SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

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

                              AMRESCO, INC.
          (Exact Name of Issuer as Specified in its Charter)

     Delaware                                               59-1781257
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                 Identification Number)

                         1845 Woodall Rodgers Freeway
                              Dallas, Texas 75201
          (Address and Zip Code of Principal Executive Offices)


                              AMRESCO, INC.
                    1995 STOCK OPTION AND AWARD PLAN
                         (Full Title of the Plan)

                      L. Keith Blackwell, Esquire
                     General Counsel and Secretary
                              AMRESCO, INC.
      1845 Woodall Rodgers Freeway, Suite 1700, Dallas, Texas 75201
                             (214) 953-7700
   (Name, Address and Telephone Number, Including Area Code, of Agent for
                                Service)


<TABLE>
                    CALCULATION OF REGISTRATION FEE
<CAPTION>
                                            Proposed    Proposed   
                                            Maximum     Maximum     
                                  Shares    Offering    Aggregate   Amount of
Title of Securities to be          to be    Price<F1>   Offering    Registra-
Registered                      Registered   Per Unit   Price       tion fee
- -------------------------       ----------  ---------   ---------   --------
<S>                             <C>           <C>       <C>          <C>
Common Stock, par value         2,500,000     $7.75     $19,375,000  $6,681
$.05 per share                                                 

<FN> 
  <F1> Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on $7.75, the average of the high and low sale prices
quoted on the NASDAQ National Market System on June 2, 1995.
</FN>
</TABLE>
                    Total Number of Sequential Pages: 10
               Exhibit Index Appears on Sequential Page: 8

                              Page 1
<PAGE>
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF 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 Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1994.

     (2)  All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994.

     (3)  The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, including all amendments or reports
filed for the purpose of updating such description.

     (4)  All other documents subsequently filed by the Registrant pursuant
to Sections 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 pursuant to this Registration Statement have been sold or which
deregisters all securities that remain unsold.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's bylaws and certificate of incorporation obligate the
Registrant to indemnify its directors and officers to the fullest extent
provided by law.  Section 145 of the Delaware General Corporation Law
("Section 145") generally provides that a director or officer of a
corporation: (i) shall be indemnified by the corporation for expenses in
defense of any action or proceeding in connection with his service to the
corporation, if he is successful in defense of the claims made against him;
(ii) may, in actions other than "derivative" and similar actions, be
indemnified for expenses, judgments and settlements even if he is not
successful on the merits, if he acted in good faith and if he believed he
was acting in the best interests of the corporation or in a manner not
opposed to the corporation (or in a criminal proceeding, if he reasonably
believed his conduct was not unlawful); and (iii) may be indemnified by the
corporation for expenses (but not judgments or settlements) of any action
by the corporation or of a derivative action (such as a suit by a
shareholder alleging a breach by a director or officer of a duty owned to
the corporation), even if he is not successful, provided that he acted in
good faith and believed he was acting in the best interests of the
corporation or in a manner not opposed to the corporation; provided that no
indemnification is permitted without court approval if the director was
found to be liable to the corporation.

     Before the permissive indemnification described in clauses (ii) and
(iii) above may be made pursuant to Section 145, either (i) a majority of a
quorum of disinterested directors, (ii) the stockholders or (iii) under
certain circumstances, independent legal counsel in a written opinion must
determine that indemnification is appropriate in the circumstances because
the applicable standards of conduct have been met.

                              Page 2
<PAGE>
The Registrant has entered into Indemnity Agreements with certain of its
directors and officers (the "Indemnified Parties").  Under the terms of the
Indemnity Agreements, the Registrant is required to indemnify the
Indemnified Parties against certain liabilities arising out of their
service for the Registrant or its subsidiaries.  The Indemnity Agreements
require the Registrant (i) to indemnify each Indemnified Party to the
fullest extent permitted by law; (ii) to provide coverage for each
Indemnified Party under the Registrant's directors and officers liability
insurance policy; (iii) to advance certain expenses incurred by an
Indemnified Party; and (iv) to contribute to the amount of expenses,
judgments, fines and settlements paid or payable by an Indemnified Party
when indemnification is unavailable (including instances in which
indemnification is found unlawful by a court of competent jurisdiction)
other than for the reasons expressed in the Indemnity Agreements.  The
Indemnity Agreements provide limitations on the Indemnified Party's rights
to indemnification in certain circumstances.  The Registrant may enter into
Indemnity Agreements providing similar rights to any future director,
officer or key employee of the Registrant or its subsidiaries.

