SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                         __________________________________

                                  FORM S-8

                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933
                          _________________________________


                              OXFORD INDUSTRIES, INC.
               (Exact name of registrant as specified in its charter)

        Georgia                                    58-0831862
   (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)              Identification No.)

               
                             222 Piedmont Avenue, N.E.
                             Atlanta, Georgia  30308
                    (Address, including zip code, of registrant's
                            principal executive offices)

                                  
                  Oxford Industries, Inc. 1992 Stock Option Plan

                             (Full Title of the Plans)

                                J. Hicks Lanier
                  Chairman of the Board of Directors and President
                             Oxford Industries, Inc.
                             222 Piedmont Avenue, N.E.
                             Atlanta, Georgia  30308
                    (Name and address of agent for service)

                                (404) 659-2424
                   (Telephone number, including area code, of
                                agent for service)

                        CALCULATION OF REGISTRATION FEE
                                                                               
                                
Title of     |Amount    | Proposed Maximum |  Proposed Maximum   |  Amount of
Securities to|to be     |  Offering Price  |      Aggregate      |Registration
be Registered|Registered|   Per Share(1)   |  Offering Price(1)  |     Fee    
______________________________________________________________________________
Common Stock,|          |                  |                     |
par value    |          |                  |                     |     
$1.00 per    |          |                  |                     |     
 share       |500,000   |                  |                     |  
             | shares   |$16 15/16         |   $8,468,750        |   $2,921
______________________________________________________________________________ 
(1)   Estimated solely for the purpose of calculating the registration fee     
      pursuant to Rule 457(h) based on the average of the high and low sales   
      prices per share of Common Stock of Oxford Industries, Inc. as reported  
      on the New York Stock Exchange on November 2, 1995.

<PAGE>
                                  PART II


                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              This Registration Statement on Form S-8 relates to up to an
         additional 500,000 shares of common stock, par value $1.00 per
         share ("Common Stock"), of Oxford Industries, Inc. (the "Company")
         to be issued to employees of the Company pursuant to the Oxford
         Industries, Inc. 1992 Stock Option Plan.


         Item 3.   Incorporation of Certain Documents by Reference

              The following documents have been previously filed by Oxford
         Industries, Inc. (the "Company") with the Securities and Exchange
         Commission (the "Commission") and are hereby incorporated by
         reference into this Registration Statement as of their respective
         dates:  

              (1)  The Company's latest Annual Report to the Commission on
                   Form 10-K for the year ended June 2, 1995 ("Annual
                   Report").

              (2)  All reports filed by the Company pursuant to
                   Section 13(a) or 15(d) of the Securities Exchange Act of
                   1934, as amended (the "Exchange Act"), since June 3,
                   1995.

              (3)  The description of the Company's Common Stock contained
                   in the Registration Statement filed under Section 12 of
                   the Exchange Act.

              All documents filed by the Company pursuant to
         Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
         to the date of this Registration Statement and prior to the filing
         of a post-effective amendment to this Registration Statement that
         indicates that all securities offered hereunder have been sold or
         that deregisters all such securities then remaining unsold.

         Item 4.   Description of Securities


                   Not Applicable

         Item 5.   Interest of Named Experts and Counsel.

                   Not Applicable

<PAGE>
        Item 6.   Indemnification of Directors and Officers.

              The Company's Articles of Incorporation eliminate, to the
         fullest extent permitted by applicable law, the personal liability
         of directors to the Company or its shareholders for monetary
         damages for breach of duty of care or any other duty owed to the
         Company as a director.  The Georgia Business Corporation Code
         currently provides that such provision shall not eliminate or
         limit the liability of a director (a) for any appropriation, in
         violation of his duties, of any business opportunity of the
         Company, (b) for acts or omissions that involve intentional
         misconduct or a knowing violation of law, (c) for unlawful
         corporate distributions or (d) for any transaction from which the
         director received an improper personal benefit.

