<PAGE>
 
     As filed with the Securities and Exchange Commission on June 26, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                               ------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         BELLWETHER EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

           DELAWARE                                76-0437769
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)



1331 LAMAR, SUITE 1455, HOUSTON, TEXAS                 77010
(Address of Principal Executive Offices)             (Zip Code)


                         BELLWETHER EXPLORATION COMPANY
                           1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 J. DARBY SERE
                             1331 LAMAR, SUITE 1455
                             HOUSTON, TEXAS  77010
                    (Name and address of agent for service)

                                 (713) 650-1025
         (Telephone number, including area code, of agent for service)
                         ------------------------------

                                    Copy to:

                            BUTLER & BINION, L.L.P.
                           1000 Louisiana, Suite 1600
                             Houston, Texas  77002
                           Attn:  George G. Young III
                                 (713) 237-3111

                        Calculation of Registration Fee

<TABLE>
<CAPTION>
 --------------------------------------------------------------------------------------------------------------------------
   Title of Securities          Amount                Proposed                 Proposed maximum             Amount of
    to be registered             to be            maximum offering            aggregate offering          registration
                              registered          price per share*                  price                     fee*
--------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>                         <C>                          <C>
         Common                 500,000               $ 8.00                   $ 4,000,000.00            $ 1,180.00
         Stock                  shares
--------------------------------------------------------------------------------------------------------------------------
---------
*  Computed pursuant to Rule 457(h) based on the average of the high and low reported prices on June 23, 1998.

==========================================================================================================================
</TABLE> 
<PAGE>
 
                                    PART I
                                        
                 INFORMATION REQUIRED IN THE 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is omitted
     from this Registration Statement in accordance with the Note to Part I of
     Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act").


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, and all documents subsequently filed by
Bellwether Exploration Company (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all 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 shall be
deemed to be a part hereof from the date of the filing of such documents:

     (a)  the Company's Annual Report on Form 10-K and 10-K/A for the fiscal
          year ended June 30, 1997 (File No. 0-9498);

     (b)  the Company's Transition Report on Form 10-K for the transition period
          from July 1, 1997 to December 31, 1997 (File No. 0-9498);

     (c)  the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 1998 (File No. 0-9498); and

     (d)  "Item 4.  Description of Registrant's Securities Registered" in the
          Company's Registration Statement on Form 8-B (File No. 0-9498)
          describing the Company's Common Stock.

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 General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or 

                                       2
<PAGE>
 
investigative suit or action except actions by or in the right of the
corporation if, in connection with the matters in issue, 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 in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they had no reasonable
cause to believe their conduct was unlawful. Section 145 further provides that
in connection with the defense or settlement of any action by or in the right of
the corporation, a Delaware corporation may indemnify its directors and officers
against expenses actually and reasonably incurred by them if, in connection with
the matters in issue, 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,
except that no indemnification may be made in respect to any claim, issue, or
matter as to which such person has been adjudged liable to the corporation
unless the Delaware Court of Chancery or other court in which such action or
suit is brought approves such indemnification. Section 145 further permits a
Delaware corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and to purchase
indemnity insurance on behalf of its directors and officers. Article Eight of
the Certificate of Incorporation and Section 7.7 of the Bylaws of the Company
provide, in general, that the Company may and shall, respectively, indemnify its
officers and directors to the full extent permitted by Delaware law. Article
Nine of the Certificate of Incorporation of the Company further provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages or breach of fiduciary duty as a director
except for any breach of the director's duty of loyalty, for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, for unlawful payment of dividends or unlawful stock purchases
or redemptions, or for any transaction from which the director derived a
personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS

     EXHIBIT NUMBER
     AND DESCRIPTION
     ---------------

      (4)  Instruments defining the rights of security holders, including
           indentures
           4.1  Specimen Stock Certificate (incorporated by reference to Exhibit
                4.1 to the Company's Registration Statement on
                Form S-1, File No. 33-76570)
           4.2  The Company's 1996 Stock Incentive Plan (incorporated by
                reference to Exhibit 10.20 to the Company's Registration
                Statement on Form S-1, File No. 333-21813.)
      (5)  Opinion regarding legality
           5.1  Opinion of Butler & Binion, L.L.P.
     (23)  Consents of experts and counsel
           23.1 Consent of Butler & Binion, L.L.P. (included in its
                opinion filed as Exhibit 5.1)
           23.2 Consent of KPMG Peat Marwick LLP
     (24)  Power of attorney (included on the signature page hereof)

ITEM 9.  UNDERTAKINGS.

       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:

                                       3
<PAGE>
 
          (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) under the Securities
               Act of 1933 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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or 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.

     (2)  that, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       4
<PAGE>
 
                                   SIGNATURES
                                        
     Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on June 25, 1998.


