<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1994

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                            ------------------------

                              PACIFIC ENTERPRISES
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                 <C>
            CALIFORNIA                          94-0743670
 (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)
</TABLE>

                             633 WEST FIFTH STREET
                         LOS ANGELES, CALIFORNIA 90071
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

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

                              PACIFIC ENTERPRISES
                           EMPLOYEE STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                                LLOYD A. LEVITIN
                      EXECUTIVE VICE PRESIDENT, TREASURER
                          AND CHIEF FINANCIAL OFFICER
                              PACIFIC ENTERPRISES
                             633 WEST FIFTH STREET
                         LOS ANGELES, CALIFORNIA 90071
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (213) 895-5000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

    THE COMMISSION IS REQUESTED TO FURNISH COPIES OF ALL COMMUNICATIONS TO:

                               GARY W. KYLE, ESQ.
                            CHIEF FINANCIAL COUNSEL
                              PACIFIC ENTERPRISES
                             633 WEST FIFTH STREET
                         LOS ANGELES, CALIFORNIA 90071
                              (COUNSEL FOR ISSUER)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    PROPOSED         PROPOSED
           TITLE OF                                  MAXIMUM          MAXIMUM
          SECURITIES                AMOUNT          OFFERING         AGGREGATE        AMOUNT OF
            TO BE                    TO BE            PRICE          OFFERING       REGISTRATION
          REGISTERED              REGISTERED        PER SHARE          PRICE             FEE
<S>                             <C>              <C>              <C>              <C>
Common Stock*.................   8,000,000(1)      $20.375(2)     $163,000,000(2)    $50,938(2)
<FN>
*    Including associated Common Stock Purchase Rights.
(1)  Pursuant  to Rule 416,  this Registration Statement  covers, in addition to
     the number of shares  stated above, an  additional indeterminate number  of
     shares  which may  become issuable  under the  Pacific Enterprises Employee
     Stock Option Plan to  prevent dilution resulting  from stock splits,  stock
     dividends or similar transactions.
(2)  Estimated pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee and based on the average of the high and low prices of the
     Common Stock reported on the New York Stock Exchange on June 7, 1994.
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
                  ITEMS REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents which  have been filed  by Pacific Enterprises (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

        (a) Pacific Enterprises Annual  Report on Form 10-K  for the year  ended
    December 31, 1993;

        (b)  Pacific Enterprises Quarterly  Report on Form  10-Q for the quarter
    ended March 31, 1994;

        (c) Pacific  Enterprises Current  Report on  Form 8-K  dated January  3,
    1994.

        (d)  The  description of  the Common  Stock of  the Registrant  which is
    contained in a registration statement filed by the Registrant under  Section
    12  of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
    including any amendment  or report filed  for the purpose  of updating  such
    description.

    All  documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d)  of  the Securities  Exchange  Act of  1934  after the  date  of  this
Registration  Statement and  prior to the  filing of  a post-effective amendment
which indicates  that all  securities offered  hereby have  been sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by  reference into  this  Registration Statement  and made  a  part
hereof  from the date of filing of  such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall  be
deemed  to be modified or superseded for purposes of this Registration Statement
to the extent  that a statement  contained herein or  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or supersedes such statements. Any statement so modified or superseded
shall not be deemed, except as so  modified or superseded, to constitute a  part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  317 of the California General Corporation Law authorizes a court to
award indemnity to  "corporate agents," including  directors and officers  under
certain  circumstances,  and  authorizes  the Board  of  Directors  to  have the
Registrant provide the costs of defense,  settlement or payment of any  judgment
against  a corporate agent under  certain circumstances. The Registrant's Bylaws
authorize indemnification  of  directors  and officers  to  the  fullest  extent
permitted  by California law  and agreements between the  Registrant and each of
its officers and directors provide for such indemnification.

    The Registrant's Restated Articles of Incorporation authorize the Registrant
to purchase and  maintain insurance  on behalf of  its corporate  agents to  the
fullest  extent permissible  under California  law. The  Registrant has procured
insurance policies that insure its directors  and officers against the costs  of
defense, settlement or payment of a judgment under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable

                                      II-1
<PAGE>
ITEM 8.  EXHIBITS.

