As filed with the Securities and Exchange Commission on November 25, 2002
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________

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

                              ____________________

                                 THE 3DO COMPANY
             (Exact name of registrant as specified in its charter)

        Delaware                                          94-3177293
------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                200 Cardinal Way
                         Redwood City, California 94063
                               Tel: (650) 385-3000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                       ___________________________________

                                 2002 STOCK PLAN

                        1994 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 James Alan Cook
                  Executive Vice President and General Counsel
                                 The 3DO Company
                                200 Cardinal Way
                         Redwood City, California 94063
                                 (650) 385-3000
            (Name, address and telephone number of agent for service)

                                    Copy to:
                               Neil J. Wolff, Esq.
                               Yoichiro Taku, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------- -------------------- -------------------- --------------------- -------------------
                                                               Proposed maximum      Proposed maximum        Amount of
                                            Amount to be      offering price per    aggregate offering     registration
Title of securities to be registered(1)      registered            share(2)              price(2)              fee(3)
---------------------------------------- -------------------- -------------------- --------------------- -------------------
<S>                                          <C>                   <C>               <C>                     <C>
2002 Stock Plan
Common Stock, Par Value $0.01                4,145,213(3)          $1.835            $7,606,465.86           $ 84.41(3)

1994 Employee Stock Purchase Plan              375,000             $1.560            $  585,000              $ 53.82
Common Stock, Par value $0.01

TOTAL                                        4,520,213                               $1,420,625              $138.23
</TABLE>

                     STATEMENT UNDER GENERAL INSTRUCTION "E"

         The contents of the Registrant's Form S-8 Registration Statements (File
Nos. 33-71620, 33-80872, 34-84248, 33-96562,  333-20877,  333-42737,  333-66799,
333-92621,  333-52004 and 333-84758)  with respect to the 1993  Incentive  Stock
Plan are incorporated by reference into this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The 3DO Company (the  "Company")  hereby  incorporates  by reference in
this registration statement the following documents:

         (1)      The  Company's  latest annual report on Form 10-K for the year
                  ended March 31, 2002 filed  pursuant to Section 13(a) or 15(d)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange Act");

         (2)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarters  ended June 30, 2002 and  September  30, 2002,  filed
                  pursuant to Section 13 of the Exchange Act;

         (3)      The description of the Company's Common Stock contained in the
                  Company's  Registration  Statement on Form S-1 (No.  33-59166)
                  filed  pursuant  to the  Securities  Act of 1933,  as amended,
                  including any amendment filed for the purpose of updating such
                  description;

-------------------------------
         (1) The  securities  to be registered  include  options to acquire such
Common Stock.

         (2) Estimated  pursuant to Rule 457 solely for purposes of  calculating
the registration  fee. As to shares issuable pursuant to the 1994 Employee Stock
Purchase  Plan,  the price is based upon 85% of the  average of the high and low
prices of the Common  Stock on November  21,  2002,  as reported on the National
Association of Securities  Dealers Automated  Quotations  System. As to the 2002
Stock Plan, the price is based upon the average of high and low prices of Common
Stock  on  November  21,  2002,  as  reported  on the  National  Association  of
Securities Dealers Automated Quotations System.

         (3) Including (i) 500,000  shares of common stock approved for the 2002
Stock Plan and plus (ii)  3,645,213  shares of the Common Stock were  registered
under  the  Company's  1993  Incentive  Stock  Plan  on  Form  S-8  registration
statements  (File  Nos.  33-71620,  33-80872,  34-84248,  33-96562,   333-20877,
333-42737,  333-66799,  333-92621, 333-52004 and 333-84758) and were transferred
to the Company's 2002 Stock Plan at the 2002 Annual Meeting of Stockholders held
on September  18, 2002.  The shares of common stock being  carried over from the
old  plan  were  previously  registered  for  which  the  registration  fee  has
previously been paid.

                                       2
<PAGE>

         (4)      The Company's  Report on Form 8-K filed on October 7, 2002 and
                  August 22, 2002,  pursuant to Section 13 of the Exchange  Act;
                  and

         (5)      Definitive  Schedule 14A (Proxy  Statement) filed on September
                  17, 2002  pursuant to Section  14(a) of the Exchange  Act.