     The Registrant's directors and officers are insured against losses
arising from any claim against them as such for wrongful acts or omissions,
subject to certain limitations.


ITEM 8.  EXHIBITS

     The exhibits included as part of this Registration Statement are as
follows:

Exhibit Number                Description

4(a)           Amended and Restated Certificate of Incorporation (included
               as Exhibit 3(a) to the Registrant's Quarterly Report on Form
               10-Q for the fiscal quarter ended July 31, 1986 previously
               filed with the Commission and included herein by reference)

4(b)           Certificate of Amendment of Amended and Restated Certificate
               of Incorporation dated April 1, 1987 (included as Exhibit 
               3(b) to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended April 30, 1987 previously filed with
               the Commission and included herein by reference)

4(c)           Certificate of Amendment of Amended and Restated Certificate
               of Incorporation dated March 29, 1989 (included as Exhibit 
               3(c) to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended April 30, 1989 previously filed with
               the Commission and incorporated herein by reference)

4(d)           Certificate of Amendment of Restated Certificate of
               Incorporation dated December 30, 1993 (included as Exhibit
               3(d) to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994 previously filed with the
               Commission and incorporated herein by reference)

                              Page 3
<PAGE>
4(e)           Certificate of Amendment of Restated Certificate of
               Incorporation dated May 23, 1994 (included as Exhibit 4(e) to
               the Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1994 previously filed with the
               Commission and incorporated herein by reference)

4(f)           Amended and Restated Bylaws, amended as of May 23, 1995
               (included as Exhibit 4(f) to the Registrant's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1994
               previously filed with the Commission and incorporated herein
               by reference)

5(a) & 23(a)   Opinion and Consent of Counsel to Registrant*

23(b)          Consent of Independent Auditors*

99             Registrants 1995 Stock Option and Award Plan (included as 
               Exhibit 10(x) to Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1994 filed with the 
               Commission and incorporated herein by reference)

*  Filed herewith.

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement, to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and (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 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)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

                              Page 4
<PAGE>
     (d)  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
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.
                              Page 5
<PAGE>
                              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 May 3,
1995.

                              AMRESCO, INC.

                              By:  /s/Robert H. Lutz, Jr.
                                   Robert H. Lutz, Jr.
                                   Chairman of the Board

POWER OF ATTORNEY

Each of the persons whose signature appears below hereby authorizes Robert
H. Lutz, Jr. and L. Keith Blackwell, Esq., and each of them, as attorneys-
in-fact, to sign in his name and on behalf individually and in each
capacity designated below, and to file, any amendments, including post-
effective amendments, to this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

     Signature                    Title                      Date

/s/Robert H. Lutz, Jr.         Chairman of the Board         5/30/95
Robert H. Lutz, Jr.            and Chief Executive Officer

/s/Robert L. Adair III         President, Chief Operating    5/30/95   
Robert L. Adair III            Officer and Director

/s/Barry L. Edwards            Executive Vice President,     5/30/95
Barry L. Edwards               Treasurer and Chief
                               Financial Officer

/s/Ronald B. Kirkland          Vice President and Chief      5/30/95
Ronald B. Kirkland             Accounting Officer

/s/James P. Cotton, Jr.        Director                      5/23/95
James P. Cotton, Jr.

/s/Richard L. Cravey           Director                      5/30/95   
Richard L. Cravey

/s/Gerald E. Eickhoff          Director                      5/24/95
Gerald E. Eickhoff

/s/William S. Green            Director                      5/25/95
William S. Green

                               Director 
Amy J. Jorgensen

                              Page 6
<PAGE>
/s/John J. McDonough           Director                      5/26/95
John J. McDonough

/s/Bruce W. Schnitzer          Director                      5/23/95
Bruce W. Schnitzer



                              Page 7
<PAGE>
                              EXHIBIT INDEX
                                   TO
                    REGISTRATION STATEMENT ON FORM S-8



Exhibit Number                Description


5(a) & 23(a)        Opinion and Consent of Counsel to Registrant

23(b)               Consent of Independent Auditors



                             Page 8
<PAGE>
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{"company-data": {"conformed-name": "AMRESCO INC", "cik": "0000225569", "assigned-sic": "8700", "irs-number": "591781257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60015", "film-number": "95545409"}, "business-address": {"street1": "1845 WOODALL RODGERS FRWY", "street2": "STE 1300", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149537700"}, "mail-address": {"street1": "1845 WOODALL RODGERS FREEWAY", "street2": "STE 1300", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": [{"former-conformed-name": "BEI HOLDINGS LTD /DE/", "date-changed": "19920703"}, {"former-conformed-name": "LIFETIME COMMUNITIES INC", "date-changed": "19860716"}]}
SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