              Under Article VI of the Company's Bylaws, each person who is
         now, has been, or who shall hereafter become a director or officer
         of the Company, whether or not then in office, shall be
         indemnified by the Company against all costs and expenses
         reasonable incurred by or imposed upon him in connection with or
         resulting from any demand, action, suit or proceedings or threat
         thereof, to which he may be made a party as a result or be reason
         of his being or having been a director or officer of the Company
         or of any other corporation which he serves as a director or
         officer at the request of the Company, except in relation to
         matters as to which a recovery shall be had against him or penalty
         imposed upon him by reason of his having been finally adjudged in
         such action, suit or proceedings to have been derelict in the
         performance of his duties as such director or officer.  The
         foregoing right to indemnify shall include reimbursement of the
         amounts and expenses paid in settling the any such demand, suit or
         proceedings or threat thereof when settling the same appears to
         the Board of Directors or the Executive Committee to be in the
         best interest of the Company, and shall not be exclusive of other
         rights to which such director or officer may be entitled as a
         matter of law.

              The Company's directors and executive officers are insured
         against damages from actions and claims incurred in the course of
         performing duties, and the Company is insured against expenses
         incurred in defending lawsuits arising from certain alleged acts
         against directors and executive officers. 

         Item 7.   Exemptions from Registration Claimed

                   Not applicable.

         Item 8.   Exhibits

                   4.1  -  Articles of Incorporation of the Company
                           incorporated by reference to Exhibit 3 (A) to
                           the Company's Form 10-Q for the fiscal quarter
                           ended August 28, 1992.

                   4.2  -  Bylaws of the Company incorporated by reference
                           to Exhibit 3(B) to the Company's Form 10-K for
                           the fiscal year ended June 3, 1994.

<PAGE>
                   5.1  -  Opinion by David Ginn.

                   23.1 -  Consent of Arthur Andersen LLP.

                   23.2 -  Consent of David Ginn (included in Exhibit 5.1).

                   99.1 -  Oxford Industries, Inc. 1992 Stock Option Plan
                           (incorporated by reference to the Registrant's
                           Proxy Statement dated August 28, 1992.


         Item 9.   Undertakings

              (a)  The undersigned Registrant hereby undertakes:

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

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

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

                       (iii)  to include any material information with
                              respect to the plan of distribution not
                              previously disclosed in the Registration
                              Statement or any material change to such
                              information in the registration statement;
                              provided, however, that paragraphs (a)(1)(i)
                              and (a)(1)(ii) do not apply if the
                              Registration Statement is on Form S-3 or
                              Form S-8, and the information required to be
                              included in a post-effective amendment by
                              those paragraphs is contained in periodic
                              reports filed with or furnished to the
                              Commission by the registrant pursuant to
                              Section 13 or Section 15(d) of the Securities
                              Exchange Act of 1934 that are incorporated by
                              reference in the registration statement.  

                   (2) That for purposes 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.  
<PAGE>
                   (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 15(d) of the
                   Securities Exchange Act of 1934 (and, where applicable,
                   each filing of an employee benefit plan's annual report
                   pursuant to Section 15(d) of the Securities Exchange Act
                   of 1934) that is incorporated by reference in the
                   registration statement shall be deemed to be a new
                   registration statement relating to the securities
                   offered therein, and the offering of such securities at
                   that time shall be deemed to be the initial bona fide
                   offering thereof.  

              (c)  Insofar as indemnification for liabilities arising under
                   the Securities Act of 1933 may be permitted to
                   directors, officers and controlling persons of the
                   registrant pursuant to the foregoing provisions, or
                   otherwise, the registrant has been advised that in the
                   opinion of the Securities and Exchange Commission such
                   indemnification is against public policy as expressed in
                   the 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.  



                                       EXPERTS

              The financial statements and schedules for each of the three
         years in the period ended June 2, 1995 incorporated by reference
         in this prospectus and elsewhere in the registration statement
         have been audited by Arthur Andersen LLP, independent public
         accountants, as indicated in their reports with respect thereto,
         and are incorporated herein in reliance upon the authority of said
         firm as experts in giving said reports. 
<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 Atlanta, State of Georgia on the 6th
         day of November, 1995.


                                       Oxford Industries, Inc.






                                       By: /s/ J. Hicks Lanier*       
                                           --------------------  
                                           J. Hicks Lanier
                                           Chairman and President, Chief
                                           Executive Officer and Director



              KNOW ALL MEN BY THESE PRESENTS, that each person whose
         signature appears below constitutes and appoints David K. Ginn and
         Thomas Caldecot Chubb III and each of them, his true and lawful
         attorneys-in-fact and agents, with full power of substitution and
         resubstitution for such person and in his or her name, place and
         stead, in any and all capacities, to sign any and all 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
         or necessary to be done in and about the premises, 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, and any of them, or their substitutes, may lawfully do
         or cause to be done by virtue hereof.  














