<PAGE>

   As filed with the Securities and Exchange Commission on November 8, 2000

                                 File No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                   BOE FINANCIAL SERVICES OF VIRGINIA, INC.
            (Exact name of registrant as specified in its charter)

                   VIRGINIA                           54-1980794
          (State or other jurisdiction            (I.R.S. Employer
          of incorporation or                     Identification No.)
          organization)

         323 Prince Street, P.O. Box 965, Tappahannock, VA 22560-0965
          (Address of principal executive office, including zip code)

         BOE Financial Services of Virginia, Inc. Stock Incentive Plan
BOE Financial Services of Virginia, Inc. Stock Option Plan for Outside Directors
                           (Full Title of the Plans)

                                Bruce E. Thomas
                   BOE Financial Services of Virginia, Inc.
                        323 Prince Street, P.O. Box 965
                          Tappahannock, VA 22560-0965
                    (Name and address of agent for service)
                                (804) 443-4343
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                        Proposed       Proposed
                                        Maximum        Maximum
Title of Each Class   Amount            Offering       Aggregate      Amount of
of Securities         to be             Price Per      Offering       Registration
to be Registered      Registered(1)     Share(2)       Price          Fee
<S>                   <C>               <C>            <C>            <C>
Common Stock,         110,000           $13.0625       $1,436,875     $379.34
$5.00 par value
</TABLE>
<PAGE>

     (1)  Based on the estimated maximum number of shares issuable under the
options granted under the Plans as of the effective date of the Plans.

     (2)  Estimated solely for the purposes of calculating the registration fee
as contemplated by Rule 457 of the Securities Act of 1933, as amended, and based
on the average of the bid and asked prices of BOE Financial Services of
Virginia, Inc. common stock as of November 1, 2000, as reported on The Nasdaq
SmallCap Market.


                                    PART I

             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.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by BOE Financial Services of Virginia, Inc.
("BOE") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof: (a) BOE's Form 10-Q for
the quarter ended June 30, 2000; (b) BOE's Form S-4 Registration Statement filed
March 24, 2000, which contains the description of BOE's common stock, including
any amendments and reports filed for the purpose of updating such description;
(c) BOE's Form 8-A Registration Statement filed October 5, 2000.

     In addition, all documents filed by BOE pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), 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.  Interests 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 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 or her 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 the criminal law.

     BOE's Articles of Incorporation provide for mandatory indemnification of
any director or officer of BOE who is or was a party to any proceeding by reason
of the fact that he or she is or was a director or officer of BOE or is or was
serving BOE or any other legal entity in any capacity at the request of BOE
while a director or officer of BOE against all liabilities and expenses incurred
in the proceeding, except such liabilities and expenses as are incurred because
of such director's or officer's willful misconduct or knowing violation of the
criminal law.

                                      II-1
<PAGE>

     BOE's Articles of Incorporation also provide that in every instance
permitted under Virginia corporate law in effect from time to time, the
liability of a director or officer of BOE to BOE or its stockholders is limited
or eliminated.

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     5      Opinion of McGuireWoods LLP (filed herewith).

     23(a)  Consent of McGuireWoods LLP (included in Exhibit 5).

     23(b)  Consent of Yount, Hyde & Barbour, P.C. (filed herewith).

     24     Powers of Attorney (included herein).

     99(a)  BOE Financial Services of Virginia, Inc. Stock Incentive Plan
            (Appendix 3 to Exhibit A of the Proxy Statement included in Form S-4
            Registration Statement filed March 24, 2000, incorporated by
            reference).

     99(b)  First Amendment to the BOE Financial Services of Virginia, Inc.
            Stock Incentive Plan (filed herewith).

     99(c)  BOE Financial Services of Virginia, Inc. Stock Option Plan for
            Outside Directors (Appendix 4 to Exhibit A of the Proxy Statement
            included in Form S-4 Registration Statement filed March 24, 2000,
            incorporated by reference)

     99(d)  First Amendment to the BOE Financial Services of Virginia, Inc.
            Stock Option Plan for Outside Directors (filed herewith).

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 of 1933;

                  (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;

                                      II-2
<PAGE>

                  (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 with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

            (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 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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 13(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                              POWERS OF ATTORNEY

     Each person whose signature appears below hereby authorizes George M.
Longest, Jr., Bruce E. Thomas and Alexander F. Dillard, Jr., jointly and
severally, as attorney-in-fact, to sign on his behalf individually and in each
capacity stated below and file all amendments and post effective amendments to
the registration statement, and BOE hereby confers like authority to sign and
file on its behalf.


                                  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, hereunto duly
authorized, in the Town of Tappahannock, Commonwealth of Virginia, on the 8th
day of November, 2000.

BOE FINANCIAL SERVICES OF VIRGINIA, INC.


By:  /s/ George M. Longest, Jr.
     --------------------------
     GEORGE M. LONGEST, JR.
Title: President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 8th day of November, 2000.

