As  filed  with  the  Securities  and  Exchange  Commission  on  May  19, 1999.
Registration No. 333-_____




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

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                                 __________

                             WIRELESS ONE, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                   72-1300837
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                            2506 LAKELAND DRIVE
                         JACKSON, MISSISSIPPI 39208
                (Address, including zip code, of registrant's
                           principal executive offices)




        WIRELESS ONE, INC. 1995 LONG-TERM PERFORMANCE INCENTIVE PLAN
                          (Full title of the plan)
                                 __________

                             THOMAS G. NOULLES
                  SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            WIRELESS ONE, INC.
                           2506 LAKELAND DRIVE
                       JACKSON, MISSISSIPPI 39208
                             (601) 936-1515
          (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  Copy to:

                            W. PHILIP CLINTON
       JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                          201 ST. CHARLES AVENUE
                     NEW ORLEANS, LOUISIANA 70170-5100


                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                              Proposed maximum       Proposed maximum          Amount of
         Title of                    Amount to be              offering price           aggregate             registration
securities to be registered          registered(1)                per unit           offering price               fee
-----------------------------        ----------------         -----------------      -----------------        -------------
<S>                                  <C>                      <C>                    <C>                      <C>
Common Stock (par value $.01
per share)                           400,000 Shares           $ 2.65625(2)           $ 1,062,500.00(2)        $ 295.38(2)

</TABLE>

(1)   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(c) under  the  Securities  Act of 1933, based on the
      average of the high and low price per share of the  Common  Stock  on the
      over-the-counter market on May 12, 1999.



<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents, which have been filed by Wireless One, Inc.
(the "Company") with the  Securities  and  Exchange Commission (the "SEC"),
are incorporated herein by reference:

     (1)  The  Company's Annual Report on Form  10-K  for  the  year  ended
December 31, 1998,  filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");

     (2)  The Company's  Current Report on Form 8-K dated January 15, 1999,
filed pursuant to Section 13 of the Exchange Act;

     (3)  The Company's Current Report on Form 8-K dated February 10, 1999,
filed pursuant to Section  13  of  the  Exchange  Act,  as  amended  by the
Company's  Current  Report  on  Form 8-K/A-1 dated February 11, 1999, filed
pursuant to Section 13 of the Exchange Act;

     (4)  The Company's Current Report  on  Form  8-K dated March 15, 1999,
filed pursuant to Section 13 of the Exchange Act;

     (5)  The Company's Current Report  on  Form  8-K  dated  May 17, 1999,
filed pursuant to Section 13 of the Exchange Act;

     (6)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed pursuant to Section 13 of the Exchange Act;

     (7)  All other reports filed by the Company pursuant  to Section 13 of
the Exchange Act since December 31, 1998; and

     (8)  The  description  of the Company's Common Stock included  in  the
Company's Registration Statement  on  Form  8-A  filed  September 22, 1995,
pursuant to Section 12 of the Exchange Act, including any amendment thereto
or report filed for the purpose of updating such description.

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

     Section  145  of  the Delaware General Corporation  Law  (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified  actions,  suits   or   proceedings,   whether  civil,  criminal,
administrative, or investigative (other than action  by  or in the right of
the corporation, a "derivative action"), if they acted in good faith and in
a  manner  they  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  their conduct was unlawful.
A similar standard is applicable in the case of derivative  actions, except
that  indemnification only extends to expenses (including attorneys'  fees)
incurred  in  connection with the defense or settlement of such action, and
the statute requires court approval before there can be any indemnification
if the person seeking  the  indemnification  has  been  found liable to the
corporation.   The  statute  provides  that  it is not exclusive  of  other
indemnification  that may be granted by a corporation's  charter,  by-laws,
disinterested director  vote,  stockholder  vote,  agreement, or otherwise.
Article  X  of  the  Company's  Restated Certificate of Incorporation  (the
"Restated Certificate") and Article  V  of  the  Company's  By-laws require
indemnification  of  directors  and officers of the Company to the  fullest
extent authorized by the DGCL, as  the  same  exists  or  may  hereafter be
amended  (but,  in the case of any such amendment, only to the extent  that
such amendment permits  the  Company  to  provide  broader  indemnification
rights  than  those  indemnification  rights  prior thereto).  The  Company
maintains officers' and directors' liability insurance that insures against
liabilities that officers and directors of the  Company  may  incur in such
capacities.

