Registration Statement No._____


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

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        the Securities Act of 1933
                           _____________________

                    CENTRAL AND SOUTH WEST CORPORATION
          (Exact name of registrant as specified in its charter)
              
              DELAWARE                            51-0007707
       (State or other jurisdiction               (I.R.S. Employer
       of incorporation or organization)          Identification No.)

                       1616 WOODALL RODGERS FREEWAY
                         DALLAS, TEXAS 75202-1234
                 (Address of principal executive offices)


            CENTRAL AND SOUTH WEST CORPORATION THRIFT PLUS PLAN
                         (Full title of the Plan)

                           _____________________

                      Stephen J. McDonnell, Treasurer
                    Central and South West Corporation 
                       1616 Woodall Rodgers Freeway
                         Dallas, Texas 75202-1234
                              (214) 777-1000
         (Name, address and telephone number, including area code,
                           of agent for service)

                                Copies to:
                         Robert B. Williams, Esq.
                      Milbank, Tweed, Hadley & McCloy        
                          1 Chase Manhattan Plaza
                         New York, New York  10005             
                              (212) 530-5000             
                     
                       

                      CALCULATION OF REGISTRATION FEE
______________________________________________________________________________

Title of         Amount           Proposed    Proposed   Amount of
Securities       to be            Maximum     Maximum    Registration
to be            Registered       Offering    Aggregate  Fee
Registered(a)                     Price per   Offering
                                  Share(b)    Price(b)               
______________________________________________________________________________

Common Stock,                                            
 $3.50 par value   5,000,000       $ 26.63   $133,150,000.00 $26,630.00      
per shares          shares                                                
           
                                                         
______________________________________________________________________________

(a)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      registration statement also covers an indeterminate amount of interests
      to be offered or sold pursuant to the employee benefit plan described
      herein.

(b)   Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
      of calculating the amount of the registration fee, based on the average
      of the high and low prices of the Common Stock as reported by the New
      York Stock Exchange on November 13, 1995.



Item 1.    Plan Information

      Central and South West Corporation (the "Company") has delivered or will
cause to be delivered to each participant of the Plan covered by this
Registration Statement, the Prospectus relating thereto.

Item 2.    Registrant Information and Employee Plan Annual Information

      The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in the Prospectus and such Registration Statement
other than exhibits to such information if such exhibits are not themselves
incorporated by reference in such information.  Such requests should be
directed to the Secretary, Central and South West Corporation, 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202-1234, (214) 777-1000.





                                  PART II


            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

      The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

      (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1994.

      (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
      quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
      
      (c)  The Company's Current Reports on Form 8-K dated January 17, 1995, 
      April 6, 1995, May 23, 1995, June 9, 1995, July 10, 1995, September 6,
      1995, September 27, 1995, September 28, 1995 and October 12, 1995.
      
      (d)  The Form 11-K Annual Report for the Plan for 1994.  

      (e)  The description of the Common Stock which is contained in the
      Corporation's registration statement filed under Section 12 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      including any amendment or report filed for the purpose of updating such
      description.

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

      Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, confers broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other business entity.  The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.

      The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Company to the full extent permitted by the Delaware General Corporation
Law.

      The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the fullest extent permitted by the laws of the State of
Delaware against liability for certain of their acts.  In addition, the
Company has purchased Directors and Officers liability insurance.


Item 7.  Exemption from Registration Claimed

Not Applicable

Item 8.  Exhibits

      4.   Second Restated Certificate of Incorporation of the Company, as
           amended (incorporated herein by reference to Exhibits 3.1 and 3.2
           to the Company's Form 10-Q for the Quarter ended June 30, 1995,
           File No. 1-1443).

      5.   Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of
           the Common Stock of the Company being registered and to be issued
           by the Company.

      23.1 Consent of Arthur Andersen LLP.

      23.2 The consent of Milbank, Tweed, Hadley & McCloy is contained in its
           opinion filed as Exhibit 5 to this Registration Statement.

      24.  Power of Attorney (included on the signature page of this
           Registration Statement).

      The undersigned registrant hereby undertakes that the Plan, and each
amendment thereto adopted before the date hereof, has been submitted to the
Internal Revenue Service (the "IRS") in a timely manner in order to request a
favorable determination regarding the continued qualification of the Plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended, and
that all changes to the Plan required by the IRS in order to maintain such
qualification have been or will be made in a timely manner.

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 acts 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;

           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 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 the 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 which remain unsold at the termination of
           the offering.

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

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

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on
November 14, 1995.