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

                              AMRESCO, INC.
          (Exact Name of Issuer as Specified in its Charter)

     Delaware                                               59-1781257
     (State or Other Jurisdiction of                  (I.R.S. Employer
     Incorporation or Organization)                 Identification Number)

                         1845 Woodall Rodgers Freeway
                              Dallas, Texas 75201
          (Address and Zip Code of Principal Executive Offices)

                              AMRESCO, INC.
                    1995 STOCK OPTION AND AWARD PLAN
                         (Full Title of the Plan)

                      L. Keith Blackwell, Esquire
                     General Counsel and Secretary
                              AMRESCO, INC.
      1845 Woodall Rodgers Freeway, Suite 1700, Dallas, Texas 75201
                             (214) 953-7700
   (Name, Address and Telephone Number, Including Area Code, of Agent for
                                Service)

                    CALCULATION OF REGISTRATION FEE
Proposed    Proposed   
                                            Maximum     Maximum     
                                  Shares    Offering    Aggregate   Amount of
Title of Securities to be          to be    Price
Offering    Registra-
Registered                      Registered   Per Unit   Price       tion fee
- -------------------------       ----------  ---------   ---------   --------
Common Stock, par value         2,500,000     $7.75     $19,375,000  $6,681
$.05 per share
Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on $7.75, the average of the high and low sale prices
quoted on the NASDAQ National Market System on June 2, 1995.
Total Number of Sequential Pages: 10
               Exhibit Index Appears on Sequential Page: 8

                              Page 1
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF 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 Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1994.

     (2)  All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994.

     (3)  The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, including all amendments or reports
filed for the purpose of updating such description.

     (4)  All other documents subsequently filed by the Registrant pursuant
to Sections 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 pursuant to this Registration Statement have been sold or which
deregisters all securities that remain unsold.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's bylaws and certificate of incorporation obligate the
Registrant to indemnify its directors and officers to the fullest extent
provided by law.  Section 145 of the Delaware General Corporation Law
("Section 145") generally provides that a director or officer of a
corporation: (i) shall be indemnified by the corporation for expenses in
defense of any action or proceeding in connection with his service to the
corporation, if he is successful in defense of the claims made against him;
(ii) may, in actions other than "derivative" and similar actions, be
indemnified for expenses, judgments and settlements even if he is not
successful on the merits, if he acted in good faith and if he believed he
was acting in the best interests of the corporation or in a manner not
opposed to the corporation (or in a criminal proceeding, if he reasonably
believed his conduct was not unlawful); and (iii) may be indemnified by the
corporation for expenses (but not judgments or settlements) of any action
by the corporation or of a derivative action (such as a suit by a
shareholder alleging a breach by a director or officer of a duty owned to
the corporation), even if he is not successful, provided that he acted in
good faith and believed he was acting in the best interests of the
corporation or in a manner not opposed to the corporation; provided that no
indemnification is permitted without court approval if the director was
found to be liable to the corporation.

     Before the permissive indemnification described in clauses (ii) and
(iii) above may be made pursuant to Section 145, either (i) a majority of a
quorum of disinterested directors, (ii) the stockholders or (iii) under
certain circumstances, independent legal counsel in a written opinion must
determine that indemnification is appropriate in the circumstances because
the applicable standards of conduct have been met.

                              Page 2
The Registrant has entered into Indemnity Agreements with certain of its
directors and officers (the "Indemnified Parties").  Under the terms of the
Indemnity Agreements, the Registrant is required to indemnify the
Indemnified Parties against certain liabilities arising out of their
service for the Registrant or its subsidiaries.  The Indemnity Agreements
require the Registrant (i) to indemnify each Indemnified Party to the
fullest extent permitted by law; (ii) to provide coverage for each
Indemnified Party under the Registrant's directors and officers liability
insurance policy; (iii) to advance certain expenses incurred by an
Indemnified Party; and (iv) to contribute to the amount of expenses,
judgments, fines and settlements paid or payable by an Indemnified Party
when indemnification is unavailable (including instances in which
indemnification is found unlawful by a court of competent jurisdiction)
other than for the reasons expressed in the Indemnity Agreements.  The
Indemnity Agreements provide limitations on the Indemnified Party's rights
to indemnification in certain circumstances.  The Registrant may enter into
Indemnity Agreements providing similar rights to any future director,
officer or key employee of the Registrant or its subsidiaries.

