As filed with the Securities and Exchange Commission on November 15, 1999.

                                                            Registration No.333-

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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                          HOME-STAKE OIL & GAS COMPANY
             (Exact name of registrant as specified in its charter)

               Oklahoma                                 73-0288030
    (State or other jurisdiction           (I.R.S. employer identification no.)
  of  incorporation or organization)

                          15 E. 5TH Street, Suite 2800
                              Tulsa, Oklahoma 74103
           (Address of principal executive offices including zip code)

             Home-Stake Oil & Gas Company 1997 Incentive Stock Plan
                            (Full title of the plan)


                                Chris K. Corcoran
                          15 E. 5th Street, Suite 2800
                              Tulsa, Oklahoma 74103
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (918) 583-0178

                         CALCULATION OF REGISTRATION FEE


                                       Proposed       Proposed
                          Amount       maximum         maximum       Amount of
 Title of securities      to be     offering price    aggregate    registration
  to be registered      registered     per share    offering price     fee
======================  ==========  ==============  ============== ============
1997 Incentive Stock
Plan Common Stock,
$.01 par value           451,736
(Outstanding options)   shares(1)      $4.70(2)     $2,121,655(2)     $ 590
======================  ==========  ==============  ============== ============

(1) Each share of Common Stock is  accompanied  by a purchase  right pursuant to
the Registrant's Rights Agreement dated April 15, 1992, and amended February 10,
1995, with NationsBank, N.A., as Rights Agent.

(2) This amount  represents  the weighted  average  exercise  price,  based upon
outstanding  stock  options to  purchase  274,050  shares of Common  Stock at an
exercise  price of $4.50  per  share and  177,686  shares of Common  Stock at an
exercise price of $5.00 per share.



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information  required by Part I of Form S-8 to be contained in the Section 10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents and information  previously filed by the Registrant
with the Securities and Exchange  Commission  are  incorporated  by reference in
this Registration Statement:

     (1)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1998;

     (2)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended March 31, 1999, June 30, 1999 and September 30, 1999; and

     (3)  The  description  of the  Registrant's  Common Stock  contained in the
          Registration  Statement  on Form 10  filed  with  the  Securities  and
          Exchange  Commission (File No. 0-19766) and including any amendment or
          report  heretofore or hereafter  filed for the purpose of updating the
          description of the Registrant's Common Stock contained therein.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  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
deregisters all securities offered hereby then remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from their  respective  dates of filing.  Any  statement  contained  in a
document  incorporated by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained in any other  subsequently  filed  incorporated  document  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

     As allowed under the Oklahoma  General  Corporation  Act, the  Registrant's
Amended and Restated  Bylaws (the "Bylaws")  provide that each person who was or
is made a party to, or is involved in, any action,  suit or proceeding by reason
of the fact that he or she was a director or officer of the  Registrant  (or was
serving at the request of the  Registrant  as a director,  officer,  employee or

                                      II-1

<PAGE>



agent  for  another  entity)  will  be  indemnified  and  held  harmless  by the
Registrant against expenses (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably incurred by him or her if he
or she acted in good faith and in a manner he or 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. In the case of an action brought by or in the right of the
Registrant, the Registrant may indemnify a director,  officer, employee or agent
of the Registrant  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred  by him or her if he or she  acted in good  faith  and in a
manner  he or  she  reasonably  believed  to be in  the  best  interests  of the
Registrant,  except  that no  indemnification  shall be made in  respect  of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Registrant  unless  a  court  finds  that,  in  view  of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses as the court shall deem proper.