         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 to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and  officers in terms  sufficiently  for Board to permit  such  indemnification
under  certain  circumstances  for  liabilities  (including   reimbursement  for
expenses  incurred)  arising under the  Securities  Act of 1933, as amended (the
"Securities  Act").  The Company's  Restated  Certificate of  Incorporation  and
Bylaws,  as amended,  provide for  indemnification  of its directors,  officers,
employees  and other  agents to the maximum  extent  permitted  by the  Delaware
General   Corporation   Law.  In   addition,   the  Company  has  entered   into
Indemnification Agreement with its executive officers and directors. The Company
has  also  purchased  and  maintains  insurance  for  its  officers,  directors,
employees  and agents  against  liabilities  which an officer,  a  director,  an
employee or an agent incur in his or her capacity as such.

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

Exhibit
Number                            DESCRIPTION
------   -----------------------------------------------------------------------
 4.1     Amended and Restated  Certificate  of  Incorporation  of the Company is
         incorporated  by  reference  to Exhibit  3.01 to the  Company's  Annual
         Report on Form 10-K filed with the Securities  and Exchange  Commission
         on July 1, 2002 (No. 000-21336)

 4.2     Amended Bylaws of the Company are  incorporated by reference to Exhibit
         3.05 to the  Company's  Annual  Report  on Form  10-K  filed  with  the
         Securities and Exchange Commission on July 1, 2002 (No. 000-21336)

 4.3     1994 Employee Stock Purchase Plan as amended October 2002

                                       3
<PAGE>

 4.4     2002 Stock Plan is  incorporated  by reference to the Company's DEF 14A
         Proxy  Statement  filed with the Securities and Exchange  Commission on
         September 17, 2002

 5.1     Opinion of Counsel as to legality of securities being registered

23.1     Consent of PricewaterhouseCoopers LLP

23.2     Consent of KPMG LLP

23.3     Consent of Counsel (included in Exhibit 5.1)

24.1     Power of Attorney  (included  in signature  pages to this  registration
         statement)

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   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   registration
                           statement or any material change to such  information
                           in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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.

                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Redwood City, State of California,  on November
22, 2002.

                            THE 3DO COMPANY

                            By: /s/ Richard A. Gelhaus
                                ------------------------------------------------
                                Richard A. Gelhaus, Chief Financial Officer
                                (Principal Financial and Accounting Officer)
                                (Duly Authorized Officer)

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints,  jointly and  severally,  Richard A.
Gelhaus, as his true and lawful  attorney-in-fact  and agent, with full power of
substitution  for him and his name,  place and stead, in any and all capacities,
to sign any and all  amendments  (including  post-effective  amendments) to this
registration  statement  on Form S-8,  and each of the  undersigned  does hereby
ratify and confirm all that each of said attorney and agent, or his substitutes,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on November 22, 2002.

          Signature                                   Title
          ---------                                   -----

/s/ William M. Hawkins, III              Chief Executive Officer, Chairman
---------------------------------        of the Board
    William M. Hawkins, III              (Principal Executive Officer)


/s/ Richard A. Gelhaus                   Senior Vice President and Chief
---------------------------------        Financial Officer (Principal Financial
    Richard A. Gelhaus                   and Accounting Officer)


/s/ H. William Jesse, Jr.                     Director
---------------------------------
    H. William Jesse, Jr.


/s/ William A. Hall                           Director
---------------------------------
    William A. Hall


/s/ Richard S.F. Lehrberg                     Director
---------------------------------
    Richard S.F. Lehrberg
<PAGE>

                                  EXHIBIT INDEX

 4.1     Amended and Restated  Certificate  of  Incorporation  of the Company is
         incorporated  by  reference  to Exhibit  3.01 to the  Company's  Annual
         Report on Form 10-K filed with the Securities  and Exchange  Commission
         on July 1, 2002 (No. 000-21336)

 4.2     Amended Bylaws of the Company are  incorporated by reference to Exhibit
         3.05 to the  Company's  Annual  Report  on Form  10-K  filed  with  the
         Securities and Exchange Commission on July 1, 2002 (No. 000-21336)

 4.3     1994 Employee Stock Purchase Plan as amended October 2002

 4.4     2002 Stock Plan is  incorporated  by reference to the Company's DEF 14A
         Proxy Statement filed on September 17, 2002

 5.1     Opinion of Counsel as to legality of securities being registered

23.1     Consent of PricewaterhouseCoopers LLP

23.2     Consent of KPMG LLP

23.3     Consent of Counsel (included in Exhibit 5.1)

24.1     Power of Attorney  (included  in signature  pages to this  registration
         statement)

                                       1
[{"type": "S-8", "sequence": "1", "filename": "p16328_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17037}]
{"company-data": {"conformed-name": "3DO CO", "cik": "0000898441", "assigned-sic": "7372", "irs-number": "943177293", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101443", "film-number": "02839527"}, "business-address": {"street1": "200 CARDINAL WAY", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6502613000"}, "mail-address": {"street1": "200 CARDINAL WAY", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
As filed with the Securities and Exchange Commission on November 25, 2002
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ____________________

