As filed with the Securities and Exchange Commission on April 27, 2000.
                                                 Registration No. 333-_________



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549




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



                          OMNI ENERGY SERVICES CORP.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          LOUISIANA              4500 NE INTERSTATE 49           72-1395273
(STATE OR OTHER JURISDICTION    CARENCRO, LOUISIANA  70520    (I.R.S. EMPLOYER
     OF INCORPORATION OR            (318) 896-6664          IDENTIFICATION NO.)
       ORGANIZATION)         (ADDRESS, INCLUDING ZIP CODE,
                            AND TELEPHONE NUMBER, INCLUDING
                              AREA CODE, OF REGISTRANT'S
                             PRINCIPAL EXECUTIVE OFFICES)

                            1999 STOCK OPTION PLAN
                             (FULL TITLE OF PLAN)

                               PETER H. NIELSON
                            Chief Financial Officer
                          OMNI Energy Services Corp.
                             4500 NE Interstate 49
                          Carencro, Louisiana  70520
                                (318) 896-6664
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPY TO:

                              MARGARET F. MURPHY
                           Jones, Walker, Waechter,
                       Poitevent, Carrere & Denegre, L.L.P.
                            201 St. Charles Avenue
                          New Orleans, LA  70170-5100
                                (504) 582-8242

                             ____________________

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>




                                                   PROPOSED      PROPOSED
                                                   MAXIMUM       MAXIMUM
                                AMOUNT             OFFERING      AGGREGATE      AMOUNT OF
TITLE OF SECURITIES             TO BE              PRICE         OFFERING       REGISTRATION
TO BE REGISTERED                REGISTERED(1)      PER SHARE(2)  PRICE          FEE
<S>                             <C>                <C>           <C>            <C>
Common Stock, $0.01 par value
per share                         94,950 shares    $1.50         $142,425       $ 37.60
                                  55,050           $1.578125       86,876         22.94
                                 -------                         --------       -------
                                 150,000                         $229,301       $ 60.54

</TABLE>


(1)A  total  of  150,000  shares issuable under the 1999 Stock Option Plan were
  previously registered on  Form  S-8  registration  number  333-80973.  Upon a
  stock split, stock dividend or similar transaction in the future  and  during
  the  effectiveness  of this Registration Statement involving Common Stock  of
  the Company, the number of shares registered shall be automatically increased
  to cover the additional  shares  in  accordance  with  Rule  416(a) under the
  Securities Act of 1933.

(2)Estimated  solely  for  the  purpose  of  calculating  the registration  fee
  pursuant  to  Rule  457(h)  under the Securities Act of 1933,  based  on  the
  average of the high and low prices of a share of Common Stock reported on the
  Nasdaq Stock Market on April 26, 2000.



<PAGE>
                                  PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by OMNI Energy Services
Corp. (the "Company") with the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

     (a)  The  Company's  Annual  Report  on  Form 10-K for the fiscal year
ended December 31, 1999 as amended on Form 10-K/A filed with the Commission
on April 17, 2000;

     (b)  The  Company's  Current  Report  on  Form   8-K  filed  with  the
Commission on April 17, 2000; and

     (c)  The description of the Common Stock included  in  Item  1  of the
Company's Registration Statement on Form 8-A dated November 17, 1997.

     All  reports  filed  by  the  Company  with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities  Exchange Act of 1934
subsequent  to  the date of this Registration Statement and  prior  to  the
filing of a post-effective  amendment  which  indicates that all securities
offered have been sold or which deregisters all  securities  then remaining
unsold shall, except to the extent otherwise provided by Regulation  S-K or
any  other rule promulgated by the Commission, be deemed to be incorporated
by reference  in this Registration Statement and to be part hereof from the
date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As permitted by Louisiana law, the Company's Articles of Incorporation
contain certain  provisions  eliminating  the  personal  liability  of  the
directors  and  officers  to  the Company and its shareholders for monetary
damages for breaches of their fiduciary  duties  as  directors or officers,
except for (i) a breach of a director's or officer's duty of loyalty to the
Company or to its shareholders, (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation  of  law,  (iii)
dividends  or  stock  repurchases  or  redemptions  that  are illegal under
Louisiana  law  and (iv) any transaction from which he or she  receives  an
improper personal  benefit.   In  addition,  the  Articles of Incorporation
provide  that  if  Louisiana  law  is  amended  to  authorize  the  further
elimination or limitation of the liability of a director  or  officer, then
the liability of the directors or officers shall be eliminated  or  limited
to  the  fullest  extent  permitted  by  Louisiana  law, as amended.  These
provisions  pertain only to breaches of duty by directors  or  officers  in
such capacities  and  limit liability only for breaches of fiduciary duties
under Louisiana corporate  law and not for violations of other laws such as
the federal securities laws.

