As  filed  with  the   Securities  and  Exchange
Commission on March 1, 2000.

                         Registration No. 333-__________

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                                       ------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

-------------------------------------------------------------------------------
                                  ANACOMP, INC.

(Exact name of issuer as specified in its charter)

   Indiana                                             35-1144230
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                            12365 Crosthwaite Circle

                             Poway, California 92064

                                 (858) 679-9797

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

                                  ANACOMP, INC.

               Amended and Restated 1996 Long-Term Incentive Plan

                            (Full title of the plan)
George C. Gaskin                                       Copy to:
Anacomp, Inc.
12365 Crosthwaite Circle                       Laura G. Thatcher
Poway, California 92064                        Alston & Bird LLP
(858) 679-9797                                 1201 West Peachtree Street, N.W.
(Name, address, including zip code,            Atlanta, Georgia 30309-3424
and telephone number,                          (404) 881-7546
including area code, of agent for service)

                           --------------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE

==================================================================================================================================
-------------------------------- ------------------------ --------------------------- ----------------------- --------------------

<S>                               <C>                          <C>                      <C>                    <C>
                                                                   Proposed                  Proposed
                                                                   Maximum                   Maximum
      Title of Securities               Amount to               Offering Price              Aggregate               Amount of
       to be Registered             be Registered (1)           Per Share (2)           Offering Price (2)       Registration Fee
-------------------------------- ------------------------ --------------------------- ----------------------- --------------------
-------------------------------- ------------------------ --------------------------- ----------------------- --------------------

Common Stock, $.01 par value                   750,000                   $17.4375             $13,078,125               $3,452.62

-------------------------------- ------------------------ --------------------------- ----------------------- --------------------
(footnotes on following page)

</TABLE>

<PAGE>



(1)  This registration  statement covers an additional  750,000 shares of Common
     Stock  approved for issuance  under the  registrant's  Amended and Restated
     1996 Long-Term Incentive Plan, which shares may be acquired pursuant to the
     grant or exercise of awards under such plan, and any additional shares that
     may  hereafter   become   issuable  as  a  result  of  the  adjustment  and
     anti-dilution provisions of such plan.

(2)  The offering prices for the shares covered by this  registration  statement
     are estimated  solely for purposes of calculating the  registration  fee in
     accordance with Rule 457(h), based on the average of the high and low sales
     prices of the  Common  Stock  reported  on the  Nasdaq  National  Market on
     February 29, 2000.

 .


<PAGE>


                                      II-5



                                     PART I

              INFORMATION REQUIRED IN The Section 10(a) Prospectus

         The documents  constituting Part I of this registration  statement have
been or will be sent or given to  participants in the  registrant's  Amended and
Restated  1996  Long-Term  Incentive  Plan (the  "Plan")  as  specified  by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  following  documents  are  incorporated  by  reference  into  this
registration  statement  and are deemed to be a part hereof from the date of the
filing of such documents:

         (1) The  Corporation's  Annual  Report on Form 10-K for the fiscal year
ended September 30, 1999.

         (2) All other  reports  filed by the  Corporation  pursuant  to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 as amended (the "Exchange
Act"), since September 30, 1999.

         (3) The  description  of common stock  contained  in the  Corporation's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         (4) All other documents  subsequently filed by the Corporation pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superseded
for the purpose of this  registration  statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which also is, or is
deemed to be,  incorporated  herein by  reference  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

         Not Applicable.



<PAGE>


Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Chapter 37 of the Indiana  Business  Corporation Law (the  "Corporation
Law") and the Amended and Restated  Articles of Incorporation of the Corporation
provide  for  or  permit  indemnification  of  directors  and  officers  of  the
Corporation  under  certain  circumstances.   The  indemnification  provided  is
applicable to claims, actions, suits or proceedings whether arising from actions
or omissions to act in the  director's or officer's  official  capacity or as to
action in any other capacity while holding such office.

         Article  VIII,  Section 5 of the  Corporation's  Amended  and  Restated
Articles of  Incorporation  provides  that  directors  are immune from  personal
liability for any action taken as a director,  or failure to take any action, to
the fullest extent permitted by the Corporation Law and by general principles of
corporate law. The  Corporation Law requires that such action or failure to take
action must constitute  willful  misconduct or recklessness for a director to be
held personally liable.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The exhibits  listed in the Exhibit  Index are included as part of 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:

                           (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 this registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the 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) above do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in this 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  being 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 this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                                 (signatures on following page)


<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 Poway,  State of  California,  on February 29,
2000.

                            ANACOMP, INC.


                            By: /s/ Ralph W. Koehrer

                                Ralph W. Koehrer

                            President, Chief Executive Officer,

                                  and Director

         Know  All Men By These  Presents,  that  each  person  whose  signature
appears below  constitutes  and appoints  Ralph W.  Koehrer,  David B. Hiatt and
George C. Gaskin, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and  resubstitution,  for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and to all intents and purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and  agents,  or any of  them,  or his or her  substitute  or  substitutes,  may
lawfully 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 the 29th day of February, 2000.

