<PAGE>
 
As filed with the Securities and
Exchange Commission on May 10, 1996                 Registration No. 33-_______ 


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ___________________

                            DATASTREAM SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                       57-0813674
 (State or other jurisdiction of                       (I.R.S. Employer 
  incorporation or organization)                      Identification No.)
                                       
                              50 Datastream Plaza
                        Greenville, South Carolina 29605
                    (Address of principal executive offices)
                              ___________________


                            DATASTREAM SYSTEMS, INC.
              AMENDED AND RESTATED STOCK OPTION PLAN FOR DIRECTORS

                            (Full title of the plan)
                              ___________________

                               Larry G. Blackwell
          Chairman of the Board, President and Chief Executive Officer
                            Datastream Systems, Inc.
                              50 Datastream Plaza
                        Greenville, South Carolina 29605
                                  864/442-5001
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                With a copy to:
                            J. Stephen Hufford, Esq.
                               Hunton & Williams
                         NationsBank Plaza - Suite 4100
                          600 Peachtree Street, N. E.
                          Atlanta, Georgia 30308-2216
                                  404/888-4045
<TABLE>
<CAPTION>
 
             CALCULATION OF REGISTRATION FEE
<S>                                  <C>           <C>                  <C>                  <C>
============================================================================================================ 
                                                   Proposed maximum     Proposed maximum
Title of securities                  Amount to be   offering price         aggregate            Amount of
to be registered                      registered     per share(1)       offering price(1)  registration fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, $.01                     100,000         $31.625         $3,162,500.00          $1,090.52
par value..........................     shares
============================================================================================================ 
 
   (1) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $31.625 per share,
which was the average of the high and low prices of the registrant's Common
Stock on May 9, 1996, as reported in The Wall Street Journal.
</TABLE>
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


          The documents containing the information required by Part I will be
sent or given to directors as specified in Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").  Such information is
not required to be filed with the Securities and Exchange Commission (the
"Commission").


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Datastream Systems, Inc. (the
"Company") with the Commission are incorporated herein by reference and made a
part hereof:

          (i)  The Company's Annual Report on Form 10-K for the year ended 
               December 31, 1995; and

          (ii) The description of the Company's Common Stock, $.01 par value per
               share, contained in the Company's Registration Statement on Form
               8-A (Registration No. 025590).

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all 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 filing of such documents.  Any statement
contained in a document incorporated by reference herein 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 other subsequently filed document
that is incorporated by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      II-1
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action, if they had no reasonable cause to believe their conduct was unlawful.
A director or officer may be indemnified against expenses incurred in connection
with a derivative suit if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable for negligence or misconduct in the performance of his or
her duty to the corporation.  The statutory indemnification is not exclusive of
any rights provided by any by-law, agreement, vote of shareholders or
disinterested directors or otherwise.

          Article VII of the Company's Amended and Restated Certificate of
Incorporation sets forth the extent to which the Company's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities.  Such indemnification
will be provided to the full extent permitted and in the manner required by the
General Corporation Law of Delaware.  Article XII of the Company's By-laws also
provides that the directors and officers of the Company will be indemnified
against any losses incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Company or served with another corporation, partnership, joint venture,
trust or other enterprise at the request of the Company and will provide
advances, for expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances, unless it is ultimately determined that he is
not entitled to indemnification by the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          a.  The following exhibits are furnished herewith or incorporated by
              reference into this Registration Statement:

Exhibit No.
- -----------

4.3*   Specimen Stock Certificate.

5      Opinion of Hunton & Williams.

23.1   Consent of KPMG Peat Marwick LLP, independent certified public
       accountants.

23.2   Consent of Hunton & Williams (included as part of Exhibit 5).

24     Power of Attorney (included as part of signature page).

______________________________

* Incorporated by reference to exhibit of the same number to the Company's
  Form S-1 Registration Statement (Registration No. 33-89498).

                                      II-2
<PAGE>
 
     b.  The Company hereby undertakes to submit the Amended and Restated
         Datastream Systems, Inc. Stock Option Plan for Directors (the "Plan")
         to the Internal Revenue Service (the "IRS") in a timely manner and make
         all changes to the Plan required by the IRS in order to qualify the
         Plan under Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

     (a) The Company 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;

            (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 and 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 20 percent 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 by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

     (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.
                                               ---- ----                  

                                      II-3
<PAGE>
 
     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other  than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                   [Signatures appear on the following page.]

                                      II-4
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Greenville, State of South Carolina on this 10th day
of May, 1996.

                                       DATASTREAM SYSTEMS, INC.