     The Registrant's  Certificate of Incorporation provides that to the fullest
extent permitted by the Oklahoma  General  Corporation Act as the same exists or
may hereafter be amended,  a director of the  Registrant  shall not be liable to
the Registrant or its  stockholders for monetary damages for breach of fiduciary
duty as a director.  The  Oklahoma  General  Corporation  Act  permits  Oklahoma
corporations  to include in their  certificates  of  incorporation  a  provision
eliminating or limiting  director  liability for monetary  damages  arising from
breaches of their fiduciary duty. The only limitations imposed under the statute
are that the provision may not eliminate or limit a director's liability (i) for
breaches  of  the  director's   duty  of  loyalty  to  the  corporation  or  its
stockholders,  (ii)  for  acts or  omissions  not in  good  faith  or  involving
intentional  misconduct  or known  violations  of law,  (iii) for the payment of
unlawful  dividends  or unlawful  stock  purchases or  redemptions,  or (iv) for
transactions in which the director received an improper personal benefit.

     The Registrant has entered into indemnification agreements with each of its
directors  providing  for  indemnification  and expense  advances in addition to
those provided for in the Registrant's Bylaws.

Item 7.     Exemption from Registration Claimed.

                  Not applicable.

                                      II-2

<PAGE>



Item 8.     Exhibits.

Exhibit
Number    Description

 4.1*  Home-Stake Oil & Gas Company 1997 Incentive Stock Plan.

 5.1*  Opinion of Conner & Winters, A Professional Corporation.

23.1*  Consent of Ernst & Young LLP.

23.2   Consent of Conner & Winters, A Professional Corporation (included in
       Exhibit 5.1).

24  *  Power of Attorney (included on page II-5 of this Registration Statement).
---------
  *    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  of  the   securities   registered   hereby,   a
                    post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

              (ii)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement;

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

     provided,  however, that the undertakings set forth in paragraphs (a)(1)(i)
     and  (a)(1)(ii)  above  do not  apply  if the  information  required  to be
     included in a post-effective  amendment by those paragraphs is contained in
     periodic reports filed by the Registrant  pursuant to Section 13 or Section
     15(d) of the  Exchange  Act  that are  incorporated  by  reference  in this
     Registration Statement.


                                      II-3

<PAGE>



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

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

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

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



                                                      II-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 Tulsa, State of Oklahoma on the 15th day of November,
1999.

                                 Home-Stake Oil & Gas Company


                                 By: /s/ Robert C. Simpson
                                     ----------------------------------
                                     Chairman, Chief Executive
                                     Officer and President

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitutes and appoints Robert C. Simpson and Chris K. Corcoran,
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  for him and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or his or their  substitutes,  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 below by the  following  persons in the
capacities and on the dates indicated:



       SIGNATURE                    TITLE                            DATE

  /s/ Robert C. Simpson     Chairman of the Board,            November 15, 1999
--------------------------- Chief Executive Officer,
Robert C. Simpson           President and Director
                            (principal executive officer)


  /s/ Chris K. Corcoran     Executive Vice President,         November 15, 1999
--------------------------- Chief Financial Officer,
Chris K. Corcoran           Secretary and Director
                            (principal financial officer
                            and principal accounting officer)

  /s/ L.W. Allegood         Director                          November 15, 1999
---------------------------
L.W. Allegood

  /s/ Larry F. Grindstaff   Director                          November 15, 1999
---------------------------
Larry F. Grindstaff


                                      II-5

<PAGE>




  /s/ Ronald O. Gutman      Director                          November 15, 1999
---------------------------
Ronald O. Gutman

  /s/ James L. Houghton     Director                          November 15, 1999
---------------------------
James L. Houghton

  /s/ Joseph J. McCain, Jr. Director                          November 15, 1999
---------------------------
Joseph J. McCain, Jr.

  /s/ I. Wistar Morris, III Director                          November 15, 1999
---------------------------
I. Wistar Morris, III


                                      II-6

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "1997 INCENTIVE STOCK PLAN", "secsgml_size_bytes": 16417}]
{"company-data": {"conformed-name": "HOME STAKE OIL & GAS CO", "cik": "0000882378", "assigned-sic": "1382", "irs-number": "730288030", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90957", "film-number": "99754407"}, "business-address": {"street1": "15 EAST 5TH STREET STE 2800", "city": "TULSA", "state": "OK", "zip": "74103", "phone": "9185830178"}, "mail-address": {"street1": "15 EAST 5TH ST STE 2800", "street2": "15 EAST 5TH ST STE 2800", "city": "TULSA", "state": "OK", "zip": "74103-4311"}}
As filed with the Securities and Exchange Commission on November 15, 1999.

