Registration No. _________

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

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

                          WEST PHARMACEUTICAL SERVICES, INC.
                  (Exact name of issuer as specified in its charter)

             Pennsylvania                              23-1210010
             (State of Incorporation)                  (I.R.S.     Employer
                                                      Identification No.)

             101 Gordon Drive
             Lionville, Pennsylvania 19341
             (Address of Principal Executive Offices) (Zip Code)

                          WEST PHARMACEUTICAL SERVICES, INC.
                      1999 NON-QUALIFIED STOCK OPTION PLAN FOR 
                                NON-EMPLOYEE DIRECTORS
                               (Full title of the plan)

                              John R. Gailey III, Esquire
                              Vice President, General Counsel and Secretary
                              West Pharmaceutical Services, Inc.
                              101 Gordon Drive
                              Lionville, Pennsylvania  19341
                              (Name and address of agent for service)

                                    (610) 594-3319
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
                                         Proposed     Proposed
           Title of          Amount       maximum     maximum
           securities         to be       offering    aggregate   Amount of
           to be            registered    price per   offering   registration
           registered           (1)        share (2)  price (2)      fee
           ------------------------------------------------------------------
           Common Stock,
           par value        
           $.25 per         125,000 
           per share         shares        $32.81     $4,101,250  $1,140.15
           ----------------------------------------------------------------- 

          (1)This Registration Statement also registers such  additional
             indeterminate number of shares  of Common Stock  or other
             securities as  may become issuable by reason of  the
             anti-dilution adjustment provisions of the 1999 Non-Qualified
             Stock Option Plan for  Non-Employee Directors.

          (2) Estimated solely for purposes  of  determining the registration
              fee in accordance  with  Rule  457(h) under  the Securities 
              Act  of 1933  on the basis of  $32.81 per share  the average
              of  the high and  low prices  of the  Company's  Common  Stock
              as reported  in  the  consolidated reporting system  of the New
              York  Stock Exchange on May 17, 1999.

          Item 3.  Incorporation of Documents by Reference.

                The Company's 1998  Annual Report on Form 10-K for the year
          ended  December 31, 1998  (Commission File  No. 1-8036),  and the
          Company's Report on  Form 10-Q for  the quarter ending  March 31,
          1999  (Commission  File  No. 1-8036)  have  been  filed  with the
          Securities and Exchange Commission and are incorporated herein by
          reference.

                All documents  subsequently filed  by the Company  pursuant
          to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act  of 1934, prior to  the filing of  a post-effective amendment
          which indicates that all securities offered hereby have been sold
          or which deregisters all  securities then remaining unsold, shall
          be deemed to be incorporated by reference herein and to be a part
          hereof from the date of filing such documents.

          Item 6. Indemnification  of Directors and Officers

                The Company  maintains a  policy of  insurance under  which
          the respective directors and officers (as defined therein) of the
          Company   are  insured  subject   to  specified   exclusions  and
          deductible and retention and maximum amounts against loss arising
          from  any civil  claim or  claims which  may be made  against any
          director or officer  (as so defined) of the Company  by reason of
          any  breach  of duty,  neglect,  error, misstatement,  misleading
          statement,  omission  or  act  done or  wrongfully  attempted  or
          alleged to  have  been  done while  acting  in  their  respective
          capacities.

                Section 8  of  Article II  of  the  Bylaws of  the  Company
          provides  that a  director  shall not  be  personally liable  for
          monetary damages for  any action  taken on of  after January  27,
          1987, or for  failure to take  any action on  or after such  date
          unless (i) the  director has  breached or failed  to perform  the
          duties of  his  office under  Section  8363 of  the  Pennsylvania
          Directors   Liability Act (Act 145  of 1986, P.L. 1458), relating
          to standard of care and justifiable reliance, and (ii) the breach
          or  failure   to   perform  constitutes   self-dealing,   willful
          misconduct  or  recklessness.  The  provisions of  Section  8  of
          Article  II shall not apply to (i)  any criminal statute, or (ii)
          the  liability of  a director  for the  payment of  taxes due  to
          local, state or federal law.

                Article  IV of the Bylaws  provides that  the Company shall
          indemnify any  person who was or  is a party or  threatened to be
          made a party to any threatened, pending or completed action, suit
          or proceeding  by reason of the fact that such person is or was a
          director, officer, employee or agent of the Company or serving as
          at the request of the Company as a director, officer, employee or
          agent of another  entity.  Such indemnification  shall be against
          all expenses, judgments, fines and amounts  paid in settlement of
          such proceedings to the extent that such person has not otherwise
          been indemnified and the  power to give such indemnification  has
          been granted by  statute.   For this purpose,  the Board has  the
          power to buy  and maintain  insurance at  the Company's  expense.
          Payment of expenses may be made to an indemnified person prior to
          the final disposition of an action.