    The following exhibits are filed as part of this Registration Statement:

<TABLE>
<C>        <S>
     4.01  Pacific Enterprises Employee Stock Option Plan.
     5.01  Opinion of Gary W. Kyle, Esq., counsel for Pacific Enterprises.
    23.01  Consent of Gary W. Kyle, Esq. (contained in his opinion filed as Exhibit
            5.01).
    23.02  Consent of Deloitte & Touche.
    24.01  Power of Attorney executed by certain directors and officers of Pacific
            Enterprises. (Included on page II-3).
</TABLE>

ITEM 9.  UNDERTAKINGS.

    The 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 of 1933;

        (ii)  To reflect in the prospectus any facts or events arising after the
    effective  date  of  this  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  this
    Registration Statement; and

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

provided,  however, that the  undertakings set forth in  paragraphs (i) and (ii)
above  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 this Registration Statement;

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

    (4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  Section 15(d) of the Exchange Act  that is incorporated by reference in this
Registration Statement  shall  be deemed  to  be a  new  registration  statement
relating  to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities  Act
of  1933 may be permitted to directors,  officers and controlling persons of the
Registrant  pursuant  to  the  provisions  referred  to  in  Item  15  of   this
Registration  Statement, 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 of  1933  and is,
therefore, unenforceable. In the event that a claim for indemnification  against
such  liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person  of the Registrant in  the
successful  defense  of any  action,  suit or  proceeding)  is asserted  by such
director, officer or controlling person in connection with the securities  being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been settled  by controlling  precedent, submit  to a  court of appropriate
jurisdiction the question whether such  indemnification by it is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-2
<PAGE>
                                   SIGNATURES

    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for  filing on  Form  S-8 and  has  duly caused  this Registration
Statement to  be  signed  on  its behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Los Angeles, State of California, on June 7, 1994.

                                          PACIFIC ENTERPRISES

                                          By       /s/ WILLIS B. WOOD, JR.

                                            ------------------------------------
                                                    Willis B. Wood, Jr.
                                                   Chairman of the Board
                                                and Chief Executive Officer

                               POWER OF ATTORNEY

    Each  person whose signature appears below hereby authorizes Willis B. Wood,
Jr. and Lloyd A.  Levitin, and each of  them severally, as attorney-in-fact,  to
sign on his behalf, individually and in each capacity stated below, and file all
amendments to this Registration Statement.

    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
- ------------------------------------------------------  ----------------------------------------  ---------------
<C>                                                     <S>                                       <C>

               /S/ WILLIS B. WOOD, JR.                  Chairman of the Board, Chief Executive
     -------------------------------------------        Officer and Director (Principal            June 7, 1994
                 Willis B. Wood, Jr.                    Executive Officer)

                                                        Executive Vice President, Chief
                 /S/ LLOYD A. LEVITIN                   Financial Officer and Treasurer
     -------------------------------------------        (Principal Financial and Accounting        June 7, 1994
                   Lloyd A. Levitin                     Officer)

                  /S/ HYLA H. BERTEA
     -------------------------------------------        Director                                   June 7, 1994
                    Hyla H. Bertea

                /S/ HERBERT L. CARTER
     -------------------------------------------        Director                                   June 7, 1994
                  Herbert L. Carter

                /S/ RICHARD D. FARMAN
     -------------------------------------------        Director                                   June 7, 1994
                  Richard D. Farman

             /S/ WILFORD D. GODBOLD, JR.
     -------------------------------------------        Director                                   June 7, 1994
               Wilford D. Godbold, Jr.
</TABLE>

                                      II-3
<PAGE>
<TABLE>
<CAPTION>
                      SIGNATURE                                          TITLE                         DATE
- ------------------------------------------------------  ----------------------------------------  ---------------
<C>                                                     <S>                                       <C>

              /S/ IGNACIO E. LOZANO, JR.
     -------------------------------------------        Director                                   June 7, 1994
                Ignacio E. Lozano, Jr.

              /S/ HAROLD M. MESSMER, JR.
     -------------------------------------------        Director                                   June 7, 1994
                Harold M. Messmer, Jr.

