AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
                                                   REGISTRATION NO. 333-

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549


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





                       FRONTIER OIL CORPORATION
        (Exact name of registrant as specified in its charter)

      WYOMING                                     74-1895085
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

                   10000 MEMORIAL DRIVE, SUITE 600
                         HOUSTON, TEXAS 77024
    (Address, including zip code, of Principal Executive Offices)


               FRONTIER OIL CORPORATION 1999 STOCK PLAN

                       (Full title of the plan)

                            JAMES R. GIBBS
                       FRONTIER OIL CORPORATION
                   10000 MEMORIAL DRIVE, SUITE 600
                         HOUSTON, TEXAS 77024
                            (713) 688-9600
      (Name, address, including zip code, and telephone number,
              including area code, of agent for service)



                               copy to:

                        CHRISTOPHER S. COLLINS
                        ANDREWS & KURTH L.L.P.
                        600 TRAVIS, SUITE 4200
                         HOUSTON, TEXAS 77002
                            (713) 220-4200



                    CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

TITLE OF SECURITIES TO       AMOUNT          PROPOSED        PROPOSED       AMOUNT
    BE REGISTERED            TO BE           OFFERING        MAXIMUM          OF
                             REGISTERED(1)    PRICE          AGGREGATE    REGISTRATION
                                             PER SHARE (2)   OFFERING         FEE
                                                             PRICE (2)
--------------------------   -------------   -------------   -----------  ------------
<S>                          <C>             <C>             <C>          <C>
Common Stock, no par value   2,000,000       $6.2188         $12,437,600  $3,458


</TABLE>

(1) Pursuant to Rule 416(a), this registration statement shall cover any
    additional securities issued to preventdilution resulting from stock splits,
    stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h), based upon theaverage of the high and low prices
    per share for July 27, 1999 on the New York Stock Exchange as reportedin The
    Wall Street Journal on July 28, 1999.






<PAGE>

                              PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Frontier Oil Corporation (the "Company") hereby incorporates by
reference the following documents listed below.   In addition, 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 (the "Exchange Act") (prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

          (a) The Company's Annual Report on Form 10-K for the year ended
              December 31, 1998.

          (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1999.

          (c) The description of the Company's common stock, no par value,
              contained in the Company's Registration Statement on Form  8-A, as
              filed with the Commission (File No. 1-7627).

ITEM 4.   DESCRIPTION OF SECURITIES.

          The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Sections 17-16-850 through 17-16-859 of the Wyoming Business
Corporation Act provide that a corporation may indemnify any person who was, is
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other entity, against judgments,
settlements, penalties, fines, including an excise tax assessed with respect to
an employee benefit plan, and reasonable expenses, including counsel fees,
incurred in respect to such action, suit or proceeding if he conducted himself
in good faith and reasonably believed that his conduct was in or at least not
opposed to the corporation's best interests and, with respect to any criminal
action, suit or proceeding, he had no reasonable cause to believe his conduct
was unlawful.

          Article Eight of the Company's Articles of Incorporation, as amended,
provides for the indemnification of the Company's directors, officers, employees
and agents. Specifically, said Article Eight provides in part that:

          The corporation shall indemnify, in the manner and to the full extent
     authorized by law (as now in effect or later amended), any person who was,
     is or may be made a party to any threatened, pending or completed action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative, including an action by or in the right of the corporation,
     by reason of the fact that he is or was a director, officer, employee

                                    - 2 -

<PAGE>

     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, partnership, joint venture, trust or other enterprise, against
     expenses, including attorneys' fees, actually and reasonably incurred by
     him in connection with the action, suit, proceeding or investigation, and
     judgments, fines and amounts paid in settlement if he acted in good faith
     and in a manner he reasonably believed to be in, or not opposed to, the
     best interests of the corporation and, with respect to any criminal action
     or proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit, proceeding or investigation by
     judgment, order, settlement, conviction or upon a plea of nolo contendere
     or its equivalent, shall not, of itself, create a presumption that such
     person did not act in good faith and in a manner which is reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          The Company's Bylaws also contain indemnification provisions which
substantially conform to Article Eight of its Articles of Incorporation, as
amended.

          The Company maintains Directors and Officers' Liability Insurance and
have entered into indemnification agreements with its directors and certain of
our officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          The information required by Item 7 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 8.  EXHIBITS.

