Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                             AMC Entertainment Inc.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                       43-1304369
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                     Identification Number)

               106 West 14th Street, Kansas City, Missouri 64105
               -------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

          AMC Entertainment Inc. 1999 Stock Option and Incentive Plan
          -----------------------------------------------------------
                              (Full Title of Plan)

                                 Peter C. Brown
                              106 West 14th Street
                                 P.O Box 219615
                Kansas City, Missouri 64121-9615 (816) 221-4000
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:
                             Raymond F. Beagle, Jr.
                              Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                          Kansas City, Missouri 64108
                                 (816) 460-5823

                        Calculation of Registration Fee

 Title of                      Proposed            Proposed
Securities       Amount         Maximum             Maximum           Amount
  to be           to be       Offering Price       Aggregate        Registration
Registered      Registered     Per Share(1)     Offering Price(1)       Fee
----------      ----------     ------------     -----------------       ---
Common Stock
66 2/3% par  2,100,000 shares    $9.40625         $19,753,125         $5,215
value

1 The maximum  offering  price is estimated to be $9.40625 per share pursuant to
Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration
fee,  which  amount  represents  the  average  of the high and low prices of the
Registrant's  common stock  reported on the AMEX  composite  tape on December 7,
1999.


                                       1
<PAGE>

                                    Part II

               Information Required In The Registration Statement

Item 3. Incorporation of Documents by Reference.

        The following  documents filed by the Registrant with the Securities and
        Exchange  Commission  (the"  Commission")  are  incorporated  herein  by
        reference and hereby made a part hereof:

        (a) The  Registrant's  annual  report on Form 10-K for the  fiscal  year
            ended April 1, 1999.

        (b) All other reports filed by the Registrant  pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934 since April 1, 1999.

        (c) The  description  of the  Registrant's  Common  Stock  contained  in
            Registrant's Form 8-A filed August 18, 1983 (File no. 0-12429).

        (d) All documents hereafter filed by the Registrant pursuant to Sections
            13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934
            prior to the filing of a post-effective amendment that indicates all
            of the securities  offered hereby have been sold or that deregisters
            all securities then remaining unsold.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        The  validity  of the  issuance  of the shares of Common  Stock  offered
        hereby  have been  passed  upon for the  Company by Lathrop & Gage L.C.,
        Kansas City,  Missouri.  Raymond F.  Beagle,  Jr., a member of Lathrop &
        Gage L.C., is general  counsel of the Registrant and a voting trustee of
        the  Durwood  Voting  Trust,  which  is the  record  holder  of all  the
        Registrant's outstanding Class B stock.

Item 6. Indemnification of Directors and Officers.

        AMC  Entertainment  Inc.  ("AMCE") is  incorporated  in Delaware.  Under
        Section 145 of the Delaware  General  Corporation Law, a corporation has
        the power,  under specified  circumstances,  to indemnify its directors,
        officers,  employees  and agents in connection  with  actions,  suits or
        proceedings brought against them by a third party or in the right of the
        corporation, by reason of the fact that they were or are such directors,
        officers,  employees or agents,  against  expenses  incurred in any such
        action,  suit,  or  proceeding.   AMCE's  Certificate  of  Incorporation
        requires  indemnification  of directors  and officers to the full extent
        permitted by the Delaware General  Corporation Law and provides that, in
        any action by a  claimant,  AMCE shall bear the burden of proof that the
        claimant is not entitled to indemnification.


                                      2

<PAGE>

        Section 102(b)(7) of the Delaware General  Corporation Law provides that
        a certificate of  incorporation  may contain a provision  eliminating or
        limiting the personal  liability of a director to the corporation or its
        stockholders  for  monetary  damages for breach of  fiduciary  duty as a
        director  provided that such provision  shall not eliminate or limit the
        liability  of a director  (i) for any breach of the  director's  duty of
        loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts  or
        omissions not in good faith or which involve intentional misconduct or a
        knowing violation of law, (iii) under Section 174 (relating to liability
        for  unauthorized  acquisitions  or  redemptions  of, or  dividends  on,
        capital stock) of the Delaware General  Corporation Law, or (iv) for any
        transaction  from  which  the  director  derived  an  improper  personal
        benefit.   The  Certificate  of   Incorporation  of  AMCE  contains  the
        provisions  permitted  by  Section  102(b)(7)  of the  Delaware  General
        Corporation Law.