     The Company's By-laws require  the  Company to indemnify its directors
and officers against certain expenses and costs, judgments, settlements and
fines incurred in the defense of any claim,  including any claim brought by
or in the right of the Company, to which they  were  made parties by reason
of  being  or  having  been  directors  and  officers, subject  to  certain
conditions and limitations.

     In addition, each of the Company's directors  and  executive  officers
has entered into an indemnity agreement with the Company, pursuant to which
the Company has agreed under certain circumstances to purchase and maintain
directors'  and officers' liability insurance.  The agreements also provide
that the Company  will  indemnify  the  directors  and  executive  officers
against  any  costs and expenses, judgments, settlements and fines incurred
in connection with  any  claim involving a director or executive officer by
reason of his position as  a  director  or  executive  officer  that are in
excess  of  the  coverage  provided  by  such insurance; provided that  the
director or executive officer meets certain  standards  of  conduct.  Under
the  indemnity  agreements,  the  Company  is not required to purchase  and
maintain  directors'  and  officers'  liability  insurance  if  it  is  not
reasonably  available  or,  in the reasonable  judgment  of  the  Board  of
Directors, there is insufficient benefit to the Company from the insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion  of  Jones, Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent  of Jones,  Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P. (included in Exhibit 5).
__________

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.

          (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)  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 proceedings) 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 of 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>
                                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 New Orleans,  State of Louisiana,
on March 20, 2000.

                                   OMNI ENERGY SERVICES CORP.



                                   By:  /S/ JOHN H. UNTEREKER

                                        John H. Untereker
                                        President   and   Chief   Executive
                                        Officer

     KNOW  ALL  MEN  BY  THESE  PRESENTS, that each person whose  signature
appears below constitutes and appoints  each  of John H. Untereker or Peter
H.  Nielson,  or either of them, his true and lawful  attorney-in-fact  and
agent, with full  power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments)  to this Registration Statement, and to file the
same  with  all  exhibits  thereto,   and  other  documents  in  connection
therewith, with the Securities and Exchange  Commission, granting unto said
attorney-in-fact and agent full power and authority  to do and perform each
and  every  act and thing requisite and ratifying and confirming  all  that
said attorney-in-fact  and  agent  or  his  substitute  or  substitutes may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                            DATE
<S>                          <C>                                       <C>

/s/ John H. Untereker        President, Chief Executive Officer and    March 20, 2000
John H. Untereker            a Director (Principal Executive Officer)

/s/ Allen R.  Woodard        Vice President-Marketing; Business        March 20, 2000
Allen R. Woodard             Development and a Director

/s/ Peter H. Nielson         Chief Financial Officer                   March 20, 2000
Peter H. Nielson             (Principal Financial and Accounting
                             Officer)

/s/ David A. Jeansonne        Director                                 March 20,2000
David A. Jeansonne

/s/ Robert F. Nash            Director                                 March 20, 2000
Robert F. Nash


/s/ Steven T. Stull           Director                                 March 20, 2000
Steven T. Stull

/s/ Crichton W. Brown         Director                                 March 20, 2000
Crichton W. Brown

/s/ William W. Rucks, IV      Director                                 March 20, 2000
William W. Rucks, IV
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14374}]
{"company-data": {"conformed-name": "OMNI ENERGY SERVICES CORP", "cik": "0001046212", "assigned-sic": "1382", "irs-number": "721395273", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35816", "film-number": "611987"}, "business-address": {"street1": "4500 NE INTERSTATE 49", "city": "CARENCRO", "state": "LA", "zip": "70520", "phone": "3188966664"}, "mail-address": {"street1": "4484 NE EVANGELINE THRUWAY", "city": "CARENCRO", "state": "LA", "zip": "70520"}}
As filed with the Securities and Exchange Commission on April 27, 2000.
                                                 Registration No. 333-_________