                The   Pennsylvania  Directors    Liability   Act  and   the
          Pennsylvania    Business    Corporations   Law    authorize   the
          indemnification set forth above  if the actions of the  person to
          be   indemnified  did   not  constitute  willful   misconduct  or
          recklessness or, in the opinion of the Company, self-dealing. The
          character of the conduct of the person to be indemnified shall be
          determined    by  members  of  the  Board  not  parties  to  such
          litigation,  independent  counsel  or  the  shareholders  of  the
          Company.   The obligation of the Company to indemnify a director,
          officer,  employee  or  agent  under  Article  IV  constitutes  a
          contract between the Company and such person, and no modification
          or  repeal of  any provision  of Article  IV will affect,  to the
          detriment  of  the  director,  officer, employee  or  agent  such
          obligations  of the Company in  connection with a  claim based in
          any act or failure  to act occurring before such  modification or
          repeal.


          Item 8. Exhibits.

                The following exhibits are filed herewith:

          Exhibit No.                 Description

             5             Opinion of General Counsel regarding 

                           legality of securities being registered.

             23(a)         Consent of PricewaterhouseCoopers LLP


             23(b)         Consent of General Counsel
                           (contained in opinion filed as Exhibit 5)

             24            Powers of Attorney

          Item 9.      Undertakings

             1.     The undersigned registrant hereby undertakes:
               (a)  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.   Notwithstanding    the
                         foregoing, any  increase or decrease in  volume of
                         securities offered (if  the total dollar  value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high
                         end of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission  pursuant to  Rule  424(b) if,  in  the
                         aggregate,   the  changes  in   volume  and  price
                         represent no more than a 20% change in the maximum
                         aggregate   offering  price   set  forth   in  the
                         "Calculation of  Registration  Fee" table  in  the
                         effective registration statement;

                    (iii)     To  include  any  material  information  with
                              respect  to  the  plan  of  distribution  not
                              previously  disclosed  in   the  registration
                              statement  or  any  material  change to  such
                              information in the registration statement;

                         Provided,  however,  that  paragraphs  (a)(i)  and
                         (a)(ii)  above do  not apply  if the  registration
                         statement is on Form  S-3, Form S-8 and Form  F-3,
                         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.

               (b)  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.

               (c)  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.

             2.     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.

             3.     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.





                                      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
          Lionville, Township of Uwchlan,  Commonwealth of Pennsylvania, on
          the 18th day of  May, 1999.

                                       WEST PHARMACEUTICAL SERVICES, INC.



                                       John R. Gailey III
                                       Vice President,  General Counsel and
                                       Secretary

               Pursuant to the requirements of the Securities Act  of 1933,
          this  registration  statement  has   been  signed  below  by  the
          following persons in the capacities and on the dates indicated.

                  Signature                Title                Date
                                 Chairman and
          -------------------    Chief Executive Officer
          William G. Little     (Principal Executive Officer   May 18, 1999
                                    
          
                                 Senior Vice President, and
          -------------------    Chief Financial Officer        
          Steven A. Ellers      (Principal Financial Officer)  May 18, 1999

                                 Vice President and
         --------------------    Corporate Controller
         Anna Mae Papso         (Principal Accounting Officer) May 18, 1999  
                                                    
        /s/ Tenley E. Albright   Director

        /s/ John W. Conway       Director
 
        /s/ George W. Ebright    Director
 
        /s/ L. Robert Johnson    Director                    By:
                                                          ________________
                                                               
        /s/ William H.Longfield  Director                 John R. Gailey III
                                                          Attorney-in-Fact 
        /s/ John P. Neafsey      Director                 May 18, 1999
        
        /s/ Anthony Welters      Director

        /s/ J. Roffe Wike, II    Director
        /s/ Geoffrey F. Worden   Director


               Powers of attorney authorizing John R. Gailey III to execute
          this Registration Statement, and  amendments thereto, for each of
          the  directors of  Registrant on  whose behalf  this Registration
          Statement is filed, have been executed and filed in Exhibit 24 to
          this Registration Statement.



                                    Exhibit Index



                                                                 Page
          Number of
          Exhibit No.            Description                Registration
          Statement


             5             Opinion of General Counsel                  7


             23(a)         Consent of PricewaterhouseCoopers LLP       8


             23(b)         Consent of Corporate Counsel
                           (contained in opinion filed as Exhibit 5)


             24            Powers of Attorney                     9 - 17
[{"type": "S-8", "sequence": "1", "description": "S8 FILING", "secsgml_size_bytes": 18394}]
{"company-data": {"conformed-name": "WEST PHARMACEUTICAL SERVICES INC", "cik": "0000105770", "assigned-sic": "3060", "irs-number": "231210010", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78783", "film-number": "99630527"}, "business-address": {"street1": "101 GORDON DR", "street2": "P O BOX 645", "city": "LIONVILLE", "state": "PA", "zip": "19341-0645", "phone": "6105942900"}, "mail-address": {"street1": "101 GORDON DRIVE", "street2": "PO BOX 645", "city": "LIONVILLE", "state": "PA", "zip": "19341-0645"}}
Registration No. _________

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

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

                          WEST PHARMACEUTICAL SERVICES, INC.
                  (Exact name of issuer as specified in its charter)

             Pennsylvania                              23-1210010
             (State of Incorporation)                  (I.R.S.     Employer
                                                      Identification No.)

