<PAGE>

     As filed with the Securities and Exchange Commission on July 13, 1999
                                                  Registration No. _____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                            AIRTRAN HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)

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

           Nevada                                              58-2189551
(State or other Jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                              9955 AirTran Blvd.
                            Orlando, Florida 32827

                         (Address, including zip code,
                 of registrant's principal executive offices)

                        AIRTRAN 1996 STOCK OPTION PLAN
                           (Full title of the plan)

                             Leslie C. Head, Esq.
                              9955 AirTran Blvd.
                            Orlando, Florida 32827
                                (407) 251-5600

           (Name, address, including zip code, and telephone number
                  including area code, of agent for service)

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

                                  Copies to:
                           Robert B. Goldberg, Esq.
                Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
                                   Suite 400
                           3490 Piedmont Road, N.E.
                            Atlanta, Georgia 30305
                                (404) 233-2800


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
                                                                           Proposed          Proposed
                                                           Amount          Maximum           Maximum         Amount of
Title of Securities                                        to be        Offering Price      Aggregate       Registration
to be Registered                                        Registered      Per Share (1)    Offering Price         Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>              <C>                <C>
Common Stock, $.001 par value per share              5,000,000 shares       $5.83         $29,150,000         $8,103.70
============================================================================================================================
</TABLE>

(1) The price is estimated in accordance with Rule 457(h)(1) under the
    Securities Act of 1933, as amended, solely for the purpose of calculating
    the registration fee and is equal to the average of the high and low sales
    prices of the Common Stock as reported on the NASDAQ Stock Market on July 7,
    1999.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
Item 1:   Plan Information                                                 *
Item 2:   Registrant Information and Employee Plan Annual Information      *
Item 3:   Incorporation of Documents by Reference                          3
Item 4:   Description of Securities                                        3
Item 5:   Interests of Named Experts and Counsel                           3
Item 6:   Indemnification of Directors and Officers                        3
Item 7:   Exemption From Registration Claimed                              4
Item 8:   Exhibits                                                         4
Item 9:   Undertakings                                                     4
</TABLE>

* Separately given to participants.  Pursuant to the rules for filing a
  Registration Statement on Form S-8, such information is contained in a
  document which does not constitute a part of this Registration Statement but
  which shall, together with the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II hereof, constitute a
  prospectus under Section 10(a) of the Securities Act of 1933.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1:   Plan information

          Omitted.

Item 2:   Registrant Information and Employee Plan Annual Information

          Omitted.

                                      -2-
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The following documents filed by AirTran Holdings, Inc. (the "Company")
with the Commission are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1998.

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31,1999.

     (c)  The description of the Company's Common Stock set forth in the
          Company's registration statement filed pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
          any amendment or report filed for the purpose of updating any such
          description.

     In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement.  Any 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

          The legality of the Common Stock offered hereby has been passed on for
the Company by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta, Georgia.
Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. own
19,513 shares of Common Stock of the Company.

Item 6.   Indemnification of Directors and Officers

     The Company's Articles of Incorporation provide that directors of the
Company will not be personally liable for monetary damages to the Company for
certain breaches of their fiduciary duty as directors to the fullest extent
allowable by Nevada law.  Under current Nevada law, directors would remain
liable for:  (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, and (ii) approval of certain illegal dividends or
redemptions.  In appropriate circumstances, equitable remedies or nonmonetary
relief, such as an injunction, will remain available to a stockholder seeking
redress from any such violation.  In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Company).

                                      -3-
<PAGE>

     The Company also has the obligation, pursuant to the Company's By-laws, to
indemnify any director or officer of the Company for all expenses incurred by
them in connection with any legal action brought or threatened against such
person for or on account of any action or omission alleged to have been
committed while acting in the course and scope of the person's duties, if the
person acted in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to criminal actions, had no reasonable cause to believe the person's conduct was
unlawful, provided that such indemnification is made pursuant to then existing
provisions of Nevada Revised Statutes at the time of any such indemnification.

Item 7.   Exemption from Registration Claimed

          Not Applicable.

Item 8.   Exhibits

     4.1   --   AirTran 1996 Stock Option Plan. Incorporated by reference to the
                Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1996, Commission File No. 0-26914, filed with the
                Commission on March 31, 1997.

