As filed with the Securities and Exchange Commission on April 14, 1999
                                               Registration No. 333-__________
==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        --------------------------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        --------------------------------
                           RIGGS NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)
                        --------------------------------
            Delaware                                      52-1217953
 (State or other Jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)

            1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005
         (Address, including zip code, of Principal Executive Offices)

                           RIGGS NATIONAL CORPORATION
                             1996 STOCK OPTION PLAN
                 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plan)

                             JOSEPH M. CAHILL, ESQ.
                       Executive Director of Legal Affairs
                           Riggs National Corporation
                              800 17th Street, N.W.
                             Washington, D.C. 20006
            (Name, address, including zip code, of agent for service)

                                  202-835-6709
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

-------------------------------------------------------------------------------
Title of
securities                   Proposed maximum    Proposed maximum   Amount of
to be         Amount to be       offering       aggregate offering registration
registered     registered     price per share         price           fee
-------------------------------------------------------------------------------
Common Stock, 5,250,000 shs.    $17.6875 (1)      $92,859,375 (1)    $25,815
$2.50 par
value per share
-------------------------------------------------------------------------------
(1)      Estimated  solely for the purpose of computing  the  registration  fee.
         Pursuant to Rule 457(c),  the  calculation of the  registration  fee is
         based  on  the  average  of  the  high  and  low  sales  prices  of the
         Registrant's  Common  Stock on the Nasdaq  National  Market on April 9,
         1999.





<PAGE>






                                     PART II


ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE


         The  following  documents,  which are on file with the  Securities  and
Exchange  Commission,  are  incorporated  herein  by  reference  and made a part
hereof: (i) Registrant's  Annual Report on Form 10-K for the year ended December
31, 1998 and (ii) the description of Registrant's  common stock, par value $2.50
per share (the "Common Stock"), contained in Registrant's Registration Statement
on Form S-3 (SEC File No. 33-50775) relating to 4,000,000 shares of Registrant's
10.75% Noncumulative Perpetual Preferred Stock, Series B and 2,924,000 shares of
Registrant's  Common Stock,  as amended by Amendment No. 3 filed on December 16,
1993.


         All  reports  and  other  documents  filed by  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference  herein and to be a part hereof from the date of the filing of such
reports and documents.


ITEM 4.       DESCRIPTION OF SECURITIES


         Not  applicable,  as  Registrant's  Common  Stock is  registered  under
Section 12 of the Exchange Act.


ITEM 5.       INTERESTS OF EXPERTS AND COUNSEL


     The validity of the shares of Common  Stock  registered  hereunder  will be
passed upon for the Corporation by Joseph M. Cahill, Executive Director of Legal
Affairs of the Registrant,  who is an employee of the Registrant. As of the date
of this  filing,  Joseph M.  Cahill  held 63  shares  of Common  Stock and stock
options for 9,000 shares of Common Stock.


ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS


         Section 145 of the General  Corporation  Law of the State of  Delaware,
Article  Eleventh of the Registrant's  Certificate of Incorporation  and Section
14.1 of the Registrant's  Bylaws provide for indemnification of the Registrant's
directors  and  officers  in  a  variety  of  circumstances  which  may  include
liabilities under the Securities Act of 1933, as amended (the "Securities Act of
1933").


         The general effect of the provisions in the Registrant's Certificate of
Incorporation  and  Delaware  General  Corporation  Law is to  provide  that the
Registrant   shall  indemnify  its  directors  and  officers   against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  by them in  connection  with the defense or
settlement of any judicial or  administrative  proceedings  in which they become
involved by reason of their status as  directors or officers of the  Registrant,
if they acted in good faith and in a manner he or

                                       2


<PAGE>





she  reasonably  believed to be in or not opposed to the best  interests  of the
Registrant,  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was  unlawful.  With  respect to
legal  proceedings  by or in the right of the  Registrant in which a director or
officer is adjudged  liable for improper  performance  of his or her duty to the
Registrant or another enterprise which he or she served in a similar capacity at
the request of the Registrant,  indemnification is limited by such provisions to
that amount which is permitted by the court.  In addition,  the  Registrant  has
purchased  insurance  as  permitted  by  Delaware  law on behalf  of  directors,
officers,  employees or agents, which may cover liabilities under the Securities
Act of 1933.