     -------------------------------------------        Director                                   June  , 1994
                    Paul A. Miller

                 /S/ JOSEPH R. RENSCH
     -------------------------------------------        Director                                   June 7, 1994
                   Joseph R. Rensch

                 /S/ DIANA L. WALKER
     -------------------------------------------        Director                                   June 7, 1994
                   Diana L. Walker
</TABLE>

                                      II-4
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16042}]
{"company-data": {"conformed-name": "PACIFIC ENTERPRISES INC", "cik": "0000075527", "assigned-sic": "4924", "irs-number": "940743670", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54055", "film-number": "94533700"}, "business-address": {"street1": "633 W FIFTH ST", "city": "LOS ANGELES", "state": "CA", "zip": "90071", "phone": "2138955000"}, "mail-address": {"street2": "P O BOX 60043", "city": "LOS ANGELES", "state": "CA", "zip": "9060-0043"}, "former-company": {"former-conformed-name": "PACIFIC LIGHTING CORP", "date-changed": "19880224"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1994

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                            ------------------------

                              PACIFIC ENTERPRISES
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA                          94-0743670
 (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)           IDENTIFICATION NO.)
633 WEST FIFTH STREET
                         LOS ANGELES, CALIFORNIA 90071
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

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

                              PACIFIC ENTERPRISES
                           EMPLOYEE STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                                LLOYD A. LEVITIN
                      EXECUTIVE VICE PRESIDENT, TREASURER
                          AND CHIEF FINANCIAL OFFICER
                              PACIFIC ENTERPRISES
                             633 WEST FIFTH STREET
                         LOS ANGELES, CALIFORNIA 90071
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (213) 895-5000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

    THE COMMISSION IS REQUESTED TO FURNISH COPIES OF ALL COMMUNICATIONS TO:

                               GARY W. KYLE, ESQ.
                            CHIEF FINANCIAL COUNSEL
                              PACIFIC ENTERPRISES
                             633 WEST FIFTH STREET
                         LOS ANGELES, CALIFORNIA 90071
                              (COUNSEL FOR ISSUER)

                        CALCULATION OF REGISTRATION FEE
PROPOSED         PROPOSED
           TITLE OF                                  MAXIMUM          MAXIMUM
          SECURITIES                AMOUNT          OFFERING         AGGREGATE        AMOUNT OF
            TO BE                    TO BE            PRICE          OFFERING       REGISTRATION
          REGISTERED              REGISTERED        PER SHARE          PRICE             FEE
Common Stock*.................   8,000,000(1)      $20.375(2)     $163,000,000(2)    $50,938(2)
*    Including associated Common Stock Purchase Rights.
(1)  Pursuant  to Rule 416,  this Registration Statement  covers, in addition to
     the number of shares  stated above, an  additional indeterminate number  of
     shares  which may  become issuable  under the  Pacific Enterprises Employee
     Stock Option Plan to  prevent dilution resulting  from stock splits,  stock
     dividends or similar transactions.
(2)  Estimated pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee and based on the average of the high and low prices of the
     Common Stock reported on the New York Stock Exchange on June 7, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
                  ITEMS REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents which  have been filed  by Pacific Enterprises (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:

        (a) Pacific Enterprises Annual  Report on Form 10-K  for the year  ended
    December 31, 1993;

        (b)  Pacific Enterprises Quarterly  Report on Form  10-Q for the quarter
    ended March 31, 1994;

        (c) Pacific  Enterprises Current  Report on  Form 8-K  dated January  3,
    1994.

        (d)  The  description of  the Common  Stock of  the Registrant  which is
    contained in a registration statement filed by the Registrant under  Section
    12  of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
    including any amendment  or report filed  for the purpose  of updating  such
    description.

    All  documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d)  of  the Securities  Exchange  Act of  1934  after the  date  of  this
Registration  Statement and  prior to the  filing of  a post-effective amendment
which indicates  that all  securities offered  hereby have  been sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by  reference into  this  Registration Statement  and made  a  part
hereof  from the date of filing of  such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall  be
deemed  to be modified or superseded for purposes of this Registration Statement
to the extent  that a statement  contained herein or  in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or supersedes such statements. Any statement so modified or superseded
shall not be deemed, except as so  modified or superseded, to constitute a  part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section  317 of the California General Corporation Law authorizes a court to
award indemnity to  "corporate agents," including  directors and officers  under
certain  circumstances,  and  authorizes  the Board  of  Directors  to  have the
Registrant provide the costs of defense,  settlement or payment of any  judgment
against  a corporate agent under  certain circumstances. The Registrant's Bylaws
authorize indemnification  of  directors  and officers  to  the  fullest  extent
permitted  by California law  and agreements between the  Registrant and each of
its officers and directors provide for such indemnification.