     4.2   --   Form of Stock Option Agreement under Stock Option Plan.

     5     --   Opinion of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.

     23.1  --   Consent of Ernst & Young LLP.

     23.2  --   Consent of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
                (included in Exhibit 5).

Item 9.   Undertakings

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (1)(i) and (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 by the Registrant

                                      -4-
<PAGE>

pursuant to Section 13 or 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

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

                                      -5-
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on the 9/th/ day of July,
1999.

                              AIRTRAN HOLDINGS, INC.


                              By: /s/ Joseph B. Leonard
                                  ---------------------------------------------
                                  Joseph B. Leonard, Chairman of the Board and
                                  President (Chief Executive Officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Fornaro and Joseph B. Leonard and
either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, 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 other documents in connection
therewith including, without limitation, any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
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 below.


/s/ Joseph B. Leonard           Chairman of the Board,            July 9, 1999
---------------------------     President (Chief Executive
    Joseph B. Leonard           Officer) and Director

/s/ Robert L. Fornaro           Chief Financial Officer           July 9, 1999
---------------------------
    Robert L. Fornaro

/s/ David W. Lancelot           Vice President,                   July 9, 1999
---------------------------     Controller (principal
    David W. Lancelot           accounting officer)

/s/ Don L. Chapman              Director                          July 9, 1999
---------------------------
    Don L. Chapman

/s/ John K. Ellingboe           Director                          July 9, 1999
---------------------------
    John K. Ellingboe

/s/ Lewis H. Jordan             Director                          July 9, 1999
---------------------------
    Lewis H. Jordan

/s/ Robert L. Priddy            Director                          July 9, 1999
---------------------------
    Robert L. Priddy

                                Director                          July 9, 1999
---------------------------
    Robert D. Swenson

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16693}]
{"company-data": {"conformed-name": "AIRTRAN HOLDINGS INC", "cik": "0000948846", "assigned-sic": "4512", "irs-number": "582189551", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82727", "film-number": "99663335"}, "business-address": {"street1": "9955 AIRTRAN BLVD", "city": "ORLANDO", "state": "FL", "zip": "32827", "phone": "4072515600"}, "mail-address": {"street1": "9955 AIRTRAN BLVD", "city": "ORLANDO", "state": "FL", "zip": "32827"}}
As filed with the Securities and Exchange Commission on July 13, 1999
                                                  Registration No. _____________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                            AIRTRAN HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)

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

           Nevada                                              58-2189551
(State or other Jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                              9955 AirTran Blvd.
                            Orlando, Florida 32827

                         (Address, including zip code,
                 of registrant's principal executive offices)

                        AIRTRAN 1996 STOCK OPTION PLAN
                           (Full title of the plan)

                             Leslie C. Head, Esq.
                              9955 AirTran Blvd.
                            Orlando, Florida 32827
                                (407) 251-5600

           (Name, address, including zip code, and telephone number
                  including area code, of agent for service)

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

                                  Copies to:
                           Robert B. Goldberg, Esq.
                Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
                                   Suite 400
                           3490 Piedmont Road, N.E.
                            Atlanta, Georgia 30305
                                (404) 233-2800

                        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 (1)    Offering Price         Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share              5,000,000 shares       $5.83         $29,150,000         $8,103.70
============================================================================================================================
(1) The price is estimated in accordance with Rule 457(h)(1) under the
    Securities Act of 1933, as amended, solely for the purpose of calculating
    the registration fee and is equal to the average of the high and low sales
    prices of the Common Stock as reported on the NASDAQ Stock Market on July 7,
    1999.
TABLE OF CONTENTS
Item 1:   Plan Information                                                 *
Item 2:   Registrant Information and Employee Plan Annual Information      *
Item 3:   Incorporation of Documents by Reference                          3
Item 4:   Description of Securities                                        3
Item 5:   Interests of Named Experts and Counsel                           3
Item 6:   Indemnification of Directors and Officers                        3
Item 7:   Exemption From Registration Claimed                              4
Item 8:   Exhibits                                                         4
Item 9:   Undertakings                                                     4
* Separately given to participants.  Pursuant to the rules for filing a
  Registration Statement on Form S-8, such information is contained in a
  document which does not constitute a part of this Registration Statement but
  which shall, together with the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II hereof, constitute a
  prospectus under Section 10(a) of the Securities Act of 1933.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1:   Plan information

          Omitted.