*By power of attorney
<PAGE>

              Pursuant to the requirements of the Securities Act of 1933,
         as amended, this registration statement has been signed by the
         following persons in the capacity indicated on the 7th day of
         November, 1995.


         Signature                           Title





        /s/ J. Hicks Lanier*                
        -------------------                Chairman and President,
        J. Hicks Lanier                    Chief Executive Officer and 
                                           Director




         /s/ Debra A. Pauli*
         ------------------                 Controller and Chief 
         Debra A. Pauli                     Accounting Officer 




         /s/ Ben B. Blount, Jr.*
         ---------------------              Executive Vice President Planning,
         Ben B. Blount, Jr.                 Finance and Administration Chief
                                            Financial Officer, Director 




         /s/ Cecil D. Conlee*    
         -------------------                 Director
         Cecil D. Conlee




         /s/ John B. Ellis*
         -----------------                   Director
         John B. Ellis




         /s/ Tom Gallagher* 
         -----------------                   Director
         Tom Gallagher





*By power of attorney
<PAGE>
         /s/ Clifford M. Kirtland, Jr.*
         -----------------------------       Director
         Clifford M. Kirtland, Jr.




         /s/ J. Reese Lanier*
         -------------------                 Director
         J. Reese Lanier


         /s/ R. William Lee, Jr.*
         -----------------------             Director
         R. William Lee, Jr.                 




         /s/ Knowlton J. O'Reilly*
         ------------------------            Director
         Knowlton J. O'Reilly


         /s/ Clarence B. Rogers, Jr.*
         ---------------------------          Director
         Clarence B. Rogers, Jr. 





         /s/ Robert E. Shaw*
         -------------------                  Director
         Robert E. Shaw




         /s/ E. Jenner Wood*  
         ------------------                   Director
         E. Jenner Wood





















*By power of attorney
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SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                         __________________________________

                                  FORM S-8

                             REGISTRATION STATEMENT UNDER
                              THE SECURITIES ACT OF 1933
                          _________________________________

                              OXFORD INDUSTRIES, INC.
               (Exact name of registrant as specified in its charter)

        Georgia                                    58-0831862
   (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)              Identification No.)

               
                             222 Piedmont Avenue, N.E.
                             Atlanta, Georgia  30308
                    (Address, including zip code, of registrant's
                            principal executive offices)

                                  
                  Oxford Industries, Inc. 1992 Stock Option Plan

                             (Full Title of the Plans)

                                J. Hicks Lanier
                  Chairman of the Board of Directors and President
                             Oxford Industries, Inc.
                             222 Piedmont Avenue, N.E.
                             Atlanta, Georgia  30308
                    (Name and address of agent for service)

                                (404) 659-2424
                   (Telephone number, including area code, of
                                agent for service)

                        CALCULATION OF REGISTRATION FEE
                                                                               
                                
Title of     |Amount    | Proposed Maximum |  Proposed Maximum   |  Amount of
Securities to|to be     |  Offering Price  |      Aggregate      |Registration
be Registered|Registered|   Per Share(1)   |  Offering Price(1)  |     Fee    
______________________________________________________________________________
Common Stock,|          |                  |                     |
par value    |          |                  |                     |     
$1.00 per    |          |                  |                     |     
 share       |500,000   |                  |                     |  
             | shares   |$16 15/16         |   $8,468,750        |   $2,921
______________________________________________________________________________ 
(1)   Estimated solely for the purpose of calculating the registration fee     
      pursuant to Rule 457(h) based on the average of the high and low sales   
      prices per share of Common Stock of Oxford Industries, Inc. as reported  
      on the New York Stock Exchange on November 2, 1995.
PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

              This Registration Statement on Form S-8 relates to up to an
         additional 500,000 shares of common stock, par value $1.00 per
         share ("Common Stock"), of Oxford Industries, Inc. (the "Company")
         to be issued to employees of the Company pursuant to the Oxford
         Industries, Inc. 1992 Stock Option Plan.

         Item 3.   Incorporation of Certain Documents by Reference

              The following documents have been previously filed by Oxford
         Industries, Inc. (the "Company") with the Securities and Exchange
         Commission (the "Commission") and are hereby incorporated by
         reference into this Registration Statement as of their respective
         dates:  

              (1)  The Company's latest Annual Report to the Commission on
                   Form 10-K for the year ended June 2, 1995 ("Annual
                   Report").