                                       By /s/ Larry G. Blackwell      
                                          -----------------------------------
                                              Larry G. Blackwell
                                              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 hereby authorizes each of Larry G. Blackwell and Daniel H. Christie to
execute in the name of each such person, and to file any amendment, including
any post-effective amendment, to the registration statement making such changes
in the registration statement as the registrant deems appropriate, and appoints
each of Messrs. Blackwell and Christie as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all amendments and post-
effective amendments to the registration statement.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of the 10th day of May, 1996.
 
              Signature                                   Title
              ---------                                   -----                 
 
/s/ Larry G. Blackwell                      Chairman of the Board, President and
- --------------------------------------      Chief Executive Officer (principal
    Larry G. Blackwell                      executive officer)
 
 
/s/ Daniel H. Christie                      Chief Financial Officer (principal
- --------------------------------------      financial and accounting officer)
    Daniel H. Christie
 
 
                                            
/s/ Kenneth D. Tracy                        Director
- --------------------------------------              
    Kenneth D. Tracy                                
                                                    
                                                    
                                                    
/s/ Richard T. Brock                        Director
- --------------------------------------              
    Richard T. Brock                                
                                                    
                                                    
                                                    
/s/ John M. Sterling, Jr.                   Director
- --------------------------------------              
    John M. Sterling, Jr.                           
                                                    
                                                    
                                                    
/s/ Ira D. Cohen                            Director 
- --------------------------------------
    Ira D. Cohen

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
                                                                              Sequentially
Exhibit No.                           Description                             Numbered Page
- -----------                           -----------                             -------------
<C>            <S>                                                            <C>
     4.3*      Specimen Stock Certificate.                                          N/A
   
     5         Opinion of Hunton & Williams.                                        8
 
     23.1      Consent of KPMG Peat Marwick LLP, independent certified
               public accountants.                                                  9 
 
     23.2      Consent of Hunton & Williams (included as part of Exhibit 5).        N/A
 
     24        Power of Attorney (included as part of signature page).              N/A
</TABLE>
______________________________

  *  Incorporated by reference to exhibit of the same number to the
     Company's Form S-1 Registration Statement (Registration No. 33-89498).

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18698}]
{"company-data": {"conformed-name": "DATASTREAM SYSTEMS INC", "cik": "0000938481", "assigned-sic": "7372", "irs-number": "570813674", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03579", "film-number": "96561076"}, "business-address": {"street1": "1200 WOODRUFF RD", "street2": "STE C 40", "city": "GREENVILLE", "state": "SC", "zip": "29607", "phone": "8032976775"}, "mail-address": {"street1": "1200 WOODRUFF RD", "street2": "STE C 40", "city": "GREENVILLE", "state": "SC", "zip": "29607"}}
As filed with the Securities and
Exchange Commission on May 10, 1996                 Registration No. 33-_______ 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               __________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ___________________

                            DATASTREAM SYSTEMS, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                       57-0813674
 (State or other jurisdiction of                       (I.R.S. Employer 
  incorporation or organization)                      Identification No.)
                                       
                              50 Datastream Plaza
                        Greenville, South Carolina 29605
                    (Address of principal executive offices)
                              ___________________

                            DATASTREAM SYSTEMS, INC.
              AMENDED AND RESTATED STOCK OPTION PLAN FOR DIRECTORS

                            (Full title of the plan)
                              ___________________

                               Larry G. Blackwell
          Chairman of the Board, President and Chief Executive Officer
                            Datastream Systems, Inc.
                              50 Datastream Plaza
                        Greenville, South Carolina 29605
                                  864/442-5001
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                With a copy to:
                            J. Stephen Hufford, Esq.
                               Hunton & Williams
                         NationsBank Plaza - Suite 4100
                          600 Peachtree Street, N. E.
                          Atlanta, Georgia 30308-2216
                                  404/888-4045
CALCULATION OF REGISTRATION FEE
============================================================================================================ 
                                                   Proposed maximum     Proposed maximum
Title of securities                  Amount to be   offering price         aggregate            Amount of
to be registered                      registered     per share(1)       offering price(1)  registration fee
- ------------------------------------------------------------------------------------------------------------
Common Stock, $.01                     100,000         $31.625         $3,162,500.00          $1,090.52
par value..........................     shares
============================================================================================================ 
 
   (1) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $31.625 per share,
which was the average of the high and low prices of the registrant's Common
Stock on May 9, 1996, as reported in The Wall Street Journal.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing the information required by Part I will be
sent or given to directors as specified in Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").  Such information is
not required to be filed with the Securities and Exchange Commission (the
"Commission").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Datastream Systems, Inc. (the
"Company") with the Commission are incorporated herein by reference and made a
part hereof:

          (i)  The Company's Annual Report on Form 10-K for the year ended 
               December 31, 1995; and

          (ii) The description of the Company's Common Stock, $.01 par value per
               share, contained in the Company's Registration Statement on Form
               8-A (Registration No. 025590).

