As filed with the Securities and Exchange Commission on June 27, 1995

                                                  Registration No. 33-     

============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 MARK VII, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Missouri                                43-1074964
- --------------------------------             -------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

                  10100 N.W. Executive Hills Blvd., Suite 200
                          Kansas City, Missouri 64153
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                 MARK VII, INC.
                       1995 OMNIBUS STOCK INCENTIVE PLAN
                       ---------------------------------
                            (Full title of the Plan)

                                Carol L. Clement
                                 Mark VII, Inc.
                        965 Ridge Lake Blvd., Suite 103
                            Memphis, Tennessee 38120
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (901) 767-4455
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Randall B. Sunberg, Esq.
                           Shook, Hardy & Bacon P.C.
                             One Kansas City Place
                                1200 Main Street
                        Kansas City, Missouri 64105-2118
                                 (816) 474-6550

                        CALCULATION OF REGISTRATION FEE
=============================================================================
                                        Proposed    Proposed
                                        maximum     maximum
Title of                 Amount         offering    aggregate    Amount of
Securities to            to be          price per   offering     registration
be Registered            registered(1)  unit(2)     price(2)     fee
- -----------------------------------------------------------------------------
Common Stock, par value
$.10 per share.........  600,000        $16.375     $9,825,000   $3,390
=============================================================================
(1)  This Registration Statement relates to 600,000 shares of Common Stock to
     be covered by the Mark VII, Inc. 1995 Omnibus Stock Incentive Plan (the
     "Plan").  Pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate number of shares
     which by reason of certain events specified in the Plan may become
     subject to the Plan.

(2)  Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely
     for the purpose of calculating the registration fee and based upon the
     average of the high and low prices of the Common Stock as reported by
     the Nasdaq Stock Market on June 22, 1995.

=============================================================================
                                PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Mark VII, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated in and made a part of this Registration Statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any
subsequently filed document incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1994.

     2.   The Company's Quarterly Report on Form 10-Q for the period ended
          April 1, 1995.

     3.   The Company's Current Report on Form 8-K dated May 9, 1995.

     4.   The description of the Common Stock set forth in the Company's
          Registration Statement on Form 8-A, as amended, filed with the
          Commission on July 23, 1986.

          All other documents filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Pursuant to Section 351.355 of The General and Business Corporation
Law of Missouri and the Company's charter documents, and subject to the
procedures and limitations stated therein, the Company shall indemnify any
person who is made a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of his or her being or
having been a director or officer of the Company or serving or having served
as a director, officer, employee or agent of another entity at the Company's
request, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, other than an action by or
in the right of the corporation, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The Company shall also indemnify such persons against expenses
(including attorneys' fees) in actions, suits or proceedings brought by or in
the right of the Company, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Company.  The statute and charter documents provide that such indemnification
is not exclusive of other rights of indemnification to which such persons may
be entitled.

     The Company maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits
or proceedings, and certain liabilities that might be imposed as a result of
such actions, suits or proceedings, to which they are parties by reason of
being or having been directors or officers of the Company.

ITEM 8.   EXHIBITS.

     Number
     ------

     4.1       The Company's Restated Articles of Incorporation (incorporated
               by reference to Exhibit 3(a) to the Registration Statement on
               Form S-1 (File No. 33-6550))

     4.2       Amendment No. 1 to the Company's Restated Articles of
               Incorporation (incorporated by reference to Exhibit 4.2 to the 
               Registration Statement on Form S-8 (File No. 33-86174))

     4.3       Amended and Restated By-Laws of the Company (incorporated by
               reference to Exhibit 3(b) to the Company's Annual Report on
               Form 10-K for the fiscal year ended January 1, 1994)

     4.4       Specimen Common Stock Certificate (incorporated by reference
               to Exhibit 4.4 to the Registration Statement on Form S-8 (File
               No. 33-86174))

     4.5       Mark VII, Inc. 1995 Omnibus Stock Incentive Plan (incorporated
               by reference to Annex A to the Company's Proxy Statement
               relating to the 1995 Annual Meeting of Shareholders filed with
               the Commission on April 21, 1995)

     5.1       Opinion of Shook, Hardy & Bacon P.C.

     23.1      Consent of Arthur Andersen LLP

     23.2      Consent of Shook, Hardy & Bacon P.C. (contained in
               Exhibit 5.1)

     24.1      Power of Attorney (contained on signature pages hereto)

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the Registration Statement.  Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the total
     dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

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

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

          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 Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 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.