         In  addition,  Article  Eleventh  of the  Registrant's  Certificate  of
Incorporation  provides  that no director of the  Registrant  will be personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director.  This  provision  does not eliminate or limit the
liability of a director for: (i) breach of the director's duty of loyalty to the
Corporation  or its  stockholders;  (ii) acts or omissions  not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) willful
or negligent  conduct in paying  illegal  dividends or improperly  purchasing or
redeeming  the  Registrant's  own stock;  or (iv) any  transaction  in which the
director obtains an improper personal benefit.


ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED


         None.


ITEM 8.       EXHIBITS


       Exhibit
       Number                        Description of Exhibit
       -------                       ----------------------


         4(a)     Registrant's Certificate of Incorporation, as amended
                  (incorporated by reference to Registrant's Form 10-Q for the
                  quarter ended September 30, 1989 and Registrant's Annual
                  Report on Form 10-K for the year ended December 31, 1998,
                  SEC File No. 0-9756).

         4(b)     Registrant's Bylaws, as amended  (incorporated by reference to
                  Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1998, SEC File No. 0-9756).

         5        Opinion of Joseph M. Cahill, Executive Director of Legal
                  Affairs of the Registrant (filed herewith).

         23(a)    Consent of Arthur Andersen LLP, Independent Accountants (filed
                  herewith).


         23(b)    Consent  of  Joseph M.  Cahill,  Executive  Director  of Legal
                  Affairs of the Registrant (filed as part of Exhibit 5 hereto).

                                       3



<PAGE>






ITEM 9.       UNDERTAKINGS


       (a)   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;


                   (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.

             (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 the time shall be deemed to be the initial BONA
FIDE offering thereof.


             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.


       (b) Registrant undertakes that, for purposes of determining any liability
under the  Securities  Act of 1933,  each filing of  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.


       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Registrant pursuant to the foregoing provisions,  the Registrant
has been informed 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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       4


<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 Washington, District of Columbia, on this 14th day of
April, 1999.


                                      RIGGS NATIONAL CORPORATION (Registrant)

                                      By: /s/ JOE L. ALLBRITTON
                                          -----------------------------------
                                            Joe L. Allbritton
                                            Chairman of the Board and
                                                 Chief Executive Officer




         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 dates indicated.




      Signature                  Title                         Date
      ---------                  -----                         ----

/s/ JOE L. ALLBRITTON        Chairman of the Board          April 14, 1999
------------------------     and Chief Executive
Joe L. Allbritton            Officer
                             (Principal Executive
                             Officer)


/s/ TIMOTHY C. COUGHLIN      President and Director         April 14, 1999
------------------------
Timothy C. Coughlin


/s/ JOHN L. DAVIS            Chief Financial Officer
------------------------     (Principal Financial           April 14, 1999
John L. Davis                 Officer)


/s/ ELEANOR L. RUTLAND       Comptroller
------------------------     (Principal Accounting          April 14, 1999
Eleanor L. Rutland            Officer) 


/s/ ROBERT L. ALLBRITTON     Director                       April 14, 1999
------------------------
Robert L. Allbritton


/s/ JOHN M. FAHEY, JR.       Director                       April 14, 1999
-----------------------
John M. Fahey, Jr.


                                       5


<PAGE>






      Signature                  Title                         Date
      ---------                  -----                         ----

/s/ LAWRENCE I. HEBERT       Director                       April 14, 1999
------------------------
Lawrence I. Hebert


/s/ STEVEN B. PFEIFFER       Director                       April 14, 1999
------------------------
Steven B. Pfeiffer


/s/ JOHN E.V. ROSE           Director                       April 14, 1999
------------------------
John E.V. Rose


/s/ ROBERT L. SLOAN          Vice Chairman of the Board     April 14, 1999
------------------------     and Director
Robert L. Sloan


/s/ JACK VALENTI             Director                       April 14, 1999
------------------------
Jack Valenti


/s/ WILLIAM L. WALTON        Director                       April 14, 1999
------------------------
William L. Walton


/s/ EDDIE N. WILLIAMS        Director                       April 14, 1999
------------------------
Eddie N. Williams