        Section 3.6 of AMCE's 1999 Stock Option and Incentive  Plan (the "Plan")
        provides  that  service  on AMCE's  Compensation  Committee  constitutes
        service  as a  director  of  AMCE so that  members  of the  Compensation
        Committee,  who are charged  with the  administration  of the Plan,  are
        entitled to  indemnification  and reimbursement as directors pursuant to
        AMCE's  Certificate of Incorporation,  Bylaws or any agreements  between
        AMCE and its directors providing for indemnification.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4.1  -  Amended  and  Restated   Certificate  of  Incorporation  of  AMC
                Entertainment Inc. (1)

        4.2  -  Bylaws of AMC Entertainment Inc. (2)

        4.3  -  AMC Entertainment  Inc. 1999 Stock Option and Incentive Plan, as
                amended.

        5.1  -  Opinion of Lathrop & Gage L.C.  as to the  validity of the stock
                being issued.

        23.1 -  Consent of Lathrop & Gage L.C. to the use of their opinion filed
                as Exhibit 5.1 (included in Exhibit 5.1).

        23.2 -  Consent of PricewaterhouseCoopers, LLP.

        24.1 -  Power  of  Attorney  (included  elsewhere  in  the  Registration
                Statement).


                (1)  Previously  filed as Exhibit 3.1 to Registrant's  Form 10-Q
                     (File no. 1-8747) for the quarter ended January 1, 1998 and
                     incorporated herein by reference.

                (2)  Previously  filed as Exhibit 3.3 to Registrant's  Form 10-Q
                     (File no.  0-12429) for the quarter ended December 26, 1996
                     and incorporated herein by reference.


                                       3

<PAGE>

Item 9. Undertakings.

         1.     Rule 415 Offering.

                The undersigned Registrant hereby undertakes:

                (a)  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;

                     (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 1.(a)(i) and 1.(a)(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 Securities  Exchange Act
                     of  1934  that  are   incorporated  by  reference  in  this
                     Registration Statement.

                (b)  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 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)  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.

         2.     Filings  Incorporating  Subsequent  Exchange  Act  Documents  by
                Reference.

                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
                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.
                                       4
<PAGE>

         3.     Indemnification Matters.

                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  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 of whether such  indemnification by it
                is against  public policy as expressed in the  Securities Act of
                1933 and will be  governed  by the  final  adjudication  of such
                issue.
                                       5

<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  authorized,
in Kansas City, Missouri on this 10th day of December, 1999.

                                   AMC ENTERTAINMENT INC.

                                   By /s/ Peter C. Brown
                                          Peter C. Brown
                                          Chairman of the Board, Chief Executive
                                          Officer  & President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the dates indicated below. By so signing, each person whose signature appears
below  this  Registration  Statement  on Form  S-8 in his or her  capacity  as a
director or officer,  or both, as the case may be, of the Registrant does hereby
severally constitute and appoint Peter C. Brown and Craig R. Ramsey, and each of
them,  with full  power to act  without  the  other,  his or her true and lawful
attorney-in-fact   and  agent,   with  the  full  power  of   substitution   and
resubstitution,  to sign for him or her and in his or her name,  place and stead
in any and all  capacities  indicated  below,  any  and  all  pre-effective  and
post-effective  amendments  to this  Registration  Statement on Form S-8, and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and  necessary  fully to all
intents and purposes as he or she might or could do in person, thereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his or her  substitute,  may  lawfully do or cause to be done by virtue
hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.


Date: December 10, 1999                /s/ Peter C. Brown
                                       -----------------------------------------
                                       Peter C. Brown, Chairman of the Board,
                                       Chairman of the Board, President,
                                       Chief Executive Officer and Director


Date: December 10, 1999                 /s/ Charles J. Egan, Jr.
                                       -----------------------------------------
                                        Charles J. Egan, Jr., Director


Date: December 10, 1999                /s/ W. Thomas Grant II
                                       -----------------------------------------
                                       W. Thomas Grant II, Director


Date: December 10, 1999
                                       -----------------------------------------
                                       Charles S. Paul, Director

                                       6
<PAGE>

Date: December 10 , 1999               /s/ Paul E. Vardeman
                                       -----------------------------------------
                                       Paul E. Vardeman, Director


Date: December 10, 1999                /s/ Craig R. Ramsey
                                       -----------------------------------------
                                       Craig R. Ramsey, Senior Vice President,
                                       Finance and Chief Accounting Officer

                                       7
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{"company-data": {"conformed-name": "AMC ENTERTAINMENT INC", "cik": "0000722077", "assigned-sic": "7830", "irs-number": "431304369", "state-of-incorporation": "DE", "fiscal-year-end": "0401"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92615", "film-number": "99773437"}, "business-address": {"street1": "106 W 14TH ST", "street2": "P O BOX 419615", "city": "KANSAS CITY", "state": "MO", "zip": "64105-1977", "phone": "8162214000"}}
Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                             AMC Entertainment Inc.
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                       43-1304369
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                     Identification Number)