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                          OMNI ENERGY SERVICES CORP.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          LOUISIANA              4500 NE INTERSTATE 49           72-1395273
(STATE OR OTHER JURISDICTION    CARENCRO, LOUISIANA  70520    (I.R.S. EMPLOYER
     OF INCORPORATION OR            (318) 896-6664          IDENTIFICATION NO.)
       ORGANIZATION)         (ADDRESS, INCLUDING ZIP CODE,
                            AND TELEPHONE NUMBER, INCLUDING
                              AREA CODE, OF REGISTRANT'S
                             PRINCIPAL EXECUTIVE OFFICES)

                            1999 STOCK OPTION PLAN
                             (FULL TITLE OF PLAN)

                               PETER H. NIELSON
                            Chief Financial Officer
                          OMNI Energy Services Corp.
                             4500 NE Interstate 49
                          Carencro, Louisiana  70520
                                (318) 896-6664
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPY TO:

                              MARGARET F. MURPHY
                           Jones, Walker, Waechter,
                       Poitevent, Carrere & Denegre, L.L.P.
                            201 St. Charles Avenue
                          New Orleans, LA  70170-5100
                                (504) 582-8242

                             ____________________

                        CALCULATION OF REGISTRATION FEE
PROPOSED      PROPOSED
                                                   MAXIMUM       MAXIMUM
                                AMOUNT             OFFERING      AGGREGATE      AMOUNT OF
TITLE OF SECURITIES             TO BE              PRICE         OFFERING       REGISTRATION
TO BE REGISTERED                REGISTERED(1)      PER SHARE(2)  PRICE          FEE
Common Stock, $0.01 par value
per share                         94,950 shares    $1.50         $142,425       $ 37.60
                                  55,050           $1.578125       86,876         22.94
                                 -------                         --------       -------
                                 150,000                         $229,301       $ 60.54
(1)A  total  of  150,000  shares issuable under the 1999 Stock Option Plan were
  previously registered on  Form  S-8  registration  number  333-80973.  Upon a
  stock split, stock dividend or similar transaction in the future  and  during
  the  effectiveness  of this Registration Statement involving Common Stock  of
  the Company, the number of shares registered shall be automatically increased
  to cover the additional  shares  in  accordance  with  Rule  416(a) under the
  Securities Act of 1933.

(2)Estimated  solely  for  the  purpose  of  calculating  the registration  fee
  pursuant  to  Rule  457(h)  under the Securities Act of 1933,  based  on  the
  average of the high and low prices of a share of Common Stock reported on the
  Nasdaq Stock Market on April 26, 2000.
PART II

                  INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by OMNI Energy Services
Corp. (the "Company") with the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

     (a)  The  Company's  Annual  Report  on  Form 10-K for the fiscal year
ended December 31, 1999 as amended on Form 10-K/A filed with the Commission
on April 17, 2000;

     (b)  The  Company's  Current  Report  on  Form   8-K  filed  with  the
Commission on April 17, 2000; and

     (c)  The description of the Common Stock included  in  Item  1  of the
Company's Registration Statement on Form 8-A dated November 17, 1997.

     All  reports  filed  by  the  Company  with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities  Exchange Act of 1934
subsequent  to  the date of this Registration Statement and  prior  to  the
filing of a post-effective  amendment  which  indicates that all securities
offered have been sold or which deregisters all  securities  then remaining
unsold shall, except to the extent otherwise provided by Regulation  S-K or
any  other rule promulgated by the Commission, be deemed to be incorporated
by reference  in this Registration Statement and to be part hereof from the
date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As permitted by Louisiana law, the Company's Articles of Incorporation
contain certain  provisions  eliminating  the  personal  liability  of  the
directors  and  officers  to  the Company and its shareholders for monetary
damages for breaches of their fiduciary  duties  as  directors or officers,
except for (i) a breach of a director's or officer's duty of loyalty to the
Company or to its shareholders, (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation  of  law,  (iii)
dividends  or  stock  repurchases  or  redemptions  that  are illegal under
Louisiana  law  and (iv) any transaction from which he or she  receives  an
improper personal  benefit.   In  addition,  the  Articles of Incorporation
provide  that  if  Louisiana  law  is  amended  to  authorize  the  further
elimination or limitation of the liability of a director  or  officer, then
the liability of the directors or officers shall be eliminated  or  limited
to  the  fullest  extent  permitted  by  Louisiana  law, as amended.  These
provisions  pertain only to breaches of duty by directors  or  officers  in
such capacities  and  limit liability only for breaches of fiduciary duties
under Louisiana corporate  law and not for violations of other laws such as
the federal securities laws.