                                       6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15062}]
{"company-data": {"conformed-name": "RIGGS NATIONAL CORP", "cik": "0000350847", "assigned-sic": "6021", "irs-number": "521217953", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76281", "film-number": "99593655"}, "business-address": {"street1": "1503 PENNSYLVANIA AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "3018876000"}, "mail-address": {"street1": "1503 PENNSYLVANIA AVE NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}}
As filed with the Securities and Exchange Commission on April 14, 1999
                                               Registration No. 333-__________
==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        --------------------------------
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        --------------------------------
                           RIGGS NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)
                        --------------------------------
            Delaware                                      52-1217953
 (State or other Jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)

            1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005
         (Address, including zip code, of Principal Executive Offices)

                           RIGGS NATIONAL CORPORATION
                             1996 STOCK OPTION PLAN
                 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plan)

                             JOSEPH M. CAHILL, ESQ.
                       Executive Director of Legal Affairs
                           Riggs National Corporation
                              800 17th Street, N.W.
                             Washington, D.C. 20006
            (Name, address, including zip code, of agent for service)

                                  202-835-6709
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

-------------------------------------------------------------------------------
Title of
securities                   Proposed maximum    Proposed maximum   Amount of
to be         Amount to be       offering       aggregate offering registration
registered     registered     price per share         price           fee
-------------------------------------------------------------------------------
Common Stock, 5,250,000 shs.    $17.6875 (1)      $92,859,375 (1)    $25,815
$2.50 par
value per share
-------------------------------------------------------------------------------
(1)      Estimated  solely for the purpose of computing  the  registration  fee.
         Pursuant to Rule 457(c),  the  calculation of the  registration  fee is
         based  on  the  average  of  the  high  and  low  sales  prices  of the
         Registrant's  Common  Stock on the Nasdaq  National  Market on April 9,
         1999.
PART II

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents,  which are on file with the  Securities  and
Exchange  Commission,  are  incorporated  herein  by  reference  and made a part
hereof: (i) Registrant's  Annual Report on Form 10-K for the year ended December
31, 1998 and (ii) the description of Registrant's  common stock, par value $2.50
per share (the "Common Stock"), contained in Registrant's Registration Statement
on Form S-3 (SEC File No. 33-50775) relating to 4,000,000 shares of Registrant's
10.75% Noncumulative Perpetual Preferred Stock, Series B and 2,924,000 shares of
Registrant's  Common Stock,  as amended by Amendment No. 3 filed on December 16,
1993.

         All  reports  and  other  documents  filed by  Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the
"Exchange  Act"),  prior  to the  filing  of a  post-effective  amendment  which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference  herein and to be a part hereof from the date of the filing of such
reports and documents.

ITEM 4.       DESCRIPTION OF SECURITIES

         Not  applicable,  as  Registrant's  Common  Stock is  registered  under
Section 12 of the Exchange Act.

ITEM 5.       INTERESTS OF EXPERTS AND COUNSEL

     The validity of the shares of Common  Stock  registered  hereunder  will be
passed upon for the Corporation by Joseph M. Cahill, Executive Director of Legal
Affairs of the Registrant,  who is an employee of the Registrant. As of the date
of this  filing,  Joseph M.  Cahill  held 63  shares  of Common  Stock and stock
options for 9,000 shares of Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General  Corporation  Law of the State of  Delaware,
Article  Eleventh of the Registrant's  Certificate of Incorporation  and Section
14.1 of the Registrant's  Bylaws provide for indemnification of the Registrant's
directors  and  officers  in  a  variety  of  circumstances  which  may  include
liabilities under the Securities Act of 1933, as amended (the "Securities Act of
1933").

         The general effect of the provisions in the Registrant's Certificate of
Incorporation  and  Delaware  General  Corporation  Law is to  provide  that the
Registrant   shall  indemnify  its  directors  and  officers   against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  by them in  connection  with the defense or
settlement of any judicial or  administrative  proceedings  in which they become
involved by reason of their status as  directors or officers of the  Registrant,
if they acted in good faith and in a manner he or

                                       2
she  reasonably  believed to be in or not opposed to the best  interests  of the
Registrant,  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his or her conduct was  unlawful.  With  respect to
legal  proceedings  by or in the right of the  Registrant in which a director or
officer is adjudged  liable for improper  performance  of his or her duty to the
Registrant or another enterprise which he or she served in a similar capacity at
the request of the Registrant,  indemnification is limited by such provisions to
that amount which is permitted by the court.  In addition,  the  Registrant  has
purchased  insurance  as  permitted  by  Delaware  law on behalf  of  directors,
officers,  employees or agents, which may cover liabilities under the Securities
Act of 1933.