     The Registrant's directors and officers are insured against losses
arising from any claim against them as such for wrongful acts or omissions,
subject to certain limitations.

ITEM 8.  EXHIBITS

     The exhibits included as part of this Registration Statement are as
follows:

Exhibit Number                Description

4(a)           Amended and Restated Certificate of Incorporation (included
               as Exhibit 3(a) to the Registrant's Quarterly Report on Form
               10-Q for the fiscal quarter ended July 31, 1986 previously
               filed with the Commission and included herein by reference)

4(b)           Certificate of Amendment of Amended and Restated Certificate
               of Incorporation dated April 1, 1987 (included as Exhibit 
               3(b) to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended April 30, 1987 previously filed with
               the Commission and included herein by reference)

4(c)           Certificate of Amendment of Amended and Restated Certificate
               of Incorporation dated March 29, 1989 (included as Exhibit 
               3(c) to the Registrant's Quarterly Report on Form 10-Q for
               the fiscal quarter ended April 30, 1989 previously filed with
               the Commission and incorporated herein by reference)

4(d)           Certificate of Amendment of Restated Certificate of
               Incorporation dated December 30, 1993 (included as Exhibit
               3(d) to the Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1994 previously filed with the
               Commission and incorporated herein by reference)

                              Page 3
4(e)           Certificate of Amendment of Restated Certificate of
               Incorporation dated May 23, 1994 (included as Exhibit 4(e) to
               the Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1994 previously filed with the
               Commission and incorporated herein by reference)

4(f)           Amended and Restated Bylaws, amended as of May 23, 1995
               (included as Exhibit 4(f) to the Registrant's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1994
               previously filed with the Commission and incorporated herein
               by reference)

5(a) & 23(a)   Opinion and Consent of Counsel to Registrant*

23(b)          Consent of Independent Auditors*

99             Registrants 1995 Stock Option and Award Plan (included as 
               Exhibit 10(x) to Registrant's Annual Report on Form 10-K
               for the fiscal year ended December 31, 1994 filed with the 
               Commission and incorporated herein by reference)

*  Filed herewith.

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement, to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and (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 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)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

                              Page 4
(d)  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
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.
                              Page 5
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 May 3,
1995.

                              AMRESCO, INC.

                              By:  /s/Robert H. Lutz, Jr.
                                   Robert H. Lutz, Jr.
                                   Chairman of the Board

POWER OF ATTORNEY

Each of the persons whose signature appears below hereby authorizes Robert
H. Lutz, Jr. and L. Keith Blackwell, Esq., and each of them, as attorneys-
in-fact, to sign in his name and on behalf individually and in each
capacity designated below, and to file, any amendments, including post-
effective amendments, to this Registration Statement.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

     Signature                    Title                      Date

/s/Robert H. Lutz, Jr.         Chairman of the Board         5/30/95
Robert H. Lutz, Jr.            and Chief Executive Officer

/s/Robert L. Adair III         President, Chief Operating    5/30/95   
Robert L. Adair III            Officer and Director

/s/Barry L. Edwards            Executive Vice President,     5/30/95
Barry L. Edwards               Treasurer and Chief
                               Financial Officer

/s/Ronald B. Kirkland          Vice President and Chief      5/30/95
Ronald B. Kirkland             Accounting Officer

/s/James P. Cotton, Jr.        Director                      5/23/95
James P. Cotton, Jr.

/s/Richard L. Cravey           Director                      5/30/95   
Richard L. Cravey

/s/Gerald E. Eickhoff          Director                      5/24/95
Gerald E. Eickhoff

/s/William S. Green            Director                      5/25/95
William S. Green

                               Director 
Amy J. Jorgensen

                              Page 6
/s/John J. McDonough           Director                      5/26/95
John J. McDonough

/s/Bruce W. Schnitzer          Director                      5/23/95
Bruce W. Schnitzer

                              Page 7
EXHIBIT INDEX
                                   TO
                    REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                Description

5(a) & 23(a)        Opinion and Consent of Counsel to Registrant

23(b)               Consent of Independent Auditors

                             Page 8