                      Signature                     Capacity

     /s/ Ralph W. Koehrer                         President, Chief Executive
-------------------------------                   Officer, and
Ralph W. Koehrer                                  Director
                                                  (Principal Executive Officer)


<PAGE>


     /s/ David B. Hiatt                            Executive Vice President and
-----------------------------------------------
David B. Hiatt                                     Chief Financial Officer
                                                   (Principal Financial and
                                                    Accounting Officer)


     /s/ Talton R. Embry                           Director
-----------------------------------------------
Talton R. Embry

     /s/ Darius W. Gaskins, Jr.                    Director
-----------------------------------------------
Darius W. Gaskins, Jr.


     /s/ Jay P. Gilbertson                         Director
-----------------------------------------------
Jay P. Gilbertson

     /s/ Richard D. Jackson                        Co-Chairman of the Board of
-----------------------------------------------
Richard D. Jackson                                 Directors

     /s/ George A. Poole, Jr.                      Director
-----------------------------------------------
George A. Poole, Jr.


     /s/ Lewis Solomon                             Co-Chairman of the Board of
-----------------------------------------------
Lewis Solomon                                      Directors


<PAGE>





                                  EXHIBIT INDEX

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                        Description

4.1  Amended  and  Restated   Articles  of   Incorporation   of  the  Registrant
     (previously filed and incorporated by reference to the  Corporation's  Form
     10-Q for the quarter ended March 31, 1999,  filed with the  Securities  and
     Exchange Commission (File No. 1-8328)).

4.2  Amended  and  Restated  Bylaws  of the  Registrant  (previously  filed  and
     incorporated  by reference to the  Corporation's  Form 10-Q for the quarter
     ended March 31, 1999,  filed with the  Securities  and Exchange  Commission
     (File No. 1-8328)).

5    Opinion of Counsel as to the legality of the securities being registered.

23.1 Consent of Counsel (contained in the opinion filed as Exhibit 5 hereof).

23.2 Consent of Arthur Andersen LLP.

24   Power  of  Attorney  pursuant  to  which  amendments  to this  registration
     statement may be filed (included on the signature page contained in Part II
     hereof).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16962}]
{"company-data": {"conformed-name": "ANACOMP INC", "cik": "0000006260", "assigned-sic": "3861", "irs-number": "351144230", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31404", "film-number": "558765"}, "business-address": {"street1": "12365 CROSTHWAITE CIRCLE", "city": "POWAY", "state": "CA", "zip": "92064", "phone": "8586799797"}, "mail-address": {"street1": "12365 CROSTHWAITE CIRCLE", "city": "POWAY", "state": "CA", "zip": "92064"}, "former-company": {"former-conformed-name": "COMPUTEC INC", "date-changed": "19740314"}}
As  filed  with  the   Securities  and  Exchange
Commission on March 1, 2000.

                         Registration No. 333-__________

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                                       ------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

-------------------------------------------------------------------------------
                                  ANACOMP, INC.

(Exact name of issuer as specified in its charter)

   Indiana                                             35-1144230
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                            12365 Crosthwaite Circle

                             Poway, California 92064

                                 (858) 679-9797

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

                                  ANACOMP, INC.

               Amended and Restated 1996 Long-Term Incentive Plan

                            (Full title of the plan)
George C. Gaskin                                       Copy to:
Anacomp, Inc.
12365 Crosthwaite Circle                       Laura G. Thatcher
Poway, California 92064                        Alston & Bird LLP
(858) 679-9797                                 1201 West Peachtree Street, N.W.
(Name, address, including zip code,            Atlanta, Georgia 30309-3424
and telephone number,                          (404) 881-7546
including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

==================================================================================================================================
-------------------------------- ------------------------ --------------------------- ----------------------- --------------------
Proposed                  Proposed
                                                                   Maximum                   Maximum
      Title of Securities               Amount to               Offering Price              Aggregate               Amount of
       to be Registered             be Registered (1)           Per Share (2)           Offering Price (2)       Registration Fee
-------------------------------- ------------------------ --------------------------- ----------------------- --------------------
-------------------------------- ------------------------ --------------------------- ----------------------- --------------------

Common Stock, $.01 par value                   750,000                   $17.4375             $13,078,125               $3,452.62

-------------------------------- ------------------------ --------------------------- ----------------------- --------------------
(footnotes on following page)
(1)  This registration  statement covers an additional  750,000 shares of Common
     Stock  approved for issuance  under the  registrant's  Amended and Restated
     1996 Long-Term Incentive Plan, which shares may be acquired pursuant to the
     grant or exercise of awards under such plan, and any additional shares that
     may  hereafter   become   issuable  as  a  result  of  the  adjustment  and
     anti-dilution provisions of such plan.

(2)  The offering prices for the shares covered by this  registration  statement
     are estimated  solely for purposes of calculating the  registration  fee in
     accordance with Rule 457(h), based on the average of the high and low sales
     prices of the  Common  Stock  reported  on the  Nasdaq  National  Market on
     February 29, 2000.