                                      II-4
<PAGE>

     Signature                             Title
     ----------                            -----


/s/ George M. Longest, Jr.     President, Chief Executive Officer, Director
--------------------------     Principal Executive Officer
GEORGE M. LONGEST, JR.


/s/ Bruce E. Thomas            Vice President, Treasurer, Secretary
-------------------            Principal Financial Officer and Accounting
BRUCE E. THOMAS                Officer


/s/ R. Harding Ball            Director
-------------------
R. HARDING BALL


/s/ R. Tyler Bland III         Director
-----------------------
R. TYLER BLAND III


/s/ L. McCauley Chenault       Director
------------------------
L. MCCAULEY CHENAULT


/s/ Alexander F. Dillard, Jr.  Director
-----------------------------
ALEXANDER F. DILLARD, JR.


/s/ George B. Elliott          Director
---------------------
GEORGE B. ELLIOTT


/s/ Frances H. Ellis           Director
--------------------
FRANCES H. ELLIS


/s/ Robert F. Hutchinson       Director
------------------------
ROBERT F. HUTCHINSON


/s/ Philip T. Minor            Director
-------------------
PHILIP T. MINOR


/s/ William Guy Townsend       Director
------------------------
WILLIAM GUY TOWNSEND

                                      II-5
<PAGE>

                                 EXHIBIT INDEX

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

5        Opinion of McGuireWoods LLP (filed herewith).

23(a)    Consent of McGuireWoods LLP (included in Exhibit 5).

23(b)    Consent of Yount, Hyde & Barbour, P.C. (filed herewith).

24       Powers of Attorney (included herein).

99(a)    BOE Financial Services of Virginia, Inc. Stock Incentive Plan
         (Appendix 3 to Exhibit A of the Proxy Statement included in Form S-4
         Registration Statement filed March 24, 2000, incorporated by
         reference).

99(b)    First Amendment to the BOE Financial Services of Virginia, Inc.
         Stock Incentive Plan (filed herewith).

99(c)    BOE Financial Services of Virginia, Inc. Stock Option Plan for Outside
         Directors (Appendix 4 to Exhibit A of the Proxy Statement included in
         Form S-4 Registration Statement filed March 24, 2000, incorporated by
         reference).

99(d)    First Amendment to the BOE Financial Services of Virginia, Inc.
         Stock Option Plan for Outside Directors (filed herewith).

                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 14655}]
{"company-data": {"conformed-name": "BOE FINANCIAL SERVICES OF VIRGINIA INC", "cik": "0001109848", "assigned-sic": "6770", "irs-number": "541980794", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49538", "film-number": "755979"}, "business-address": {"street1": "P O BOX 965", "street2": "323 PRINCE STREET", "city": "TAPPAHANNOCK", "state": "VA", "zip": "22560", "phone": "8044434343"}, "mail-address": {"street1": "P O BOX 965", "street2": "323 PRICE STREET", "city": "TAPPAHANNOCK", "state": "VA", "zip": "22560"}}
As filed with the Securities and Exchange Commission on November 8, 2000

                                 File No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                   BOE FINANCIAL SERVICES OF VIRGINIA, INC.
            (Exact name of registrant as specified in its charter)

                   VIRGINIA                           54-1980794
          (State or other jurisdiction            (I.R.S. Employer
          of incorporation or                     Identification No.)
          organization)

         323 Prince Street, P.O. Box 965, Tappahannock, VA 22560-0965
          (Address of principal executive office, including zip code)

         BOE Financial Services of Virginia, Inc. Stock Incentive Plan
BOE Financial Services of Virginia, Inc. Stock Option Plan for Outside Directors
                           (Full Title of the Plans)

                                Bruce E. Thomas
                   BOE Financial Services of Virginia, Inc.
                        323 Prince Street, P.O. Box 965
                          Tappahannock, VA 22560-0965
                    (Name and address of agent for service)
                                (804) 443-4343
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                                        Maximum        Maximum
Title of Each Class   Amount            Offering       Aggregate      Amount of
of Securities         to be             Price Per      Offering       Registration
to be Registered      Registered(1)     Share(2)       Price          Fee
Common Stock,         110,000           $13.0625       $1,436,875     $379.34
$5.00 par value
(1)  Based on the estimated maximum number of shares issuable under the
options granted under the Plans as of the effective date of the Plans.

     (2)  Estimated solely for the purposes of calculating the registration fee
as contemplated by Rule 457 of the Securities Act of 1933, as amended, and based
on the average of the bid and asked prices of BOE Financial Services of
Virginia, Inc. common stock as of November 1, 2000, as reported on The Nasdaq
SmallCap Market.

                                    PART I

             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 BOE Financial Services of Virginia, Inc.
("BOE") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof: (a) BOE's Form 10-Q for
the quarter ended June 30, 2000; (b) BOE's Form S-4 Registration Statement filed
March 24, 2000, which contains the description of BOE's common stock, including
any amendments and reports filed for the purpose of updating such description;
(c) BOE's Form 8-A Registration Statement filed October 5, 2000.