Item 2:   Registrant Information and Employee Plan Annual Information

          Omitted.

                                      -2-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed by AirTran Holdings, Inc. (the "Company")
with the Commission are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 1998.

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31,1999.

     (c)  The description of the Company's Common Stock set forth in the
          Company's registration statement filed pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
          any amendment or report filed for the purpose of updating any such
          description.

     In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement.  Any 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

          The legality of the Common Stock offered hereby has been passed on for
the Company by Ellis, Funk, Goldberg, Labovitz & Dokson, P.C., Atlanta, Georgia.
Certain shareholders of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C. own
19,513 shares of Common Stock of the Company.

Item 6.   Indemnification of Directors and Officers

     The Company's Articles of Incorporation provide that directors of the
Company will not be personally liable for monetary damages to the Company for
certain breaches of their fiduciary duty as directors to the fullest extent
allowable by Nevada law.  Under current Nevada law, directors would remain
liable for:  (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law, and (ii) approval of certain illegal dividends or
redemptions.  In appropriate circumstances, equitable remedies or nonmonetary
relief, such as an injunction, will remain available to a stockholder seeking
redress from any such violation.  In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Company).

                                      -3-
The Company also has the obligation, pursuant to the Company's By-laws, to
indemnify any director or officer of the Company for all expenses incurred by
them in connection with any legal action brought or threatened against such
person for or on account of any action or omission alleged to have been
committed while acting in the course and scope of the person's duties, if the
person acted in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the Company, and with respect
to criminal actions, had no reasonable cause to believe the person's conduct was
unlawful, provided that such indemnification is made pursuant to then existing
provisions of Nevada Revised Statutes at the time of any such indemnification.

Item 7.   Exemption from Registration Claimed

          Not Applicable.

Item 8.   Exhibits

     4.1   --   AirTran 1996 Stock Option Plan. Incorporated by reference to the
                Registrant's Annual Report on Form 10-K for the year ended
                December 31, 1996, Commission File No. 0-26914, filed with the
                Commission on March 31, 1997.

     4.2   --   Form of Stock Option Agreement under Stock Option Plan.

     5     --   Opinion of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.

     23.1  --   Consent of Ernst & Young LLP.

     23.2  --   Consent of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
                (included in Exhibit 5).

Item 9.   Undertakings

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

provided, however, that paragraphs (1)(i) and (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 by the Registrant

                                      -4-
pursuant to Section 13 or 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

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

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on the 9/th/ day of July,
1999.

                              AIRTRAN HOLDINGS, INC.

                              By: /s/ Joseph B. Leonard
                                  ---------------------------------------------
                                  Joseph B. Leonard, Chairman of the Board and
                                  President (Chief Executive Officer)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Fornaro and Joseph B. Leonard and
either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, 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 other documents in connection
therewith including, without limitation, any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
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 below.

/s/ Joseph B. Leonard           Chairman of the Board,            July 9, 1999
---------------------------     President (Chief Executive
    Joseph B. Leonard           Officer) and Director

/s/ Robert L. Fornaro           Chief Financial Officer           July 9, 1999
---------------------------
    Robert L. Fornaro

/s/ David W. Lancelot           Vice President,                   July 9, 1999
---------------------------     Controller (principal
    David W. Lancelot           accounting officer)

/s/ Don L. Chapman              Director                          July 9, 1999
---------------------------
    Don L. Chapman

/s/ John K. Ellingboe           Director                          July 9, 1999
---------------------------
    John K. Ellingboe

/s/ Lewis H. Jordan             Director                          July 9, 1999
---------------------------
    Lewis H. Jordan

/s/ Robert L. Priddy            Director                          July 9, 1999
---------------------------
    Robert L. Priddy

                                Director                          July 9, 1999
---------------------------
    Robert D. Swenson

                                      -6-