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


                                   SIGNATURES

          THE REGISTRANT.  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 Kansas City, State of
Missouri, on June 27, 1995.
                                                                   
                                        MARK VII, INC.

                                                                      
                                        By: /s/ R.C. Matney
                                      --------------------------------------
                                        R.C. Matney
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                                                           
                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Michael Head and James T. Graves
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, 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 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 to be done, 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 any of them or
their or his substitute or 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 by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                     TITLE                         DATE
     ---------                     -----                         ----

/s/ R.C. Matney
- ---------------------    Chairman of the Board, President,     June 27, 1995
R.C. Matney              Chief Executive Officer and Director 
                         (Principal Executive Officer)

/s/ J. Michael Head
- ---------------------    Executive Vice President, Chief       June 27, 1995
J. Michael Head          Financial Officer, Treasurer and
                         Director (Principal Financial and 
                         Accounting Officer)

/s/ James T. Graves
- ---------------------    Vice Chairman, Secretary,             June 27, 1995
James T. Graves          General Counsel and Director

/s/ David H. Wedaman
- ---------------------    Executive Vice President, Chief       June 27, 1995
David H. Wedaman         Operating Officer and Director

/s/ Douglass Wm. List
- ---------------------    Director                              June 27, 1995
Douglass Wm. List

/s/ William E. Greenwood
- ---------------------    Director                              June 27, 1995
William E. Greenwood

/s/ Jay U. Sterling
- ---------------------    Director                              June 27, 1995
Dr. Jay U. Sterling
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{"company-data": {"conformed-name": "MARK VII INC", "cik": "0000795425", "assigned-sic": "4213", "irs-number": "431074964", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60595", "film-number": "95549377"}, "business-address": {"street1": "10100 NW EXECUTIVE HILLS BLVD", "street2": "STE 200", "city": "KANSAS CITY", "state": "MO", "zip": "64153", "phone": "8168910500"}, "former-company": [{"former-conformed-name": "MNX INC", "date-changed": "19920703"}, {"former-conformed-name": "MNX TRUCKING", "date-changed": "19870512"}]}
As filed with the Securities and Exchange Commission on June 27, 1995

                                                  Registration No. 33-     

============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 MARK VII, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          Missouri                                43-1074964
- --------------------------------             -------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

                  10100 N.W. Executive Hills Blvd., Suite 200
                          Kansas City, Missouri 64153
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                 MARK VII, INC.
                       1995 OMNIBUS STOCK INCENTIVE PLAN
                       ---------------------------------
                            (Full title of the Plan)

                                Carol L. Clement
                                 Mark VII, Inc.
                        965 Ridge Lake Blvd., Suite 103
                            Memphis, Tennessee 38120
                    ---------------------------------------
                    (Name and address of agent for service)

                                 (901) 767-4455
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Randall B. Sunberg, Esq.
                           Shook, Hardy & Bacon P.C.
                             One Kansas City Place
                                1200 Main Street
                        Kansas City, Missouri 64105-2118
                                 (816) 474-6550

                        CALCULATION OF REGISTRATION FEE
=============================================================================
                                        Proposed    Proposed
                                        maximum     maximum
Title of                 Amount         offering    aggregate    Amount of
Securities to            to be          price per   offering     registration
be Registered            registered(1)  unit(2)     price(2)     fee
- -----------------------------------------------------------------------------
Common Stock, par value
$.10 per share.........  600,000        $16.375     $9,825,000   $3,390
=============================================================================
(1)  This Registration Statement relates to 600,000 shares of Common Stock to
     be covered by the Mark VII, Inc. 1995 Omnibus Stock Incentive Plan (the
     "Plan").  Pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate number of shares
     which by reason of certain events specified in the Plan may become
     subject to the Plan.

(2)  Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely
     for the purpose of calculating the registration fee and based upon the
     average of the high and low prices of the Common Stock as reported by
     the Nasdaq Stock Market on June 22, 1995.