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all 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 filing of such documents.  Any statement
contained in a document incorporated by reference herein 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 other subsequently filed document
that is incorporated by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

                                      II-1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action, if they had no reasonable cause to believe their conduct was unlawful.
A director or officer may be indemnified against expenses incurred in connection
with a derivative suit if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made without court approval if such person
was adjudged liable for negligence or misconduct in the performance of his or
her duty to the corporation.  The statutory indemnification is not exclusive of
any rights provided by any by-law, agreement, vote of shareholders or
disinterested directors or otherwise.

          Article VII of the Company's Amended and Restated Certificate of
Incorporation sets forth the extent to which the Company's directors and
officers may be indemnified against liabilities and other monetary expenses
which they may incur while serving in such capacities.  Such indemnification
will be provided to the full extent permitted and in the manner required by the
General Corporation Law of Delaware.  Article XII of the Company's By-laws also
provides that the directors and officers of the Company will be indemnified
against any losses incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Company or served with another corporation, partnership, joint venture,
trust or other enterprise at the request of the Company and will provide
advances, for expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances, unless it is ultimately determined that he is
not entitled to indemnification by the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          a.  The following exhibits are furnished herewith or incorporated by
              reference into this Registration Statement:

Exhibit No.
- -----------

4.3*   Specimen Stock Certificate.

5      Opinion of Hunton & Williams.

23.1   Consent of KPMG Peat Marwick LLP, independent certified public
       accountants.

23.2   Consent of Hunton & Williams (included as part of Exhibit 5).

24     Power of Attorney (included as part of signature page).

______________________________

* Incorporated by reference to exhibit of the same number to the Company's
  Form S-1 Registration Statement (Registration No. 33-89498).

                                      II-2
b.  The Company hereby undertakes to submit the Amended and Restated
         Datastream Systems, Inc. Stock Option Plan for Directors (the "Plan")
         to the Internal Revenue Service (the "IRS") in a timely manner and make
         all changes to the Plan required by the IRS in order to qualify the
         Plan under Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

     (a) The Company 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;

            (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 and 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 20 percent 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 by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

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

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

     (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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.
                                               ---- ----                  

                                      II-3
(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other  than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                   [Signatures appear on the following page.]

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Greenville, State of South Carolina on this 10th day
of May, 1996.

                                       DATASTREAM SYSTEMS, INC.

                                       By /s/ Larry G. Blackwell      
                                          -----------------------------------
                                              Larry G. Blackwell
                                              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 hereby authorizes each of Larry G. Blackwell and Daniel H. Christie to
execute in the name of each such person, and to file any amendment, including
any post-effective amendment, to the registration statement making such changes
in the registration statement as the registrant deems appropriate, and appoints
each of Messrs. Blackwell and Christie as attorney-in-fact to sign in his behalf
individually and in each capacity stated below and file all amendments and post-
effective amendments to the registration statement.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of the 10th day of May, 1996.
 
              Signature                                   Title
              ---------                                   -----                 
 
/s/ Larry G. Blackwell                      Chairman of the Board, President and
- --------------------------------------      Chief Executive Officer (principal
    Larry G. Blackwell                      executive officer)
 
 
/s/ Daniel H. Christie                      Chief Financial Officer (principal
- --------------------------------------      financial and accounting officer)
    Daniel H. Christie
 
 
                                            
/s/ Kenneth D. Tracy                        Director
- --------------------------------------              
    Kenneth D. Tracy                                
                                                    
                                                    
                                                    
/s/ Richard T. Brock                        Director
- --------------------------------------              
    Richard T. Brock                                
                                                    
                                                    
                                                    
/s/ John M. Sterling, Jr.                   Director
- --------------------------------------              
    John M. Sterling, Jr.                           
                                                    
                                                    
                                                    
/s/ Ira D. Cohen                            Director 
- --------------------------------------
    Ira D. Cohen

                                      II-5
EXHIBIT INDEX
Sequentially
Exhibit No.                           Description                             Numbered Page
- -----------                           -----------                             -------------
4.3*      Specimen Stock Certificate.                                          N/A
   
     5         Opinion of Hunton & Williams.                                        8
 
     23.1      Consent of KPMG Peat Marwick LLP, independent certified
               public accountants.                                                  9 
 
     23.2      Consent of Hunton & Williams (included as part of Exhibit 5).        N/A
 
     24        Power of Attorney (included as part of signature page).              N/A
______________________________

  *  Incorporated by reference to exhibit of the same number to the
     Company's Form S-1 Registration Statement (Registration No. 33-89498).

                                      II-6