         In  addition,  Article  Eleventh  of the  Registrant's  Certificate  of
Incorporation  provides  that no director of the  Registrant  will be personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director.  This  provision  does not eliminate or limit the
liability of a director for: (i) breach of the director's duty of loyalty to the
Corporation  or its  stockholders;  (ii) acts or omissions  not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) willful
or negligent  conduct in paying  illegal  dividends or improperly  purchasing or
redeeming  the  Registrant's  own stock;  or (iv) any  transaction  in which the
director obtains an improper personal benefit.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

         None.

ITEM 8.       EXHIBITS

       Exhibit
       Number                        Description of Exhibit
       -------                       ----------------------

         4(a)     Registrant's Certificate of Incorporation, as amended
                  (incorporated by reference to Registrant's Form 10-Q for the
                  quarter ended September 30, 1989 and Registrant's Annual
                  Report on Form 10-K for the year ended December 31, 1998,
                  SEC File No. 0-9756).

         4(b)     Registrant's Bylaws, as amended  (incorporated by reference to
                  Registrant's  Annual  Report on Form  10-K for the year  ended
                  December 31, 1998, SEC File No. 0-9756).

         5        Opinion of Joseph M. Cahill, Executive Director of Legal
                  Affairs of the Registrant (filed herewith).

         23(a)    Consent of Arthur Andersen LLP, Independent Accountants (filed
                  herewith).

         23(b)    Consent  of  Joseph M.  Cahill,  Executive  Director  of Legal
                  Affairs of the Registrant (filed as part of Exhibit 5 hereto).

                                       3
ITEM 9.       UNDERTAKINGS

       (a)   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;

                   (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.

             (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 the time shall be deemed to be the initial BONA
FIDE offering thereof.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

       (b) Registrant undertakes that, for purposes of determining any liability
under the  Securities  Act of 1933,  each filing of  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.

       (c)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Registrant pursuant to the foregoing provisions,  the Registrant
has been informed 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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.

                                       4
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 Washington, District of Columbia, on this 14th day of
April, 1999.

                                      RIGGS NATIONAL CORPORATION (Registrant)

                                      By: /s/ JOE L. ALLBRITTON
                                          -----------------------------------
                                            Joe L. Allbritton
                                            Chairman of the Board and
                                                 Chief Executive Officer

         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 dates indicated.

      Signature                  Title                         Date
      ---------                  -----                         ----

/s/ JOE L. ALLBRITTON        Chairman of the Board          April 14, 1999
------------------------     and Chief Executive
Joe L. Allbritton            Officer
                             (Principal Executive
                             Officer)

/s/ TIMOTHY C. COUGHLIN      President and Director         April 14, 1999
------------------------
Timothy C. Coughlin

/s/ JOHN L. DAVIS            Chief Financial Officer
------------------------     (Principal Financial           April 14, 1999
John L. Davis                 Officer)

/s/ ELEANOR L. RUTLAND       Comptroller
------------------------     (Principal Accounting          April 14, 1999
Eleanor L. Rutland            Officer) 

/s/ ROBERT L. ALLBRITTON     Director                       April 14, 1999
------------------------
Robert L. Allbritton

/s/ JOHN M. FAHEY, JR.       Director                       April 14, 1999
-----------------------
John M. Fahey, Jr.

                                       5
Signature                  Title                         Date
      ---------                  -----                         ----

/s/ LAWRENCE I. HEBERT       Director                       April 14, 1999
------------------------
Lawrence I. Hebert

/s/ STEVEN B. PFEIFFER       Director                       April 14, 1999
------------------------
Steven B. Pfeiffer

/s/ JOHN E.V. ROSE           Director                       April 14, 1999
------------------------
John E.V. Rose

/s/ ROBERT L. SLOAN          Vice Chairman of the Board     April 14, 1999
------------------------     and Director
Robert L. Sloan

/s/ JACK VALENTI             Director                       April 14, 1999
------------------------
Jack Valenti

/s/ WILLIAM L. WALTON        Director                       April 14, 1999
------------------------
William L. Walton

/s/ EDDIE N. WILLIAMS        Director                       April 14, 1999
------------------------
Eddie N. Williams

                                       6