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

                              ____________________

                                 THE 3DO COMPANY
             (Exact name of registrant as specified in its charter)

        Delaware                                          94-3177293
------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                                200 Cardinal Way
                         Redwood City, California 94063
                               Tel: (650) 385-3000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                       ___________________________________

                                 2002 STOCK PLAN

                        1994 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 James Alan Cook
                  Executive Vice President and General Counsel
                                 The 3DO Company
                                200 Cardinal Way
                         Redwood City, California 94063
                                 (650) 385-3000
            (Name, address and telephone number of agent for service)

                                    Copy to:
                               Neil J. Wolff, Esq.
                               Yoichiro Taku, Esq.
                     Wilson Sonsini Goodrich & Rosati, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
---------------------------------------- -------------------- -------------------- --------------------- -------------------
                                                               Proposed maximum      Proposed maximum        Amount of
                                            Amount to be      offering price per    aggregate offering     registration
Title of securities to be registered(1)      registered            share(2)              price(2)              fee(3)
---------------------------------------- -------------------- -------------------- --------------------- -------------------
2002 Stock Plan
Common Stock, Par Value $0.01                4,145,213(3)          $1.835            $7,606,465.86           $ 84.41(3)

1994 Employee Stock Purchase Plan              375,000             $1.560            $  585,000              $ 53.82
Common Stock, Par value $0.01

TOTAL                                        4,520,213                               $1,420,625              $138.23
STATEMENT UNDER GENERAL INSTRUCTION "E"

         The contents of the Registrant's Form S-8 Registration Statements (File
Nos. 33-71620, 33-80872, 34-84248, 33-96562,  333-20877,  333-42737,  333-66799,
333-92621,  333-52004 and 333-84758)  with respect to the 1993  Incentive  Stock
Plan are incorporated by reference into this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The 3DO Company (the  "Company")  hereby  incorporates  by reference in
this registration statement the following documents:

         (1)      The  Company's  latest annual report on Form 10-K for the year
                  ended March 31, 2002 filed  pursuant to Section 13(a) or 15(d)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange Act");

         (2)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarters  ended June 30, 2002 and  September  30, 2002,  filed
                  pursuant to Section 13 of the Exchange Act;

         (3)      The description of the Company's Common Stock contained in the
                  Company's  Registration  Statement on Form S-1 (No.  33-59166)
                  filed  pursuant  to the  Securities  Act of 1933,  as amended,
                  including any amendment filed for the purpose of updating such
                  description;

-------------------------------
         (1) The  securities  to be registered  include  options to acquire such
Common Stock.

         (2) Estimated  pursuant to Rule 457 solely for purposes of  calculating
the registration  fee. As to shares issuable pursuant to the 1994 Employee Stock
Purchase  Plan,  the price is based upon 85% of the  average of the high and low
prices of the Common  Stock on November  21,  2002,  as reported on the National
Association of Securities  Dealers Automated  Quotations  System. As to the 2002
Stock Plan, the price is based upon the average of high and low prices of Common
Stock  on  November  21,  2002,  as  reported  on the  National  Association  of
Securities Dealers Automated Quotations System.

         (3) Including (i) 500,000  shares of common stock approved for the 2002
Stock Plan and plus (ii)  3,645,213  shares of the Common Stock were  registered
under  the  Company's  1993  Incentive  Stock  Plan  on  Form  S-8  registration
statements  (File  Nos.  33-71620,  33-80872,  34-84248,  33-96562,   333-20877,
333-42737,  333-66799,  333-92621, 333-52004 and 333-84758) and were transferred
to the Company's 2002 Stock Plan at the 2002 Annual Meeting of Stockholders held
on September  18, 2002.  The shares of common stock being  carried over from the
old  plan  were  previously  registered  for  which  the  registration  fee  has
previously been paid.

                                       2
(4)      The Company's  Report on Form 8-K filed on October 7, 2002 and
                  August 22, 2002,  pursuant to Section 13 of the Exchange  Act;
                  and

         (5)      Definitive  Schedule 14A (Proxy  Statement) filed on September
                  17, 2002  pursuant to Section  14(a) of the Exchange  Act.

         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 to this registration statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Item 4. Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

         Inapplicable.