     Section 102(b)(7) of the DGCL permits a corporation to provide  in its
certificate  of incorporation that a director of the corporation shall  not
be personally  liable  to  the corporation or its stockholders for monetary
damages for breach of fiduciary  duty  as  a director, except for liability
(i)  for  any  transaction  from  which the director  derives  an  improper
personal benefit, (ii) for acts or  omissions  not  in  good  faith or that
involve  intentional  misconduct  or a knowing violation of law, (iii)  for
improper payment of dividends or redemptions  or  purchases  of  shares, or
(iv)  for any breach of a director's duty of loyalty to the corporation  or
its stockholders.   Article  X  of the Restated Certificate includes such a
provision.

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 KPMG Peat Marwick 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

      THE REGISTRANT.   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 Jackson, State of Mississippi, on May
18, 1999.

                                          WIRELESS ONE, INC.



                                          By:      /S/ HENRY M. BURKHALTER
                                                     Henry M. Burkhalter
                                                        President and
                                                   Chief Executive Officer

      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/ HANS J. STERNBERG       Director and Chairman of the Board     May 18, 1999
      Hans J. Sternberg



/S/ HENRY M. BURKHALTER             Director, President            May 18, 1999
     Henry M. Burkhalter        and Chief Executive Officer
                               (Principal Executive Officer)


/S/ ERNEST D. YATES, JR.    Director, Executive Vice President     May 18, 1999
    Ernest D. Yates, Jr.        and Chief Operating Officer



/S/  HENRY G. SCHOPFER, III     Executive  Vice  President,        May 18, 1999
   Henry G. Schopfer, III  Chief Financial Officer and Secretary
                               (Principal Financial Officer)


/S/ WILLIAM D. GRAY                    Controller                  May 18, 1999
       William D. Gray         (Principal Accounting Officer)



                                        Director                   May __, 1999
      Arnold L. Chavkin



<PAGE>
/S/ MARJEAN HENDERSON                   Director                   May 14, 1999
      Marjean Henderson



/S/ CARROLL D. MCHENRY                  Director                   May 14, 1999
     Carroll D. McHenry


<PAGE>
                         EXHIBIT INDEX


                                                                  SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER              DESCRIPTION OF EXHIBITS                           PAGE


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

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Jones, Walker, Waechter, Poitevent, Carrere &
          Denegre, L.L.P. (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14754}]
{"company-data": {"conformed-name": "WIRELESS ONE INC", "cik": "0000918358", "assigned-sic": "4841", "irs-number": "721300837", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78741", "film-number": "99630124"}, "business-address": {"street1": "2506 LAKELAND DRIVE", "city": "JACKSON", "state": "MS", "zip": "39208", "phone": "5049267778"}, "mail-address": {"street1": "2506 LAKELAND DRIVE", "city": "JACKSON", "state": "MS", "zip": "39208"}}
As  filed  with  the  Securities  and  Exchange  Commission  on  May  19, 1999.
Registration No. 333-_____

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

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933
                                 __________

                             WIRELESS ONE, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                   72-1300837
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification No.)

                            2506 LAKELAND DRIVE
                         JACKSON, MISSISSIPPI 39208
                (Address, including zip code, of registrant's
                           principal executive offices)

        WIRELESS ONE, INC. 1995 LONG-TERM PERFORMANCE INCENTIVE PLAN
                          (Full title of the plan)
                                 __________

                             THOMAS G. NOULLES
                  SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                            WIRELESS ONE, INC.
                           2506 LAKELAND DRIVE
                       JACKSON, MISSISSIPPI 39208
                             (601) 936-1515
          (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  Copy to:

                            W. PHILIP CLINTON
       JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                          201 ST. CHARLES AVENUE
                     NEW ORLEANS, LOUISIANA 70170-5100

                      CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum          Amount of
         Title of                    Amount to be              offering price           aggregate             registration
securities to be registered          registered(1)                per unit           offering price               fee
-----------------------------        ----------------         -----------------      -----------------        -------------
Common Stock (par value $.01
per share)                           400,000 Shares           $ 2.65625(2)           $ 1,062,500.00(2)        $ 295.38(2)
(1)   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(c) under  the  Securities  Act of 1933, based on the
      average of the high and low price per share of the  Common  Stock  on the
      over-the-counter market on May 12, 1999.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents, which have been filed by Wireless One, Inc.
(the "Company") with the  Securities  and  Exchange Commission (the "SEC"),
are incorporated herein by reference:

     (1)  The  Company's Annual Report on Form  10-K  for  the  year  ended
December 31, 1998,  filed pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act");

     (2)  The Company's  Current Report on Form 8-K dated January 15, 1999,
filed pursuant to Section 13 of the Exchange Act;