                                  CENTRAL AND SOUTH WEST CORPORATION



                                  By:_/s/ Stephen J. McDonnell___
                                     Stephen J. McDonnell
                                     Treasurer
              
                             POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and
appoints Glenn D. Rosilier, Stephen J. McDonnell and Stephen D. Wise jointly
and severally, his or her attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to the Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to the
registration statement.  Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 14, 1995.
  
Signature                             Title               



/s/E.R. Brooks                        Chairman of the Board,
E.R. Brooks                           President, Chief Executive
                                      Officer and Director
                                      (principal executive
                                      officer)


/s/Harry D. Mattison                  Executive Vice President 
Harry D. Mattison                     and Director



/s/Thomas V. Shockley, III            Executive Vice President
Thomas V. Shockley, III               and Director


/s/Glenn D. Rosilier                  Senior Vice President and
Glenn D. Rosilier                     Chief Financial Officer
                                      (principal financial 
                                      officer)



/s/Wendy G. Hargus                    Controller
Wendy G. Hargus                       (principal accounting
                                      officer)


______________________                Director            
Glenn Biggs


/s/ Molly Shi Boren                    Director           
Molly Shi Boren


______________________                Director
Donald M. Carlton


______________________                Director            
Joe H. Foy


/s/ Robert W. Lawless                 Director
Robert W. Lawless


/s/ James L. Powell                   Director            
James L. Powell


/s/ J.C. Templeton                    Director
J.C. Templeton


/s/ Lloyd D. Ward                     Director
Lloyd D. Ward


______________________                Director
Thomas H. Cruikshank                  









                               EXHIBIT INDEX



4.    Second Restated Certificate of Incorporation of the Company, as amended
      (incorporated herein by reference to Exhibits 3.1 and 3.2 to the
      Company's Form 10-Q for the Quarter ended June 30, 1995, File No. 1-
      1443).

5.    Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
      Common Stock of the Company being registered and to be issued by the
      Company.   

23.1  Consent of Arthur Andersen LLP.

23.2  The consent of Milbank, Tweed, Hadley & McCloy is contained in its
      opinion filed as Exhibit 5 to this Registration Statement.

24.   Power of Attorney (included on the signature page of this Registration
      Statement).
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Registration Statement No._____

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

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        the Securities Act of 1933
                           _____________________

                    CENTRAL AND SOUTH WEST CORPORATION
          (Exact name of registrant as specified in its charter)
              
              DELAWARE                            51-0007707
       (State or other jurisdiction               (I.R.S. Employer
       of incorporation or organization)          Identification No.)

                       1616 WOODALL RODGERS FREEWAY
                         DALLAS, TEXAS 75202-1234
                 (Address of principal executive offices)

            CENTRAL AND SOUTH WEST CORPORATION THRIFT PLUS PLAN
                         (Full title of the Plan)

                           _____________________

                      Stephen J. McDonnell, Treasurer
                    Central and South West Corporation 
                       1616 Woodall Rodgers Freeway
                         Dallas, Texas 75202-1234
                              (214) 777-1000
         (Name, address and telephone number, including area code,
                           of agent for service)

                                Copies to:
                         Robert B. Williams, Esq.
                      Milbank, Tweed, Hadley & McCloy        
                          1 Chase Manhattan Plaza
                         New York, New York  10005             
                              (212) 530-5000             
                     
                       

                      CALCULATION OF REGISTRATION FEE
______________________________________________________________________________

Title of         Amount           Proposed    Proposed   Amount of
Securities       to be            Maximum     Maximum    Registration
to be            Registered       Offering    Aggregate  Fee
Registered(a)                     Price per   Offering
                                  Share(b)    Price(b)               
______________________________________________________________________________

Common Stock,                                            
 $3.50 par value   5,000,000       $ 26.63   $133,150,000.00 $26,630.00      
per shares          shares                                                
           
                                                         
______________________________________________________________________________

(a)   Pursuant to Rule 416(c) under the Securities Act of 1933, this
      registration statement also covers an indeterminate amount of interests
      to be offered or sold pursuant to the employee benefit plan described
      herein.

(b)   Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
      of calculating the amount of the registration fee, based on the average
      of the high and low prices of the Common Stock as reported by the New
      York Stock Exchange on November 13, 1995.

Item 1.    Plan Information

      Central and South West Corporation (the "Company") has delivered or will
cause to be delivered to each participant of the Plan covered by this
Registration Statement, the Prospectus relating thereto.