             101 Gordon Drive
             Lionville, Pennsylvania 19341
             (Address of Principal Executive Offices) (Zip Code)

                          WEST PHARMACEUTICAL SERVICES, INC.
                      1999 NON-QUALIFIED STOCK OPTION PLAN FOR 
                                NON-EMPLOYEE DIRECTORS
                               (Full title of the plan)

                              John R. Gailey III, Esquire
                              Vice President, General Counsel and Secretary
                              West Pharmaceutical Services, Inc.
                              101 Gordon Drive
                              Lionville, Pennsylvania  19341
                              (Name and address of agent for service)

                                    (610) 594-3319
            (Telephone number, including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
                                         Proposed     Proposed
           Title of          Amount       maximum     maximum
           securities         to be       offering    aggregate   Amount of
           to be            registered    price per   offering   registration
           registered           (1)        share (2)  price (2)      fee
           ------------------------------------------------------------------
           Common Stock,
           par value        
           $.25 per         125,000 
           per share         shares        $32.81     $4,101,250  $1,140.15
           ----------------------------------------------------------------- 

          (1)This Registration Statement also registers such  additional
             indeterminate number of shares  of Common Stock  or other
             securities as  may become issuable by reason of  the
             anti-dilution adjustment provisions of the 1999 Non-Qualified
             Stock Option Plan for  Non-Employee Directors.

          (2) Estimated solely for purposes  of  determining the registration
              fee in accordance  with  Rule  457(h) under  the Securities 
              Act  of 1933  on the basis of  $32.81 per share  the average
              of  the high and  low prices  of the  Company's  Common  Stock
              as reported  in  the  consolidated reporting system  of the New
              York  Stock Exchange on May 17, 1999.

          Item 3.  Incorporation of Documents by Reference.

                The Company's 1998  Annual Report on Form 10-K for the year
          ended  December 31, 1998  (Commission File  No. 1-8036),  and the
          Company's Report on  Form 10-Q for  the quarter ending  March 31,
          1999  (Commission  File  No. 1-8036)  have  been  filed  with the
          Securities and Exchange Commission and are incorporated herein by
          reference.

                All documents  subsequently filed  by the Company  pursuant
          to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act  of 1934, prior to  the filing of  a post-effective amendment
          which indicates that all securities offered hereby have been sold
          or which deregisters all  securities then remaining unsold, shall
          be deemed to be incorporated by reference herein and to be a part
          hereof from the date of filing such documents.

          Item 6. Indemnification  of Directors and Officers

                The Company  maintains a  policy of  insurance under  which
          the respective directors and officers (as defined therein) of the
          Company   are  insured  subject   to  specified   exclusions  and
          deductible and retention and maximum amounts against loss arising
          from  any civil  claim or  claims which  may be made  against any
          director or officer  (as so defined) of the Company  by reason of
          any  breach  of duty,  neglect,  error, misstatement,  misleading
          statement,  omission  or  act  done or  wrongfully  attempted  or
          alleged to  have  been  done while  acting  in  their  respective
          capacities.

                Section 8  of  Article II  of  the  Bylaws of  the  Company
          provides  that a  director  shall not  be  personally liable  for
          monetary damages for  any action  taken on of  after January  27,
          1987, or for  failure to take  any action on  or after such  date
          unless (i) the  director has  breached or failed  to perform  the
          duties of  his  office under  Section  8363 of  the  Pennsylvania
          Directors   Liability Act (Act 145  of 1986, P.L. 1458), relating
          to standard of care and justifiable reliance, and (ii) the breach
          or  failure   to   perform  constitutes   self-dealing,   willful
          misconduct  or  recklessness.  The  provisions of  Section  8  of
          Article  II shall not apply to (i)  any criminal statute, or (ii)
          the  liability of  a director  for the  payment of  taxes due  to
          local, state or federal law.