              (2)  All reports filed by the Company pursuant to
                   Section 13(a) or 15(d) of the Securities Exchange Act of
                   1934, as amended (the "Exchange Act"), since June 3,
                   1995.

              (3)  The description of the Company's Common Stock contained
                   in the Registration Statement filed under Section 12 of
                   the Exchange Act.

              All documents filed by the Company pursuant to
         Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
         to the date of this Registration Statement and prior to the filing
         of a post-effective amendment to this Registration Statement that
         indicates that all securities offered hereunder have been sold or
         that deregisters all such securities then remaining unsold.

         Item 4.   Description of Securities

                   Not Applicable

         Item 5.   Interest of Named Experts and Counsel.

                   Not Applicable
Item 6.   Indemnification of Directors and Officers.

              The Company's Articles of Incorporation eliminate, to the
         fullest extent permitted by applicable law, the personal liability
         of directors to the Company or its shareholders for monetary
         damages for breach of duty of care or any other duty owed to the
         Company as a director.  The Georgia Business Corporation Code
         currently provides that such provision shall not eliminate or
         limit the liability of a director (a) for any appropriation, in
         violation of his duties, of any business opportunity of the
         Company, (b) for acts or omissions that involve intentional
         misconduct or a knowing violation of law, (c) for unlawful
         corporate distributions or (d) for any transaction from which the
         director received an improper personal benefit.

              Under Article VI of the Company's Bylaws, each person who is
         now, has been, or who shall hereafter become a director or officer
         of the Company, whether or not then in office, shall be
         indemnified by the Company against all costs and expenses
         reasonable incurred by or imposed upon him in connection with or
         resulting from any demand, action, suit or proceedings or threat
         thereof, to which he may be made a party as a result or be reason
         of his being or having been a director or officer of the Company
         or of any other corporation which he serves as a director or
         officer at the request of the Company, except in relation to
         matters as to which a recovery shall be had against him or penalty
         imposed upon him by reason of his having been finally adjudged in
         such action, suit or proceedings to have been derelict in the
         performance of his duties as such director or officer.  The
         foregoing right to indemnify shall include reimbursement of the
         amounts and expenses paid in settling the any such demand, suit or
         proceedings or threat thereof when settling the same appears to
         the Board of Directors or the Executive Committee to be in the
         best interest of the Company, and shall not be exclusive of other
         rights to which such director or officer may be entitled as a
         matter of law.

              The Company's directors and executive officers are insured
         against damages from actions and claims incurred in the course of
         performing duties, and the Company is insured against expenses
         incurred in defending lawsuits arising from certain alleged acts
         against directors and executive officers. 

         Item 7.   Exemptions from Registration Claimed

                   Not applicable.

         Item 8.   Exhibits

                   4.1  -  Articles of Incorporation of the Company
                           incorporated by reference to Exhibit 3 (A) to
                           the Company's Form 10-Q for the fiscal quarter
                           ended August 28, 1992.

                   4.2  -  Bylaws of the Company incorporated by reference
                           to Exhibit 3(B) to the Company's Form 10-K for
                           the fiscal year ended June 3, 1994.
5.1  -  Opinion by David Ginn.

                   23.1 -  Consent of Arthur Andersen LLP.

                   23.2 -  Consent of David Ginn (included in Exhibit 5.1).

                   99.1 -  Oxford Industries, Inc. 1992 Stock Option Plan
                           (incorporated by reference to the Registrant's
                           Proxy Statement dated August 28, 1992.

         Item 9.   Undertakings

              (a)  The undersigned Registrant hereby undertakes:

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

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

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

                       (iii)  to include any material information with
                              respect to the plan of distribution not
                              previously disclosed in the Registration
                              Statement or any material change to such
                              information in the registration statement;
                              provided, however, that paragraphs (a)(1)(i)
                              and (a)(1)(ii) do not apply if the
                              Registration Statement is on Form S-3 or
                              Form S-8, and the information required to be
                              included in a post-effective amendment by
                              those paragraphs is contained in periodic
                              reports filed with or furnished to the
                              Commission by the registrant pursuant to
                              Section 13 or Section 15(d) of the Securities
                              Exchange Act of 1934 that are incorporated by
                              reference in the registration statement.  