Item 2.    Registrant Information and Employee Plan Annual Information

      The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in the Prospectus and such Registration Statement
other than exhibits to such information if such exhibits are not themselves
incorporated by reference in such information.  Such requests should be
directed to the Secretary, Central and South West Corporation, 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202-1234, (214) 777-1000.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

      The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:

      (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1994.

      (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal
      quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
      
      (c)  The Company's Current Reports on Form 8-K dated January 17, 1995, 
      April 6, 1995, May 23, 1995, June 9, 1995, July 10, 1995, September 6,
      1995, September 27, 1995, September 28, 1995 and October 12, 1995.
      
      (d)  The Form 11-K Annual Report for the Plan for 1994.  

      (e)  The description of the Common Stock which is contained in the
      Corporation's registration statement filed under Section 12 of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      including any amendment or report filed for the purpose of updating such
      description.

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

      Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, confers broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other business entity.  The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.

      The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Company to the full extent permitted by the Delaware General Corporation
Law.

      The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the fullest extent permitted by the laws of the State of
Delaware against liability for certain of their acts.  In addition, the
Company has purchased Directors and Officers liability insurance.

Item 7.  Exemption from Registration Claimed

Not Applicable

Item 8.  Exhibits

      4.   Second Restated Certificate of Incorporation of the Company, as
           amended (incorporated herein by reference to Exhibits 3.1 and 3.2
           to the Company's Form 10-Q for the Quarter ended June 30, 1995,
           File No. 1-1443).

      5.   Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of
           the Common Stock of the Company being registered and to be issued
           by the Company.

      23.1 Consent of Arthur Andersen LLP.

      23.2 The consent of Milbank, Tweed, Hadley & McCloy is contained in its
           opinion filed as Exhibit 5 to this Registration Statement.

      24.  Power of Attorney (included on the signature page of this
           Registration Statement).

      The undersigned registrant hereby undertakes that the Plan, and each
amendment thereto adopted before the date hereof, has been submitted to the
Internal Revenue Service (the "IRS") in a timely manner in order to request a
favorable determination regarding the continued qualification of the Plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended, and
that all changes to the Plan required by the IRS in order to maintain such
qualification have been or will be made in a timely manner.

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 acts 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;

           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 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 the 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 which remain unsold at the termination of
           the offering.

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

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

      Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on
November 14, 1995.

                                  CENTRAL AND SOUTH WEST CORPORATION

                                  By:_/s/ Stephen J. McDonnell___
                                     Stephen J. McDonnell
                                     Treasurer
              
                             POWER OF ATTORNEY

      Each person whose signature appears below hereby constitutes and
appoints Glenn D. Rosilier, Stephen J. McDonnell and Stephen D. Wise jointly
and severally, his or her attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to the Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to the
registration statement.  Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 14, 1995.
  
Signature                             Title               

/s/E.R. Brooks                        Chairman of the Board,
E.R. Brooks                           President, Chief Executive
                                      Officer and Director
                                      (principal executive
                                      officer)

/s/Harry D. Mattison                  Executive Vice President 
Harry D. Mattison                     and Director

/s/Thomas V. Shockley, III            Executive Vice President
Thomas V. Shockley, III               and Director

/s/Glenn D. Rosilier                  Senior Vice President and
Glenn D. Rosilier                     Chief Financial Officer
                                      (principal financial 
                                      officer)

/s/Wendy G. Hargus                    Controller
Wendy G. Hargus                       (principal accounting
                                      officer)

______________________                Director            
Glenn Biggs

/s/ Molly Shi Boren                    Director           
Molly Shi Boren

______________________                Director
Donald M. Carlton

______________________                Director            
Joe H. Foy

/s/ Robert W. Lawless                 Director
Robert W. Lawless

/s/ James L. Powell                   Director            
James L. Powell

/s/ J.C. Templeton                    Director
J.C. Templeton

/s/ Lloyd D. Ward                     Director
Lloyd D. Ward

______________________                Director
Thomas H. Cruikshank                  

                               EXHIBIT INDEX

4.    Second Restated Certificate of Incorporation of the Company, as amended
      (incorporated herein by reference to Exhibits 3.1 and 3.2 to the
      Company's Form 10-Q for the Quarter ended June 30, 1995, File No. 1-
      1443).

5.    Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
      Common Stock of the Company being registered and to be issued by the
      Company.   

23.1  Consent of Arthur Andersen LLP.

23.2  The consent of Milbank, Tweed, Hadley & McCloy is contained in its
      opinion filed as Exhibit 5 to this Registration Statement.

24.   Power of Attorney (included on the signature page of this Registration
      Statement).