=============================================================================
                                PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Mark VII, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are
incorporated in and made a part of this Registration Statement by reference,
except to the extent that any statement or information therein is modified,
superseded or replaced by a statement or information contained in any
subsequently filed document incorporated herein by reference:

     1.   The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1994.

     2.   The Company's Quarterly Report on Form 10-Q for the period ended
          April 1, 1995.

     3.   The Company's Current Report on Form 8-K dated May 9, 1995.

     4.   The description of the Common Stock set forth in the Company's
          Registration Statement on Form 8-A, as amended, filed with the
          Commission on July 23, 1986.

          All other documents filed pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Pursuant to Section 351.355 of The General and Business Corporation
Law of Missouri and the Company's charter documents, and subject to the
procedures and limitations stated therein, the Company shall indemnify any
person who is made a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of his or her being or
having been a director or officer of the Company or serving or having served
as a director, officer, employee or agent of another entity at the Company's
request, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, other than an action by or
in the right of the corporation, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful.  The Company shall also indemnify such persons against expenses
(including attorneys' fees) in actions, suits or proceedings brought by or in
the right of the Company, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
Company.  The statute and charter documents provide that such indemnification
is not exclusive of other rights of indemnification to which such persons may
be entitled.

     The Company maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits
or proceedings, and certain liabilities that might be imposed as a result of
such actions, suits or proceedings, to which they are parties by reason of
being or having been directors or officers of the Company.

ITEM 8.   EXHIBITS.

     Number
     ------

     4.1       The Company's Restated Articles of Incorporation (incorporated
               by reference to Exhibit 3(a) to the Registration Statement on
               Form S-1 (File No. 33-6550))

     4.2       Amendment No. 1 to the Company's Restated Articles of
               Incorporation (incorporated by reference to Exhibit 4.2 to the 
               Registration Statement on Form S-8 (File No. 33-86174))

     4.3       Amended and Restated By-Laws of the Company (incorporated by
               reference to Exhibit 3(b) to the Company's Annual Report on
               Form 10-K for the fiscal year ended January 1, 1994)

     4.4       Specimen Common Stock Certificate (incorporated by reference
               to Exhibit 4.4 to the Registration Statement on Form S-8 (File
               No. 33-86174))

     4.5       Mark VII, Inc. 1995 Omnibus Stock Incentive Plan (incorporated
               by reference to Annex A to the Company's Proxy Statement
               relating to the 1995 Annual Meeting of Shareholders filed with
               the Commission on April 21, 1995)

     5.1       Opinion of Shook, Hardy & Bacon P.C.

     23.1      Consent of Arthur Andersen LLP

     23.2      Consent of Shook, Hardy & Bacon P.C. (contained in
               Exhibit 5.1)

     24.1      Power of Attorney (contained on signature pages hereto)

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
     the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
     after the effective date of the Registration Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in the Registration Statement.  Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the total
     dollar value of securities offered would not exceed that which was
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20% change in the
     maximum aggregate offering price set forth in the "Calculation of
     Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

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

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

          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 Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 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.

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

                                   SIGNATURES

          THE REGISTRANT.  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 Kansas City, State of
Missouri, on June 27, 1995.
                                                                   
                                        MARK VII, INC.

                                                                      
                                        By: /s/ R.C. Matney
                                      --------------------------------------
                                        R.C. Matney
                                        Chairman of the Board, President and
                                        Chief Executive Officer
                                                                           
                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Michael Head and James T. Graves
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, 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 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 to be done, 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 any of them or
their or his substitute or 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 by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                     TITLE                         DATE
     ---------                     -----                         ----

/s/ R.C. Matney
- ---------------------    Chairman of the Board, President,     June 27, 1995
R.C. Matney              Chief Executive Officer and Director 
                         (Principal Executive Officer)

/s/ J. Michael Head
- ---------------------    Executive Vice President, Chief       June 27, 1995
J. Michael Head          Financial Officer, Treasurer and
                         Director (Principal Financial and 
                         Accounting Officer)

/s/ James T. Graves
- ---------------------    Vice Chairman, Secretary,             June 27, 1995
James T. Graves          General Counsel and Director

/s/ David H. Wedaman
- ---------------------    Executive Vice President, Chief       June 27, 1995
David H. Wedaman         Operating Officer and Director

/s/ Douglass Wm. List
- ---------------------    Director                              June 27, 1995
Douglass Wm. List

/s/ William E. Greenwood
- ---------------------    Director                              June 27, 1995
William E. Greenwood

/s/ Jay U. Sterling
- ---------------------    Director                              June 27, 1995
Dr. Jay U. Sterling