 .
II-5

                                     PART I

              INFORMATION REQUIRED IN The Section 10(a) Prospectus

         The documents  constituting Part I of this registration  statement have
been or will be sent or given to  participants in the  registrant's  Amended and
Restated  1996  Long-Term  Incentive  Plan (the  "Plan")  as  specified  by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The  following  documents  are  incorporated  by  reference  into  this
registration  statement  and are deemed to be a part hereof from the date of the
filing of such documents:

         (1) The  Corporation's  Annual  Report on Form 10-K for the fiscal year
ended September 30, 1999.

         (2) All other  reports  filed by the  Corporation  pursuant  to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 as amended (the "Exchange
Act"), since September 30, 1999.

         (3) The  description  of common stock  contained  in the  Corporation's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         (4) All other documents  subsequently filed by the Corporation pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  deemed
incorporated  herein by reference  shall be deemed to be modified or  superseded
for the purpose of this  registration  statement  to the extent that a statement
contained  herein or in any  subsequently  filed  document  which also is, or is
deemed to be,  incorporated  herein by  reference  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

Item 4.  Description of Securities

         Not Applicable.
Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Chapter 37 of the Indiana  Business  Corporation Law (the  "Corporation
Law") and the Amended and Restated  Articles of Incorporation of the Corporation
provide  for  or  permit  indemnification  of  directors  and  officers  of  the
Corporation  under  certain  circumstances.   The  indemnification  provided  is
applicable to claims, actions, suits or proceedings whether arising from actions
or omissions to act in the  director's or officer's  official  capacity or as to
action in any other capacity while holding such office.

         Article  VIII,  Section 5 of the  Corporation's  Amended  and  Restated
Articles of  Incorporation  provides  that  directors  are immune from  personal
liability for any action taken as a director,  or failure to take any action, to
the fullest extent permitted by the Corporation Law and by general principles of
corporate law. The  Corporation Law requires that such action or failure to take
action must constitute  willful  misconduct or recklessness for a director to be
held personally liable.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The exhibits  listed in the Exhibit  Index are included as part of 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:

                           (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 this registration statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the 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) above do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in this 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  being 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 this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                                 (signatures on following 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 Poway,  State of  California,  on February 29,
2000.

                            ANACOMP, INC.

                            By: /s/ Ralph W. Koehrer

                                Ralph W. Koehrer

                            President, Chief Executive Officer,

                                  and Director

         Know  All Men By These  Presents,  that  each  person  whose  signature
appears below  constitutes  and appoints  Ralph W.  Koehrer,  David B. Hiatt and
George C. Gaskin, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and  resubstitution,  for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and to all intents and purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and  agents,  or any of  them,  or his or her  substitute  or  substitutes,  may
lawfully 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 the 29th day of February, 2000.

                      Signature                     Capacity

     /s/ Ralph W. Koehrer                         President, Chief Executive
-------------------------------                   Officer, and
Ralph W. Koehrer                                  Director
                                                  (Principal Executive Officer)
/s/ David B. Hiatt                            Executive Vice President and
-----------------------------------------------
David B. Hiatt                                     Chief Financial Officer
                                                   (Principal Financial and
                                                    Accounting Officer)

     /s/ Talton R. Embry                           Director
-----------------------------------------------
Talton R. Embry

     /s/ Darius W. Gaskins, Jr.                    Director
-----------------------------------------------
Darius W. Gaskins, Jr.

     /s/ Jay P. Gilbertson                         Director
-----------------------------------------------
Jay P. Gilbertson

     /s/ Richard D. Jackson                        Co-Chairman of the Board of
-----------------------------------------------
Richard D. Jackson                                 Directors

     /s/ George A. Poole, Jr.                      Director
-----------------------------------------------
George A. Poole, Jr.

     /s/ Lewis Solomon                             Co-Chairman of the Board of
-----------------------------------------------
Lewis Solomon                                      Directors
EXHIBIT INDEX

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                        Description

4.1  Amended  and  Restated   Articles  of   Incorporation   of  the  Registrant
     (previously filed and incorporated by reference to the  Corporation's  Form
     10-Q for the quarter ended March 31, 1999,  filed with the  Securities  and
     Exchange Commission (File No. 1-8328)).

4.2  Amended  and  Restated  Bylaws  of the  Registrant  (previously  filed  and
     incorporated  by reference to the  Corporation's  Form 10-Q for the quarter
     ended March 31, 1999,  filed with the  Securities  and Exchange  Commission
     (File No. 1-8328)).

5    Opinion of Counsel as to the legality of the securities being registered.

23.1 Consent of Counsel (contained in the opinion filed as Exhibit 5 hereof).

23.2 Consent of Arthur Andersen LLP.

24   Power  of  Attorney  pursuant  to  which  amendments  to this  registration
     statement may be filed (included on the signature page contained in Part II
     hereof).