Exhibit
Number   Description
-------

5.1      Opinion of Andrews & Kurth L.L.P.

23.1     Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney (included in signature page of this
         Registration Statement)

99.1     Frontier Oil Corporation 1999 Stock Plan

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

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

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

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

                                    - 3 -

<PAGE>

          (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 this
                Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the  Company 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 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.

          (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
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                    - 4 -

<PAGE>

                              SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
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 Houston, State of Texas, on the 28th day of July,
1999.

         FRONTIER OIL CORPORATION



         By: /s/ Julie H. Edwards
             ---------------------
             Julie H. Edwards
             Senior Vice President


                             POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Frontier Oil Corporation (the "Company"), hereby constitutes and
appoints James R. Gibbs and Julie H. Edwards, or either of them (with full power
to each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

    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 the 28th day of July, 1999.

       SIGNATURE                      TITLE                        DATE



/s/ James R. Gibbs      Chairman of the Board, President,       July 28, 1999
------------------      Chief Executive Officer and Director
James R. Gibbs          (Principal Executive Officer)




/s/ Julie H. Edwards    Senior Vice President                   July 28, 1999
--------------------    Chief Financial Officer
Julie H. Edwards        (Principal Financial Officer)



/s/ Jon D. Galvin       Vice President                          July 28, 1999
-----------------       (Principal Accounting Officer)
Jon D. Galvin


                                    - 5 -

<PAGE>

                        Director                          July __, 1999
------------------
Douglas Y. Bech



/s/ G. Clyde Buck       Director                          July 28, 1999
------------------
G. Clyde Buck



                        Director                          July __, 1999
------------------
Paul B. Loyd, Jr.



/s/ Derek A. Price      Director                          July 28, 1999
------------------
Derek A. Price



/s/ Carl W. Schafer     Director                          July 28, 1999
-------------------
Carl W. Schafer

                                    - 6 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15636}]
{"company-data": {"conformed-name": "FRONTIER OIL CORP /NEW/", "cik": "0000110430", "assigned-sic": "2911", "irs-number": "741895085", "state-of-incorporation": "WY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83971", "film-number": "99672689"}, "business-address": {"street1": "10000 MEMORIAL DRIVE", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77024", "phone": "7136889600"}, "mail-address": {"street1": "10000 MEMORIAL DRIVE", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77024"}, "former-company": [{"former-conformed-name": "WAINOCO OIL CORP", "date-changed": "19920703"}, {"former-conformed-name": "WAINOCO OIL LTD /WY/", "date-changed": "19770117"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
                                                   REGISTRATION NO. 333-

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

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

                       FRONTIER OIL CORPORATION
        (Exact name of registrant as specified in its charter)

      WYOMING                                     74-1895085
  (State or other jurisdiction of              (I.R.S. Employer
  incorporation or organization)              Identification No.)

                   10000 MEMORIAL DRIVE, SUITE 600
                         HOUSTON, TEXAS 77024
    (Address, including zip code, of Principal Executive Offices)

               FRONTIER OIL CORPORATION 1999 STOCK PLAN

                       (Full title of the plan)

                            JAMES R. GIBBS
                       FRONTIER OIL CORPORATION
                   10000 MEMORIAL DRIVE, SUITE 600
                         HOUSTON, TEXAS 77024
                            (713) 688-9600
      (Name, address, including zip code, and telephone number,
              including area code, of agent for service)

                               copy to:

                        CHRISTOPHER S. COLLINS
                        ANDREWS & KURTH L.L.P.
                        600 TRAVIS, SUITE 4200
                         HOUSTON, TEXAS 77002
                            (713) 220-4200

                    CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO       AMOUNT          PROPOSED        PROPOSED       AMOUNT
    BE REGISTERED            TO BE           OFFERING        MAXIMUM          OF
                             REGISTERED(1)    PRICE          AGGREGATE    REGISTRATION
                                             PER SHARE (2)   OFFERING         FEE
                                                             PRICE (2)
--------------------------   -------------   -------------   -----------  ------------
Common Stock, no par value   2,000,000       $6.2188         $12,437,600  $3,458
(1) Pursuant to Rule 416(a), this registration statement shall cover any
    additional securities issued to preventdilution resulting from stock splits,
    stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h), based upon theaverage of the high and low prices
    per share for July 27, 1999 on the New York Stock Exchange as reportedin The
    Wall Street Journal on July 28, 1999.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Frontier Oil Corporation (the "Company") hereby incorporates by
reference the following documents listed below.   In addition, 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 (the "Exchange Act") (prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.