Item 6. Indemnification of Directors and Officers

         Section 145 of the Delaware General  Corporation law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and  officers in terms  sufficiently  for Board to permit  such  indemnification
under  certain  circumstances  for  liabilities  (including   reimbursement  for
expenses  incurred)  arising under the  Securities  Act of 1933, as amended (the
"Securities  Act").  The Company's  Restated  Certificate of  Incorporation  and
Bylaws,  as amended,  provide for  indemnification  of its directors,  officers,
employees  and other  agents to the maximum  extent  permitted  by the  Delaware
General   Corporation   Law.  In   addition,   the  Company  has  entered   into
Indemnification Agreement with its executive officers and directors. The Company
has  also  purchased  and  maintains  insurance  for  its  officers,  directors,
employees  and agents  against  liabilities  which an officer,  a  director,  an
employee or an agent incur in his or her capacity as such.

Item 7. Exemption From Registration Claimed

         Inapplicable.

Item 8. Exhibits

Exhibit
Number                            DESCRIPTION
------   -----------------------------------------------------------------------
 4.1     Amended and Restated  Certificate  of  Incorporation  of the Company is
         incorporated  by  reference  to Exhibit  3.01 to the  Company's  Annual
         Report on Form 10-K filed with the Securities  and Exchange  Commission
         on July 1, 2002 (No. 000-21336)

 4.2     Amended Bylaws of the Company are  incorporated by reference to Exhibit
         3.05 to the  Company's  Annual  Report  on Form  10-K  filed  with  the
         Securities and Exchange Commission on July 1, 2002 (No. 000-21336)

 4.3     1994 Employee Stock Purchase Plan as amended October 2002

                                       3
4.4     2002 Stock Plan is  incorporated  by reference to the Company's DEF 14A
         Proxy  Statement  filed with the Securities and Exchange  Commission on
         September 17, 2002

 5.1     Opinion of Counsel as to legality of securities being registered

23.1     Consent of PricewaterhouseCoopers LLP

23.2     Consent of KPMG LLP

23.3     Consent of Counsel (included in Exhibit 5.1)

24.1     Power of Attorney  (included  in signature  pages to this  registration
         statement)

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   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   registration
                           statement or any material change to such  information
                           in the registration statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Redwood City, State of California,  on November
22, 2002.

                            THE 3DO COMPANY

                            By: /s/ Richard A. Gelhaus
                                ------------------------------------------------
                                Richard A. Gelhaus, Chief Financial Officer
                                (Principal Financial and Accounting Officer)
                                (Duly Authorized Officer)

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints,  jointly and  severally,  Richard A.
Gelhaus, as his true and lawful  attorney-in-fact  and agent, with full power of
substitution  for him and his name,  place and stead, in any and all capacities,
to sign any and all  amendments  (including  post-effective  amendments) to this
registration  statement  on Form S-8,  and each of the  undersigned  does hereby
ratify and confirm all that each of said attorney and agent, or his substitutes,
shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities indicated on November 22, 2002.

          Signature                                   Title
          ---------                                   -----

/s/ William M. Hawkins, III              Chief Executive Officer, Chairman
---------------------------------        of the Board
    William M. Hawkins, III              (Principal Executive Officer)

/s/ Richard A. Gelhaus                   Senior Vice President and Chief
---------------------------------        Financial Officer (Principal Financial
    Richard A. Gelhaus                   and Accounting Officer)

/s/ H. William Jesse, Jr.                     Director
---------------------------------
    H. William Jesse, Jr.

/s/ William A. Hall                           Director
---------------------------------
    William A. Hall

/s/ Richard S.F. Lehrberg                     Director
---------------------------------
    Richard S.F. Lehrberg
EXHIBIT INDEX

 4.1     Amended and Restated  Certificate  of  Incorporation  of the Company is
         incorporated  by  reference  to Exhibit  3.01 to the  Company's  Annual
         Report on Form 10-K filed with the Securities  and Exchange  Commission
         on July 1, 2002 (No. 000-21336)

 4.2     Amended Bylaws of the Company are  incorporated by reference to Exhibit
         3.05 to the  Company's  Annual  Report  on Form  10-K  filed  with  the
         Securities and Exchange Commission on July 1, 2002 (No. 000-21336)

 4.3     1994 Employee Stock Purchase Plan as amended October 2002

 4.4     2002 Stock Plan is  incorporated  by reference to the Company's DEF 14A
         Proxy Statement filed on September 17, 2002

 5.1     Opinion of Counsel as to legality of securities being registered

23.1     Consent of PricewaterhouseCoopers LLP

23.2     Consent of KPMG LLP

23.3     Consent of Counsel (included in Exhibit 5.1)

24.1     Power of Attorney  (included  in signature  pages to this  registration
         statement)

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