                                                            Registration No.333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          HOME-STAKE OIL & GAS COMPANY
             (Exact name of registrant as specified in its charter)

               Oklahoma                                 73-0288030
    (State or other jurisdiction           (I.R.S. employer identification no.)
  of  incorporation or organization)

                          15 E. 5TH Street, Suite 2800
                              Tulsa, Oklahoma 74103
           (Address of principal executive offices including zip code)

             Home-Stake Oil & Gas Company 1997 Incentive Stock Plan
                            (Full title of the plan)

                                Chris K. Corcoran
                          15 E. 5th Street, Suite 2800
                              Tulsa, Oklahoma 74103
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (918) 583-0178

                         CALCULATION OF REGISTRATION FEE

                                       Proposed       Proposed
                          Amount       maximum         maximum       Amount of
 Title of securities      to be     offering price    aggregate    registration
  to be registered      registered     per share    offering price     fee
======================  ==========  ==============  ============== ============
1997 Incentive Stock
Plan Common Stock,
$.01 par value           451,736
(Outstanding options)   shares(1)      $4.70(2)     $2,121,655(2)     $ 590
======================  ==========  ==============  ============== ============

(1) Each share of Common Stock is  accompanied  by a purchase  right pursuant to
the Registrant's Rights Agreement dated April 15, 1992, and amended February 10,
1995, with NationsBank, N.A., as Rights Agent.

(2) This amount  represents  the weighted  average  exercise  price,  based upon
outstanding  stock  options to  purchase  274,050  shares of Common  Stock at an
exercise  price of $4.50  per  share and  177,686  shares of Common  Stock at an
exercise price of $5.00 per share.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information  required by Part I of Form S-8 to be contained in the Section 10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents and information  previously filed by the Registrant
with the Securities and Exchange  Commission  are  incorporated  by reference in
this Registration Statement:

     (1)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1998;

     (2)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended March 31, 1999, June 30, 1999 and September 30, 1999; and

     (3)  The  description  of the  Registrant's  Common Stock  contained in the
          Registration  Statement  on Form 10  filed  with  the  Securities  and
          Exchange  Commission (File No. 0-19766) and including any amendment or
          report  heretofore or hereafter  filed for the purpose of updating the
          description of the Registrant's Common Stock contained therein.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  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
deregisters all securities offered hereby then remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from their  respective  dates of filing.  Any  statement  contained  in a
document  incorporated by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained in any other  subsequently  filed  incorporated  document  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

     As allowed under the Oklahoma  General  Corporation  Act, the  Registrant's
Amended and Restated  Bylaws (the "Bylaws")  provide that each person who was or
is made a party to, or is involved in, any action,  suit or proceeding by reason
of the fact that he or she was a director or officer of the  Registrant  (or was
serving at the request of the  Registrant  as a director,  officer,  employee or

                                      II-1
agent  for  another  entity)  will  be  indemnified  and  held  harmless  by the
Registrant against expenses (including  attorneys' fees),  judgments,  fines and
amounts paid in settlement  actually and reasonably incurred by him or her if he
or she acted in good faith and in a manner he or 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. In the case of an action brought by or in the right of the
Registrant, the Registrant may indemnify a director,  officer, employee or agent
of the Registrant  against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred  by him or her if he or she  acted in good  faith  and in a
manner  he or  she  reasonably  believed  to be in  the  best  interests  of the
Registrant,  except  that no  indemnification  shall be made in  respect  of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  Registrant  unless  a  court  finds  that,  in  view  of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity for such expenses as the court shall deem proper.