     In addition, all documents filed by BOE pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), 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.  Interests 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 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 or her 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 the criminal law.

     BOE's Articles of Incorporation provide for mandatory indemnification of
any director or officer of BOE who is or was a party to any proceeding by reason
of the fact that he or she is or was a director or officer of BOE or is or was
serving BOE or any other legal entity in any capacity at the request of BOE
while a director or officer of BOE against all liabilities and expenses incurred
in the proceeding, except such liabilities and expenses as are incurred because
of such director's or officer's willful misconduct or knowing violation of the
criminal law.

                                      II-1
BOE's Articles of Incorporation also provide that in every instance
permitted under Virginia corporate law in effect from time to time, the
liability of a director or officer of BOE to BOE or its stockholders is limited
or eliminated.

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     5      Opinion of McGuireWoods LLP (filed herewith).

     23(a)  Consent of McGuireWoods LLP (included in Exhibit 5).

     23(b)  Consent of Yount, Hyde & Barbour, P.C. (filed herewith).

     24     Powers of Attorney (included herein).

     99(a)  BOE Financial Services of Virginia, Inc. Stock Incentive Plan
            (Appendix 3 to Exhibit A of the Proxy Statement included in Form S-4
            Registration Statement filed March 24, 2000, incorporated by
            reference).

     99(b)  First Amendment to the BOE Financial Services of Virginia, Inc.
            Stock Incentive Plan (filed herewith).

     99(c)  BOE Financial Services of Virginia, Inc. Stock Option Plan for
            Outside Directors (Appendix 4 to Exhibit A of the Proxy Statement
            included in Form S-4 Registration Statement filed March 24, 2000,
            incorporated by reference)

     99(d)  First Amendment to the BOE Financial Services of Virginia, Inc.
            Stock Option Plan for Outside Directors (filed herewith).

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 of 1933;

                  (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;

                                      II-2
(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 with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

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

            (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 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 Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 13(d) of the Securities Exchange Act of
1934) 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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
POWERS OF ATTORNEY

     Each person whose signature appears below hereby authorizes George M.
Longest, Jr., Bruce E. Thomas and Alexander F. Dillard, Jr., jointly and
severally, as attorney-in-fact, to sign on his behalf individually and in each
capacity stated below and file all amendments and post effective amendments to
the registration statement, and BOE hereby confers like authority to sign and
file on its behalf.

                                  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, hereunto duly
authorized, in the Town of Tappahannock, Commonwealth of Virginia, on the 8th
day of November, 2000.

BOE FINANCIAL SERVICES OF VIRGINIA, INC.

By:  /s/ George M. Longest, Jr.
     --------------------------
     GEORGE M. LONGEST, JR.
Title: President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 8th day of November, 2000.

                                      II-4
Signature                             Title
     ----------                            -----

/s/ George M. Longest, Jr.     President, Chief Executive Officer, Director
--------------------------     Principal Executive Officer
GEORGE M. LONGEST, JR.

/s/ Bruce E. Thomas            Vice President, Treasurer, Secretary
-------------------            Principal Financial Officer and Accounting
BRUCE E. THOMAS                Officer

/s/ R. Harding Ball            Director
-------------------
R. HARDING BALL

/s/ R. Tyler Bland III         Director
-----------------------
R. TYLER BLAND III

/s/ L. McCauley Chenault       Director
------------------------
L. MCCAULEY CHENAULT

/s/ Alexander F. Dillard, Jr.  Director
-----------------------------
ALEXANDER F. DILLARD, JR.

/s/ George B. Elliott          Director
---------------------
GEORGE B. ELLIOTT

/s/ Frances H. Ellis           Director
--------------------
FRANCES H. ELLIS

/s/ Robert F. Hutchinson       Director
------------------------
ROBERT F. HUTCHINSON

/s/ Philip T. Minor            Director
-------------------
PHILIP T. MINOR

/s/ William Guy Townsend       Director
------------------------
WILLIAM GUY TOWNSEND

                                      II-5
EXHIBIT INDEX

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

5        Opinion of McGuireWoods LLP (filed herewith).

23(a)    Consent of McGuireWoods LLP (included in Exhibit 5).

23(b)    Consent of Yount, Hyde & Barbour, P.C. (filed herewith).

24       Powers of Attorney (included herein).

99(a)    BOE Financial Services of Virginia, Inc. Stock Incentive Plan
         (Appendix 3 to Exhibit A of the Proxy Statement included in Form S-4
         Registration Statement filed March 24, 2000, incorporated by
         reference).

99(b)    First Amendment to the BOE Financial Services of Virginia, Inc.
         Stock Incentive Plan (filed herewith).

99(c)    BOE Financial Services of Virginia, Inc. Stock Option Plan for Outside
         Directors (Appendix 4 to Exhibit A of the Proxy Statement included in
         Form S-4 Registration Statement filed March 24, 2000, incorporated by
         reference).

99(d)    First Amendment to the BOE Financial Services of Virginia, Inc.
         Stock Option Plan for Outside Directors (filed herewith).

                                      II-6