O. Box 1111
                  North Wilkesboro, North Carolina 28656-0001
                                 336-658-4000
                (Name, address and telephone number including,
                       area code, of agent for service)

                                With copies to:
Lathan M. Ewers, Jr.                           Stephen A. Hellrung
        Hunton & Williams              Senior Vice President, General Counsel and Secretary
  Riverfront Plaza, East Tower                       Lowe's Companies, Inc.
      951 East Byrd Street                          1605 Curtis Bridge Road
 Richmond, Virginia  23219-4074             North Wilkesboro, North Carolina 28697
          804-788-8200                                    336-658-5445
CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                          Proposed maximum     Proposed maximum
       Title of securities             Amount to be        offering price          aggregate          Amount of
         to be registered               registered            per share         offering price     registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 par value           5,000,000 shares(1)    $50.75(2)      $253,750,000(2)           $66,990

Preferred Share Purchase Rights(3)     5,000,000 rights          N/A                 N/A/                 N/A
===================================================================================================================
(1)  This Registration Statement covers the maximum number of shares of common
stock of the Registrant which may be issued in connection with the transactions
described herein.

  (2) Estimated solely for the purpose of computing the registration fee.  This
amount was calculated pursuant to Rule 457(h)(1) on the basis of $50.75 per
share, which was the average of the high and low sales prices of the Common
Stock as reported on the New York Stock Exchange on May 1, 2000.

  (3) The Rights to purchase Participating Cumulative Preferred Stock, Series A,
will be attached to and will trade with shares of the Common Stock of the
Company.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

  Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

  Not required to be filed with the Commission.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

  The following documents filed by Lowe's Companies, Inc. (the "Company") with
the Commission (file No. 1-7083) are incorporated herein by reference and made a
part hereof:  (i) the Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 2000; and (ii) the description of the Company's Common Stock
(the "Common Stock") and preferred stock purchase rights contained in the
Company's registration statements on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.

  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of 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
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  Not applicable.

Item 6.  Indemnification of Directors and Officers.

  Article IV of the Company's Bylaws provides that the Company will indemnify
any person as an officer or director of the Company or as an officer, director,
trustee or partner of another corporation, trust, partnership or employee
benefit plan at the request of the Company, against any liability incurred in
connection with any proceeding arising out of such service.  To the extent that
such person is successful on the merits or otherwise in defense of any such
proceeding, the Company will indemnify him against expenses actually and
reasonably incurred in such defense.  No indemnification is available if, at the
time of the activities which are the subject of the proceeding, such person knew
or believed that such activities were clearly in conflict with the best
interests of the Company.  Further, Section 55-8-51 of the North Carolina
Business Corporation Act provides that a
corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which such 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 is adjudged liable on the basis that personal benefit was
improperly received by him.

  The Company maintains an insurance policy for the benefit of directors and
officers insuring them against claims that are made against them by reason of
any wrongful act (as defined) committed in their capacity as directors or
officers.

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

Exhibit No.
-----------

4.1    Amended and Restated Rights Agreement dated December 2, 1999, between the
       Company and Equiserve Trust Company, N.A., as Rights Agent (Incorporated
       herein by reference to Exhibit 2 of Amendment No. 2 to the Company's
       Registration Statement on Form 8-A dated February 14, 2000, as amended by
       Exhibit 1 of Amendment No. 3 to the Company's Registration Statement on
       Form 8-A dated March 2, 2000).

4.2    Lowe's Companies, Inc. Employee Stock Purchase Plan - Stock Options for
       Everyone.

5      Opinion of Hunton & Williams as to the legality of the securities being
       registered.

23.1   Consent of Hunton & Williams (included in the opinion filed as Exhibit
       5 to the Registration Statement).

23.2   Consent of Deloitte & Touche LLP.

24     Power of Attorney for Officers and Directors (included on page II-5 of
       the Registration Statement).

Item 9.  Undertakings

       (a) The undersigned registrant hereby undertakes:

           1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement;

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933, as amended (the "Securities
                    Act");

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

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 (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 the 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 provisions described under Item 6 above, 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 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.
POWER OF ATTORNEY

  Each person whose signature appears below hereby authorizes Stephen A.
Hellrung, Senior Vice President, General Counsel and Secretary, Lowe's
Companies, Inc., and Lathan M. Ewers, Jr., Hunton & Williams, to sign in the
name of each such person, and to file, any amendment, including any post-
effective amendment, to the registration statement and appoints such persons, 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
Lowe's Companies, Inc. hereby confers like authority to sign and file on its
behalf.

                                  SIGNATURES

  Pursuant to 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 duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the North
Wilkesboro, North Carolina, on this 2nd day of May, 2000.

                                          LOWE'S COMPANIES, INC.
                                          (Registrant)

                                          By /s/ Robert L. Tillman
                                             ---------------------
                                          Robert L. Tillman, Chairman of the
                                          Board of Directors, President,
                                          Chief Executive Officer and Director

  Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this 2nd day of May, 2000.
Signature                                       Title
         ---------                                       -----
By /s/ Robert L. Tillman                                 Chairman of the Board of Directors, President,
  ----------------------------------                     Chief Executive Officer and Director (Principal Executive
  Robert L. Tillman                                      Officer)

By /s/ Thomas E. Whiddon                                 Executive Vice President and Chief Financial Officer
  ----------------------------------                     (Principal Financial Officer)
  Thomas E. Whiddon

By /s/ Kenneth W. Black, Jr.                             Senior Vice President and Chief Accounting Officer,
  ----------------------------------                     (Principal Accounting Officer)
  Kenneth W. Black, Jr.

By  /s/ Leonard L. Berry, Ph. D.                         Director
  ----------------------------------
  Leonard L. Berry, Ph. D.
By   /s/ Peter C. Browning                               Director
  ----------------------------------
  Peter C. Browning

By                                                       Director
  ----------------------------------
  Carol A. Farmer

By /s/ Paul Fulton                                       Director
  ----------------------------------
  Paul Fulton

By                                                       Director
  ----------------------------------
  James F. Halpin

By   /s/ Kenneth D. Lewis                                Director
  ----------------------------------
  Kenneth D. Lewis

By   /s/ Richard K. Lochridge                            Director
  ----------------------------------
  Richard K. Lochridge

By   /s/ Claudine B. Malone                              Director
  ----------------------------------
  Claudine B. Malone

By   /s/ Thomas D. O'Malley                              Director
  ----------------------------------
  Thomas D. O'Malley

By  /s/ Robert G. Schwartz                               Director
  ----------------------------------
  Robert G. Schwartz

By                                                       Director
  ----------------------------------
  Robert L. Strickland