     The Company's By-laws require  the  Company to indemnify its directors
and officers against certain expenses and costs, judgments, settlements and
fines incurred in the defense of any claim,  including any claim brought by
or in the right of the Company, to which they  were  made parties by reason
of  being  or  having  been  directors  and  officers, subject  to  certain
conditions and limitations.

     In addition, each of the Company's directors  and  executive  officers
has entered into an indemnity agreement with the Company, pursuant to which
the Company has agreed under certain circumstances to purchase and maintain
directors'  and officers' liability insurance.  The agreements also provide
that the Company  will  indemnify  the  directors  and  executive  officers
against  any  costs and expenses, judgments, settlements and fines incurred
in connection with  any  claim involving a director or executive officer by
reason of his position as  a  director  or  executive  officer  that are in
excess  of  the  coverage  provided  by  such insurance; provided that  the
director or executive officer meets certain  standards  of  conduct.  Under
the  indemnity  agreements,  the  Company  is not required to purchase  and
maintain  directors'  and  officers'  liability  insurance  if  it  is  not
reasonably  available  or,  in the reasonable  judgment  of  the  Board  of
Directors, there is insufficient benefit to the Company from the insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion  of  Jones, Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent  of Jones,  Walker,  Waechter,  Poitevent,  Carrere  &
          Denegre, L.L.P. (included in Exhibit 5).
__________

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.

          (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)  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 proceedings) 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 of whether such indemnification  by it is against
public  policy  as expressed in the Act and will be governed by  the  final
adjudication of such issue.
SIGNATURES

     Pursuant to  the  requirements  of  the  Securities  Act  of 1933, the
Registrant  certifies  that  it  has reasonable grounds to believe that  it
meets all of the requirements for  filing  on  Form S-8 and has duly caused
this Registration Statement to be signed on its  behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans,  State of Louisiana,
on March 20, 2000.

                                   OMNI ENERGY SERVICES CORP.

                                   By:  /S/ JOHN H. UNTEREKER

                                        John H. Untereker
                                        President   and   Chief   Executive
                                        Officer

     KNOW  ALL  MEN  BY  THESE  PRESENTS, that each person whose  signature
appears below constitutes and appoints  each  of John H. Untereker or Peter
H.  Nielson,  or either of them, his true and lawful  attorney-in-fact  and
agent, with full  power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments)  to this Registration Statement, and to file the
same  with  all  exhibits  thereto,   and  other  documents  in  connection
therewith, with the Securities and Exchange  Commission, granting unto said
attorney-in-fact and agent full power and authority  to do and perform each
and  every  act and thing requisite and ratifying and confirming  all  that
said attorney-in-fact  and  agent  or  his  substitute  or  substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of  the Securities Act of 1933,  this
Registration  Statement has been signed by the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                  TITLE                            DATE
/s/ John H. Untereker        President, Chief Executive Officer and    March 20, 2000
John H. Untereker            a Director (Principal Executive Officer)

/s/ Allen R.  Woodard        Vice President-Marketing; Business        March 20, 2000
Allen R. Woodard             Development and a Director

/s/ Peter H. Nielson         Chief Financial Officer                   March 20, 2000
Peter H. Nielson             (Principal Financial and Accounting
                             Officer)

/s/ David A. Jeansonne        Director                                 March 20,2000
David A. Jeansonne

/s/ Robert F. Nash            Director                                 March 20, 2000
Robert F. Nash

/s/ Steven T. Stull           Director                                 March 20, 2000
Steven T. Stull

/s/ Crichton W. Brown         Director                                 March 20, 2000
Crichton W. Brown

/s/ William W. Rucks, IV      Director                                 March 20, 2000
William W. Rucks, IV