               106 West 14th Street, Kansas City, Missouri 64105
               -------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

          AMC Entertainment Inc. 1999 Stock Option and Incentive Plan
          -----------------------------------------------------------
                              (Full Title of Plan)

                                 Peter C. Brown
                              106 West 14th Street
                                 P.O Box 219615
                Kansas City, Missouri 64121-9615 (816) 221-4000
           (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:
                             Raymond F. Beagle, Jr.
                              Lathrop & Gage L.C.
                        2345 Grand Boulevard, Suite 2800
                          Kansas City, Missouri 64108
                                 (816) 460-5823

                        Calculation of Registration Fee

 Title of                      Proposed            Proposed
Securities       Amount         Maximum             Maximum           Amount
  to be           to be       Offering Price       Aggregate        Registration
Registered      Registered     Per Share(1)     Offering Price(1)       Fee
----------      ----------     ------------     -----------------       ---
Common Stock
66 2/3% par  2,100,000 shares    $9.40625         $19,753,125         $5,215
value

1 The maximum  offering  price is estimated to be $9.40625 per share pursuant to
Rule 457(h)(1) and 457(c) solely for the purpose of calculating the registration
fee,  which  amount  represents  the  average  of the high and low prices of the
Registrant's  common stock  reported on the AMEX  composite  tape on December 7,
1999.

                                       1
Part II

               Information Required In The Registration Statement

Item 3. Incorporation of Documents by Reference.

        The following  documents filed by the Registrant with the Securities and
        Exchange  Commission  (the"  Commission")  are  incorporated  herein  by
        reference and hereby made a part hereof:

        (a) The  Registrant's  annual  report on Form 10-K for the  fiscal  year
            ended April 1, 1999.

        (b) All other reports filed by the Registrant  pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934 since April 1, 1999.

        (c) The  description  of the  Registrant's  Common  Stock  contained  in
            Registrant's Form 8-A filed August 18, 1983 (File no. 0-12429).

        (d) All documents hereafter filed by the Registrant pursuant to Sections
            13(a),  13(c),  14 or 15(d) of the  Securities  Exchange Act of 1934
            prior to the filing of a post-effective amendment that indicates all
            of the securities  offered hereby have been sold or that deregisters
            all securities then remaining unsold.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        The  validity  of the  issuance  of the shares of Common  Stock  offered
        hereby  have been  passed  upon for the  Company by Lathrop & Gage L.C.,
        Kansas City,  Missouri.  Raymond F.  Beagle,  Jr., a member of Lathrop &
        Gage L.C., is general  counsel of the Registrant and a voting trustee of
        the  Durwood  Voting  Trust,  which  is the  record  holder  of all  the
        Registrant's outstanding Class B stock.

Item 6. Indemnification of Directors and Officers.

        AMC  Entertainment  Inc.  ("AMCE") is  incorporated  in Delaware.  Under
        Section 145 of the Delaware  General  Corporation Law, a corporation has
        the power,  under specified  circumstances,  to indemnify its directors,
        officers,  employees  and agents in connection  with  actions,  suits or
        proceedings brought against them by a third party or in the right of the
        corporation, by reason of the fact that they were or are such directors,
        officers,  employees or agents,  against  expenses  incurred in any such
        action,  suit,  or  proceeding.   AMCE's  Certificate  of  Incorporation
        requires  indemnification  of directors  and officers to the full extent
        permitted by the Delaware General  Corporation Law and provides that, in
        any action by a  claimant,  AMCE shall bear the burden of proof that the
        claimant is not entitled to indemnification.

                                      2
Section 102(b)(7) of the Delaware General  Corporation Law provides that
        a certificate of  incorporation  may contain a provision  eliminating or
        limiting the personal  liability of a director to the corporation or its
        stockholders  for  monetary  damages for breach of  fiduciary  duty as a
        director  provided that such provision  shall not eliminate or limit the
        liability  of a director  (i) for any breach of the  director's  duty of
        loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts  or
        omissions not in good faith or which involve intentional misconduct or a
        knowing violation of law, (iii) under Section 174 (relating to liability
        for  unauthorized  acquisitions  or  redemptions  of, or  dividends  on,
        capital stock) of the Delaware General  Corporation Law, or (iv) for any
        transaction  from  which  the  director  derived  an  improper  personal
        benefit.   The  Certificate  of   Incorporation  of  AMCE  contains  the
        provisions  permitted  by  Section  102(b)(7)  of the  Delaware  General
        Corporation Law.