    The Registrant's Restated Articles of Incorporation authorize the Registrant
to purchase and  maintain insurance  on behalf of  its corporate  agents to  the
fullest  extent permissible  under California  law. The  Registrant has procured
insurance policies that insure its directors  and officers against the costs  of
defense, settlement or payment of a judgment under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable

                                      II-1
ITEM 8.  EXHIBITS.

    The following exhibits are filed as part of this Registration Statement:
4.01  Pacific Enterprises Employee Stock Option Plan.
     5.01  Opinion of Gary W. Kyle, Esq., counsel for Pacific Enterprises.
    23.01  Consent of Gary W. Kyle, Esq. (contained in his opinion filed as Exhibit
            5.01).
    23.02  Consent of Deloitte & Touche.
    24.01  Power of Attorney executed by certain directors and officers of Pacific
            Enterprises. (Included on page II-3).
ITEM 9.  UNDERTAKINGS.

    The 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 of 1933;

        (ii)  To reflect in the prospectus any facts or events arising after the
    effective  date  of  this  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  this
    Registration Statement; and

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

provided,  however, that the  undertakings set forth in  paragraphs (i) and (ii)
above  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 this Registration Statement;

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

    (4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  Section 15(d) of the Exchange Act  that is incorporated by reference in this
Registration Statement  shall  be deemed  to  be a  new  registration  statement
relating  to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Securities  Act
of  1933 may be permitted to directors,  officers and controlling persons of the
Registrant  pursuant  to  the  provisions  referred  to  in  Item  15  of   this
Registration  Statement, 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 of  1933  and is,
therefore, unenforceable. In the event that a claim for indemnification  against
such  liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or controlling person  of the Registrant in  the
successful  defense  of any  action,  suit or  proceeding)  is asserted  by such
director, officer or controlling person in connection with the securities  being
registered, the Registrant will, unless in the opinion of its counsel the matter
has  been settled  by controlling  precedent, submit  to a  court of appropriate
jurisdiction the question whether such  indemnification by it is against  public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-2
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 City of Los Angeles, State of California, on June 7, 1994.

                                          PACIFIC ENTERPRISES

                                          By       /s/ WILLIS B. WOOD, JR.

                                            ------------------------------------
                                                    Willis B. Wood, Jr.
                                                   Chairman of the Board
                                                and Chief Executive Officer

                               POWER OF ATTORNEY

    Each  person whose signature appears below hereby authorizes Willis B. Wood,
Jr. and Lloyd A.  Levitin, and each of  them severally, as attorney-in-fact,  to
sign on his behalf, individually and in each capacity stated below, and file all
amendments to this Registration Statement.

    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/ WILLIS B. WOOD, JR.                  Chairman of the Board, Chief Executive
     -------------------------------------------        Officer and Director (Principal            June 7, 1994
                 Willis B. Wood, Jr.                    Executive Officer)

                                                        Executive Vice President, Chief
                 /S/ LLOYD A. LEVITIN                   Financial Officer and Treasurer
     -------------------------------------------        (Principal Financial and Accounting        June 7, 1994
                   Lloyd A. Levitin                     Officer)

                  /S/ HYLA H. BERTEA
     -------------------------------------------        Director                                   June 7, 1994
                    Hyla H. Bertea

                /S/ HERBERT L. CARTER
     -------------------------------------------        Director                                   June 7, 1994
                  Herbert L. Carter

                /S/ RICHARD D. FARMAN
     -------------------------------------------        Director                                   June 7, 1994
                  Richard D. Farman

             /S/ WILFORD D. GODBOLD, JR.
     -------------------------------------------        Director                                   June 7, 1994
               Wilford D. Godbold, Jr.
II-3
SIGNATURE                                          TITLE                         DATE
- ------------------------------------------------------  ----------------------------------------  ---------------
/S/ IGNACIO E. LOZANO, JR.
     -------------------------------------------        Director                                   June 7, 1994
                Ignacio E. Lozano, Jr.

              /S/ HAROLD M. MESSMER, JR.
     -------------------------------------------        Director                                   June 7, 1994
                Harold M. Messmer, Jr.

     -------------------------------------------        Director                                   June  , 1994
                    Paul A. Miller

                 /S/ JOSEPH R. RENSCH
     -------------------------------------------        Director                                   June 7, 1994
                   Joseph R. Rensch

                 /S/ DIANA L. WALKER
     -------------------------------------------        Director                                   June 7, 1994
                   Diana L. Walker
II-4