                   (2) That for purposes of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new registration
                       statement relating to the securities offered
                       therein, and the offering of such securities at that
                       time shall be deemed to be the initial bona fide
                       offering thereof.
(3) To remove from registration by means of a
                       post-effective amendment any of the securities being
                       registered which remain unsold at the termination of
                       the offering.  

              (b)  The undersigned registrant hereby undertakes that, for
                   purposes of determining any liability under the
                   Securities Act of 1933, each filing of the registrant's
                   annual report pursuant to Section 13(a) or 15(d) of the
                   Securities Exchange Act of 1934 (and, where applicable,
                   each filing of an employee benefit plan's annual report
                   pursuant to Section 15(d) of the Securities Exchange Act
                   of 1934) that is incorporated by reference in the
                   registration statement shall be deemed to be a new
                   registration statement relating to the securities
                   offered therein, and the offering of such securities at
                   that time shall be deemed to be the initial bona fide
                   offering thereof.  

              (c)  Insofar as indemnification for liabilities arising under
                   the Securities Act of 1933 may be permitted to
                   directors, officers and controlling persons of the
                   registrant pursuant to the foregoing provisions, or
                   otherwise, the registrant has been advised that in the
                   opinion of the Securities and Exchange Commission such
                   indemnification is against public policy as expressed in
                   the 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.  

                                       EXPERTS

              The financial statements and schedules for each of the three
         years in the period ended June 2, 1995 incorporated by reference
         in this prospectus and elsewhere in the registration statement
         have been audited by Arthur Andersen LLP, independent public
         accountants, as indicated in their reports with respect thereto,
         and are incorporated herein in reliance upon the authority of said
         firm as experts in giving said reports.
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 Atlanta, State of Georgia on the 6th
         day of November, 1995.

                                       Oxford Industries, Inc.

                                       By: /s/ J. Hicks Lanier*       
                                           --------------------  
                                           J. Hicks Lanier
                                           Chairman and President, Chief
                                           Executive Officer and Director

              KNOW ALL MEN BY THESE PRESENTS, that each person whose
         signature appears below constitutes and appoints David K. Ginn and
         Thomas Caldecot Chubb III and each of them, his true and lawful
         attorneys-in-fact and agents, with full power of substitution and
         resubstitution for such person and in his or her name, place and
         stead, in any and all capacities, to sign any and all 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
         or necessary to be done in and about the premises, 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, and any of them, or their substitutes, may lawfully do
         or cause to be done by virtue hereof.  

*By power of attorney
Pursuant to the requirements of the Securities Act of 1933,
         as amended, this registration statement has been signed by the
         following persons in the capacity indicated on the 7th day of
         November, 1995.

         Signature                           Title

        /s/ J. Hicks Lanier*                
        -------------------                Chairman and President,
        J. Hicks Lanier                    Chief Executive Officer and 
                                           Director

         /s/ Debra A. Pauli*
         ------------------                 Controller and Chief 
         Debra A. Pauli                     Accounting Officer 

         /s/ Ben B. Blount, Jr.*
         ---------------------              Executive Vice President Planning,
         Ben B. Blount, Jr.                 Finance and Administration Chief
                                            Financial Officer, Director 

         /s/ Cecil D. Conlee*    
         -------------------                 Director
         Cecil D. Conlee

         /s/ John B. Ellis*
         -----------------                   Director
         John B. Ellis

         /s/ Tom Gallagher* 
         -----------------                   Director
         Tom Gallagher

*By power of attorney
/s/ Clifford M. Kirtland, Jr.*
         -----------------------------       Director
         Clifford M. Kirtland, Jr.

         /s/ J. Reese Lanier*
         -------------------                 Director
         J. Reese Lanier

         /s/ R. William Lee, Jr.*
         -----------------------             Director
         R. William Lee, Jr.                 

         /s/ Knowlton J. O'Reilly*
         ------------------------            Director
         Knowlton J. O'Reilly

         /s/ Clarence B. Rogers, Jr.*
         ---------------------------          Director
         Clarence B. Rogers, Jr. 

         /s/ Robert E. Shaw*
         -------------------                  Director
         Robert E. Shaw

         /s/ E. Jenner Wood*  
         ------------------                   Director
         E. Jenner Wood

*By power of attorney