     The Registrant's  Certificate of Incorporation provides that to the fullest
extent permitted by the Oklahoma  General  Corporation Act as the same exists or
may hereafter be amended,  a director of the  Registrant  shall not be liable to
the Registrant or its  stockholders for monetary damages for breach of fiduciary
duty as a director.  The  Oklahoma  General  Corporation  Act  permits  Oklahoma
corporations  to include in their  certificates  of  incorporation  a  provision
eliminating or limiting  director  liability for monetary  damages  arising from
breaches of their fiduciary duty. The only limitations imposed under the statute
are that the provision may not eliminate or limit a director's liability (i) for
breaches  of  the  director's   duty  of  loyalty  to  the  corporation  or  its
stockholders,  (ii)  for  acts or  omissions  not in  good  faith  or  involving
intentional  misconduct  or known  violations  of law,  (iii) for the payment of
unlawful  dividends  or unlawful  stock  purchases or  redemptions,  or (iv) for
transactions in which the director received an improper personal benefit.

     The Registrant has entered into indemnification agreements with each of its
directors  providing  for  indemnification  and expense  advances in addition to
those provided for in the Registrant's Bylaws.

Item 7.     Exemption from Registration Claimed.

                  Not applicable.

                                      II-2
Item 8.     Exhibits.

Exhibit
Number    Description

 4.1*  Home-Stake Oil & Gas Company 1997 Incentive Stock Plan.

 5.1*  Opinion of Conner & Winters, A Professional Corporation.

23.1*  Consent of Ernst & Young LLP.

23.2   Consent of Conner & Winters, A Professional Corporation (included in
       Exhibit 5.1).

24  *  Power of Attorney (included on page II-5 of this Registration Statement).
---------
  *    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  of  the   securities   registered   hereby,   a
                    post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act;

              (ii)  To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement;

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

     provided,  however, that the undertakings set forth in paragraphs (a)(1)(i)
     and  (a)(1)(ii)  above  do not  apply  if the  information  required  to be
     included in a post-effective  amendment by those paragraphs is contained in
     periodic reports filed by the Registrant  pursuant to Section 13 or Section
     15(d) of the  Exchange  Act  that are  incorporated  by  reference  in this
     Registration Statement.

                                      II-3
(2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

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

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

                                                      II-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 Tulsa, State of Oklahoma on the 15th day of November,
1999.

                                 Home-Stake Oil & Gas Company

                                 By: /s/ Robert C. Simpson
                                     ----------------------------------
                                     Chairman, Chief Executive
                                     Officer and President

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below  constitutes and appoints Robert C. Simpson and Chris K. Corcoran,
each of them, his true and lawful  attorneys-in-fact  and agents with full power
of  substitution,  for him and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and agents,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents, or his or their  substitutes,  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 below by the  following  persons in the
capacities and on the dates indicated:

       SIGNATURE                    TITLE                            DATE

  /s/ Robert C. Simpson     Chairman of the Board,            November 15, 1999
--------------------------- Chief Executive Officer,
Robert C. Simpson           President and Director
                            (principal executive officer)

  /s/ Chris K. Corcoran     Executive Vice President,         November 15, 1999
--------------------------- Chief Financial Officer,
Chris K. Corcoran           Secretary and Director
                            (principal financial officer
                            and principal accounting officer)

  /s/ L.W. Allegood         Director                          November 15, 1999
---------------------------
L.W. Allegood

  /s/ Larry F. Grindstaff   Director                          November 15, 1999
---------------------------
Larry F. Grindstaff

                                      II-5
/s/ Ronald O. Gutman      Director                          November 15, 1999
---------------------------
Ronald O. Gutman

  /s/ James L. Houghton     Director                          November 15, 1999
---------------------------
James L. Houghton

  /s/ Joseph J. McCain, Jr. Director                          November 15, 1999
---------------------------
Joseph J. McCain, Jr.

  /s/ I. Wistar Morris, III Director                          November 15, 1999
---------------------------
I. Wistar Morris, III

                                      II-6