          (a) The Company's Annual Report on Form 10-K for the year ended
              December 31, 1998.

          (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1999.

          (c) The description of the Company's common stock, no par value,
              contained in the Company's Registration Statement on Form  8-A, as
              filed with the Commission (File No. 1-7627).

ITEM 4.   DESCRIPTION OF SECURITIES.

          The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

          Sections 17-16-850 through 17-16-859 of the Wyoming Business
Corporation Act provide that a corporation may indemnify any person who was, is
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other entity, against judgments,
settlements, penalties, fines, including an excise tax assessed with respect to
an employee benefit plan, and reasonable expenses, including counsel fees,
incurred in respect to such action, suit or proceeding if he conducted himself
in good faith and reasonably believed that his conduct was in or at least not
opposed to the corporation's best interests and, with respect to any criminal
action, suit or proceeding, he had no reasonable cause to believe his conduct
was unlawful.

          Article Eight of the Company's Articles of Incorporation, as amended,
provides for the indemnification of the Company's directors, officers, employees
and agents. Specifically, said Article Eight provides in part that:

          The corporation shall indemnify, in the manner and to the full extent
     authorized by law (as now in effect or later amended), any person who was,
     is or may be made a party to any threatened, pending or completed action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative, including an action by or in the right of the corporation,
     by reason of the fact that he is or was a director, officer, employee

                                    - 2 -
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, partnership, joint venture, trust or other enterprise, against
     expenses, including attorneys' fees, actually and reasonably incurred by
     him in connection with the action, suit, proceeding or investigation, and
     judgments, fines and amounts paid in settlement if he acted in good faith
     and in a manner he reasonably believed to be in, or not opposed to, the
     best interests of the corporation and, with respect to any criminal action
     or proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit, proceeding or investigation by
     judgment, order, settlement, conviction or upon a plea of nolo contendere
     or its equivalent, shall not, of itself, create a presumption that such
     person did not act in good faith and in a manner which is reasonably
     believed to be in or not opposed to the best interests of the corporation
     and, with respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          The Company's Bylaws also contain indemnification provisions which
substantially conform to Article Eight of its Articles of Incorporation, as
amended.

          The Company maintains Directors and Officers' Liability Insurance and
have entered into indemnification agreements with its directors and certain of
our officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          The information required by Item 7 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 8.  EXHIBITS.

Exhibit
Number   Description
-------

5.1      Opinion of Andrews & Kurth L.L.P.

23.1     Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney (included in signature page of this
         Registration Statement)

99.1     Frontier Oil Corporation 1999 Stock Plan

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

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

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

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

                                    - 3 -
(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 this
                Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the  Company 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 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.

          (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
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                    - 4 -
SIGNATURES

    The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
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 Houston, State of Texas, on the 28th day of July,
1999.

         FRONTIER OIL CORPORATION

         By: /s/ Julie H. Edwards
             ---------------------
             Julie H. Edwards
             Senior Vice President

                             POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Frontier Oil Corporation (the "Company"), hereby constitutes and
appoints James R. Gibbs and Julie H. Edwards, or either of them (with full power
to each of them to act alone), his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file this
Registration Statement under the Securities Act of 1933, as amended, and any or
all amendments (including, without limitation, post-effective amendments), with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.

    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 the 28th day of July, 1999.

       SIGNATURE                      TITLE                        DATE

/s/ James R. Gibbs      Chairman of the Board, President,       July 28, 1999
------------------      Chief Executive Officer and Director
James R. Gibbs          (Principal Executive Officer)

/s/ Julie H. Edwards    Senior Vice President                   July 28, 1999
--------------------    Chief Financial Officer
Julie H. Edwards        (Principal Financial Officer)

/s/ Jon D. Galvin       Vice President                          July 28, 1999
-----------------       (Principal Accounting Officer)
Jon D. Galvin

                                    - 5 -
Director                          July __, 1999
------------------
Douglas Y. Bech

/s/ G. Clyde Buck       Director                          July 28, 1999
------------------
G. Clyde Buck

                        Director                          July __, 1999
------------------
Paul B. Loyd, Jr.

/s/ Derek A. Price      Director                          July 28, 1999
------------------
Derek A. Price

/s/ Carl W. Schafer     Director                          July 28, 1999
-------------------
Carl W. Schafer

                                    - 6 -