        Section 3.6 of AMCE's 1999 Stock Option and Incentive  Plan (the "Plan")
        provides  that  service  on AMCE's  Compensation  Committee  constitutes
        service  as a  director  of  AMCE so that  members  of the  Compensation
        Committee,  who are charged  with the  administration  of the Plan,  are
        entitled to  indemnification  and reimbursement as directors pursuant to
        AMCE's  Certificate of Incorporation,  Bylaws or any agreements  between
        AMCE and its directors providing for indemnification.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        4.1  -  Amended  and  Restated   Certificate  of  Incorporation  of  AMC
                Entertainment Inc. (1)

        4.2  -  Bylaws of AMC Entertainment Inc. (2)

        4.3  -  AMC Entertainment  Inc. 1999 Stock Option and Incentive Plan, as
                amended.

        5.1  -  Opinion of Lathrop & Gage L.C.  as to the  validity of the stock
                being issued.

        23.1 -  Consent of Lathrop & Gage L.C. to the use of their opinion filed
                as Exhibit 5.1 (included in Exhibit 5.1).

        23.2 -  Consent of PricewaterhouseCoopers, LLP.

        24.1 -  Power  of  Attorney  (included  elsewhere  in  the  Registration
                Statement).

                (1)  Previously  filed as Exhibit 3.1 to Registrant's  Form 10-Q
                     (File no. 1-8747) for the quarter ended January 1, 1998 and
                     incorporated herein by reference.

                (2)  Previously  filed as Exhibit 3.3 to Registrant's  Form 10-Q
                     (File no.  0-12429) for the quarter ended December 26, 1996
                     and incorporated herein by reference.

                                       3
Item 9. Undertakings.

         1.     Rule 415 Offering.

                The undersigned Registrant hereby undertakes:

                (a)  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;

                     (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 1.(a)(i) and 1.(a)(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 Securities  Exchange Act
                     of  1934  that  are   incorporated  by  reference  in  this
                     Registration Statement.

                (b)  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 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)  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.

         2.     Filings  Incorporating  Subsequent  Exchange  Act  Documents  by
                Reference.

                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
                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.
                                       4
3.     Indemnification Matters.

                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  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 of whether such  indemnification by it
                is against  public policy as expressed in the  Securities Act of
                1933 and will be  governed  by the  final  adjudication  of such
                issue.
                                       5
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  authorized,
in Kansas City, Missouri on this 10th day of December, 1999.

                                   AMC ENTERTAINMENT INC.

                                   By /s/ Peter C. Brown
                                          Peter C. Brown
                                          Chairman of the Board, Chief Executive
                                          Officer  & President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the dates indicated below. By so signing, each person whose signature appears
below  this  Registration  Statement  on Form  S-8 in his or her  capacity  as a
director or officer,  or both, as the case may be, of the Registrant does hereby
severally constitute and appoint Peter C. Brown and Craig R. Ramsey, and each of
them,  with full  power to act  without  the  other,  his or her true and lawful
attorney-in-fact   and  agent,   with  the  full  power  of   substitution   and
resubstitution,  to sign for him or her and in his or her name,  place and stead
in any and all  capacities  indicated  below,  any  and  all  pre-effective  and
post-effective  amendments  to this  Registration  Statement on Form S-8, and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and  necessary  fully to all
intents and purposes as he or she might or could do in person, thereby ratifying
and  confirming  all that said  attorneys-in-fact  and agents or any of them, or
their or his or her  substitute,  may  lawfully do or cause to be done by virtue
hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

Date: December 10, 1999                /s/ Peter C. Brown
                                       -----------------------------------------
                                       Peter C. Brown, Chairman of the Board,
                                       Chairman of the Board, President,
                                       Chief Executive Officer and Director

Date: December 10, 1999                 /s/ Charles J. Egan, Jr.
                                       -----------------------------------------
                                        Charles J. Egan, Jr., Director

Date: December 10, 1999                /s/ W. Thomas Grant II
                                       -----------------------------------------
                                       W. Thomas Grant II, Director

Date: December 10, 1999
                                       -----------------------------------------
                                       Charles S. Paul, Director

                                       6
Date: December 10 , 1999               /s/ Paul E. Vardeman
                                       -----------------------------------------
                                       Paul E. Vardeman, Director

Date: December 10, 1999                /s/ Craig R. Ramsey
                                       -----------------------------------------
                                       Craig R. Ramsey, Senior Vice President,
                                       Finance and Chief Accounting Officer

                                       7