                Article  IV of the Bylaws  provides that  the Company shall
          indemnify any  person who was or  is a party or  threatened to be
          made a party to any threatened, pending or completed action, suit
          or proceeding  by reason of the fact that such person is or was a
          director, officer, employee or agent of the Company or serving as
          at the request of the Company as a director, officer, employee or
          agent of another  entity.  Such indemnification  shall be against
          all expenses, judgments, fines and amounts  paid in settlement of
          such proceedings to the extent that such person has not otherwise
          been indemnified and the  power to give such indemnification  has
          been granted by  statute.   For this purpose,  the Board has  the
          power to buy  and maintain  insurance at  the Company's  expense.
          Payment of expenses may be made to an indemnified person prior to
          the final disposition of an action.

                The   Pennsylvania  Directors    Liability   Act  and   the
          Pennsylvania    Business    Corporations   Law    authorize   the
          indemnification set forth above  if the actions of the  person to
          be   indemnified  did   not  constitute  willful   misconduct  or
          recklessness or, in the opinion of the Company, self-dealing. The
          character of the conduct of the person to be indemnified shall be
          determined    by  members  of  the  Board  not  parties  to  such
          litigation,  independent  counsel  or  the  shareholders  of  the
          Company.   The obligation of the Company to indemnify a director,
          officer,  employee  or  agent  under  Article  IV  constitutes  a
          contract between the Company and such person, and no modification
          or  repeal of  any provision  of Article  IV will affect,  to the
          detriment  of  the  director,  officer, employee  or  agent  such
          obligations  of the Company in  connection with a  claim based in
          any act or failure  to act occurring before such  modification or
          repeal.

          Item 8. Exhibits.

                The following exhibits are filed herewith:

          Exhibit No.                 Description

             5             Opinion of General Counsel regarding 

                           legality of securities being registered.

             23(a)         Consent of PricewaterhouseCoopers LLP

             23(b)         Consent of General Counsel
                           (contained in opinion filed as Exhibit 5)

             24            Powers of Attorney

          Item 9.      Undertakings

             1.     The undersigned registrant hereby undertakes:
               (a)  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.   Notwithstanding    the
                         foregoing, any  increase or decrease in  volume of
                         securities offered (if  the total dollar  value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high
                         end of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission  pursuant to  Rule  424(b) if,  in  the
                         aggregate,   the  changes  in   volume  and  price
                         represent no more than a 20% change in the maximum
                         aggregate   offering  price   set  forth   in  the
                         "Calculation of  Registration  Fee" table  in  the
                         effective registration statement;

                    (iii)     To  include  any  material  information  with
                              respect  to  the  plan  of  distribution  not
                              previously  disclosed  in   the  registration
                              statement  or  any  material  change to  such
                              information in the registration statement;

                         Provided,  however,  that  paragraphs  (a)(i)  and
                         (a)(ii)  above do  not apply  if the  registration
                         statement is on Form  S-3, Form S-8 and Form  F-3,
                         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.

               (b)  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.

               (c)  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.

             2.     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.

             3.     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.

                                      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
          Lionville, Township of Uwchlan,  Commonwealth of Pennsylvania, on
          the 18th day of  May, 1999.

                                       WEST PHARMACEUTICAL SERVICES, INC.

                                       John R. Gailey III
                                       Vice President,  General Counsel and
                                       Secretary

               Pursuant to the requirements of the Securities Act  of 1933,
          this  registration  statement  has   been  signed  below  by  the
          following persons in the capacities and on the dates indicated.

                  Signature                Title                Date
                                 Chairman and
          -------------------    Chief Executive Officer
          William G. Little     (Principal Executive Officer   May 18, 1999
                                    
          
                                 Senior Vice President, and
          -------------------    Chief Financial Officer        
          Steven A. Ellers      (Principal Financial Officer)  May 18, 1999

                                 Vice President and
         --------------------    Corporate Controller
         Anna Mae Papso         (Principal Accounting Officer) May 18, 1999  
                                                    
        /s/ Tenley E. Albright   Director

        /s/ John W. Conway       Director
 
        /s/ George W. Ebright    Director
 
        /s/ L. Robert Johnson    Director                    By:
                                                          ________________
                                                               
        /s/ William H.Longfield  Director                 John R. Gailey III
                                                          Attorney-in-Fact 
        /s/ John P. Neafsey      Director                 May 18, 1999
        
        /s/ Anthony Welters      Director

        /s/ J. Roffe Wike, II    Director
        /s/ Geoffrey F. Worden   Director

               Powers of attorney authorizing John R. Gailey III to execute
          this Registration Statement, and  amendments thereto, for each of
          the  directors of  Registrant on  whose behalf  this Registration
          Statement is filed, have been executed and filed in Exhibit 24 to
          this Registration Statement.

                                    Exhibit Index

                                                                 Page
          Number of
          Exhibit No.            Description                Registration
          Statement

             5             Opinion of General Counsel                  7

             23(a)         Consent of PricewaterhouseCoopers LLP       8

             23(b)         Consent of Corporate Counsel
                           (contained in opinion filed as Exhibit 5)

             24            Powers of Attorney                     9 - 17