     (3)  The Company's Current Report on Form 8-K dated February 10, 1999,
filed pursuant to Section  13  of  the  Exchange  Act,  as  amended  by the
Company's  Current  Report  on  Form 8-K/A-1 dated February 11, 1999, filed
pursuant to Section 13 of the Exchange Act;

     (4)  The Company's Current Report  on  Form  8-K dated March 15, 1999,
filed pursuant to Section 13 of the Exchange Act;

     (5)  The Company's Current Report  on  Form  8-K  dated  May 17, 1999,
filed pursuant to Section 13 of the Exchange Act;

     (6)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, filed pursuant to Section 13 of the Exchange Act;

     (7)  All other reports filed by the Company pursuant  to Section 13 of
the Exchange Act since December 31, 1998; and

     (8)  The  description  of the Company's Common Stock included  in  the
Company's Registration Statement  on  Form  8-A  filed  September 22, 1995,
pursuant to Section 12 of the Exchange Act, including any amendment thereto
or report filed for the purpose of updating such description.

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

     Section  145  of  the Delaware General Corporation  Law  (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified  actions,  suits   or   proceedings,   whether  civil,  criminal,
administrative, or investigative (other than action  by  or in the right of
the corporation, a "derivative action"), if they acted in good faith and in
a  manner  they  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  their conduct was unlawful.
A similar standard is applicable in the case of derivative  actions, except
that  indemnification only extends to expenses (including attorneys'  fees)
incurred  in  connection with the defense or settlement of such action, and
the statute requires court approval before there can be any indemnification
if the person seeking  the  indemnification  has  been  found liable to the
corporation.   The  statute  provides  that  it is not exclusive  of  other
indemnification  that may be granted by a corporation's  charter,  by-laws,
disinterested director  vote,  stockholder  vote,  agreement, or otherwise.
Article  X  of  the  Company's  Restated Certificate of Incorporation  (the
"Restated Certificate") and Article  V  of  the  Company's  By-laws require
indemnification  of  directors  and officers of the Company to the  fullest
extent authorized by the DGCL, as  the  same  exists  or  may  hereafter be
amended  (but,  in the case of any such amendment, only to the extent  that
such amendment permits  the  Company  to  provide  broader  indemnification
rights  than  those  indemnification  rights  prior thereto).  The  Company
maintains officers' and directors' liability insurance that insures against
liabilities that officers and directors of the  Company  may  incur in such
capacities.

     Section 102(b)(7) of the DGCL permits a corporation to provide  in its
certificate  of incorporation that a director of the corporation shall  not
be personally  liable  to  the corporation or its stockholders for monetary
damages for breach of fiduciary  duty  as  a director, except for liability
(i)  for  any  transaction  from  which the director  derives  an  improper
personal benefit, (ii) for acts or  omissions  not  in  good  faith or that
involve  intentional  misconduct  or a knowing violation of law, (iii)  for
improper payment of dividends or redemptions  or  purchases  of  shares, or
(iv)  for any breach of a director's duty of loyalty to the corporation  or
its stockholders.   Article  X  of the Restated Certificate includes such a
provision.

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 KPMG Peat Marwick 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

      THE REGISTRANT.   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 Jackson, State of Mississippi, on May
18, 1999.

                                          WIRELESS ONE, INC.

                                          By:      /S/ HENRY M. BURKHALTER
                                                     Henry M. Burkhalter
                                                        President and
                                                   Chief Executive Officer

      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/ HANS J. STERNBERG       Director and Chairman of the Board     May 18, 1999
      Hans J. Sternberg

/S/ HENRY M. BURKHALTER             Director, President            May 18, 1999
     Henry M. Burkhalter        and Chief Executive Officer
                               (Principal Executive Officer)

/S/ ERNEST D. YATES, JR.    Director, Executive Vice President     May 18, 1999
    Ernest D. Yates, Jr.        and Chief Operating Officer

/S/  HENRY G. SCHOPFER, III     Executive  Vice  President,        May 18, 1999
   Henry G. Schopfer, III  Chief Financial Officer and Secretary
                               (Principal Financial Officer)

/S/ WILLIAM D. GRAY                    Controller                  May 18, 1999
       William D. Gray         (Principal Accounting Officer)

                                        Director                   May __, 1999
      Arnold L. Chavkin
/S/ MARJEAN HENDERSON                   Director                   May 14, 1999
      Marjean Henderson

/S/ CARROLL D. MCHENRY                  Director                   May 14, 1999
     Carroll D. McHenry
EXHIBIT INDEX

                                                                  SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER              DESCRIPTION OF EXHIBITS                           PAGE

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

23.1      Consent of KPMG Peat Marwick LLP.

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