                                     BELLWETHER EXPLORATION COMPANY


                                     By: /s/ J. Darby Sere
                                        ---------------------------------
                                        J. Darby Sere, Chairman of the Board of
                                        Directors and Chief Executive Officer

                                       5
<PAGE>
 
                                 POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Darby Sere, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him 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, 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 to perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby 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 requirement of the Securities Act, 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/ J. Darby Sere                                 Chairman of the Board of Directors,         June 25, 1998
------------------------------------------------   Chief Executive Officer and President
J. Darby Sere                                      (Principal Executive Office)
 
 
                                                                                               June 25, 1998
/s/ William C. Rankin                              Senior Vice President and Chief         
------------------------------------------------   Financial Officer (Principal Financial  
William C. Rankin                                  and Accounting Officer)                 
 
                                                                                               June 25, 1998
/s/ Vincent H. Buckley                             Director 
------------------------------------------------
Vincent H. Buckley
 
                                                                                               June 25, 1998
/s/ Alexander K. McLanahan                         Director 
------------------------------------------------
Alexander K. McLanahan
 

/s/ Dr. Jack Birks                                 Director                                    June 25, 1998
------------------------------------------------
Dr. Jack Birks
 
                                                                                               June 19, 1998
/s/ Townes G. Pressler                             Director 
------------------------------------------------
Townes G. Pressler
 
                                                                                               June 25, 1998
/s/ Habib Kairouz                                 Director 
------------------------------------------------
Habib Kairouz
 
                                                                                               June 25, 1998
 /s/ J. P. Bryan                                   Director 
------------------------------------------------
J. P. Bryan
</TABLE>

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17912}]
{"company-data": {"conformed-name": "BELLWETHER EXPLORATION CO", "cik": "0000319459", "assigned-sic": "1311", "irs-number": "760437769", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57827", "film-number": "98655097"}, "business-address": {"street1": "1331 LAMAR", "street2": "SUITE 1455", "city": "HOUSTON", "state": "TX", "zip": "77010", "phone": "7136501025"}, "mail-address": {"street1": "1221 LAMAR", "street2": "STE 1600", "city": "HOUSTON", "state": "TX", "zip": "77010-3039"}}
As filed with the Securities and Exchange Commission on June 26, 1998
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                               ------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         BELLWETHER EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

           DELAWARE                                76-0437769
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)

1331 LAMAR, SUITE 1455, HOUSTON, TEXAS                 77010
(Address of Principal Executive Offices)             (Zip Code)

                         BELLWETHER EXPLORATION COMPANY
                           1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                                 J. DARBY SERE
                             1331 LAMAR, SUITE 1455
                             HOUSTON, TEXAS  77010
                    (Name and address of agent for service)

                                 (713) 650-1025
         (Telephone number, including area code, of agent for service)
                         ------------------------------

                                    Copy to:

                            BUTLER & BINION, L.L.P.
                           1000 Louisiana, Suite 1600
                             Houston, Texas  77002
                           Attn:  George G. Young III
                                 (713) 237-3111

                        Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------
   Title of Securities          Amount                Proposed                 Proposed maximum             Amount of
    to be registered             to be            maximum offering            aggregate offering          registration
                              registered          price per share*                  price                     fee*
--------------------------------------------------------------------------------------------------------------------------
Common                 500,000               $ 8.00                   $ 4,000,000.00            $ 1,180.00
         Stock                  shares
--------------------------------------------------------------------------------------------------------------------------
---------
*  Computed pursuant to Rule 457(h) based on the average of the high and low reported prices on June 23, 1998.

==========================================================================================================================
PART I
                                        
                 INFORMATION REQUIRED IN THE 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is omitted
     from this Registration Statement in accordance with the Note to Part I of
     Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act").

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, and all documents subsequently filed by
Bellwether Exploration Company (the "Company") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment to the
Registration Statement which indicates that all 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 shall be
deemed to be a part hereof from the date of the filing of such documents:

     (a)  the Company's Annual Report on Form 10-K and 10-K/A for the fiscal
          year ended June 30, 1997 (File No. 0-9498);

     (b)  the Company's Transition Report on Form 10-K for the transition period
          from July 1, 1997 to December 31, 1997 (File No. 0-9498);

     (c)  the Company's Quarterly Report on Form 10-Q for the quarterly period
          ended March 31, 1998 (File No. 0-9498); and

     (d)  "Item 4.  Description of Registrant's Securities Registered" in the
          Company's Registration Statement on Form 8-B (File No. 0-9498)
          describing the Company's Common Stock.

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 General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines, and
settlements actually and reasonably incurred by them in connection with any
civil, criminal, administrative, or 

                                       2
investigative suit or action except actions by or in the right of the
corporation if, in connection with the matters in issue, 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 in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they had no reasonable
cause to believe their conduct was unlawful. Section 145 further provides that
in connection with the defense or settlement of any action by or in the right of
the corporation, a Delaware corporation may indemnify its directors and officers
against expenses actually and reasonably incurred by them if, in connection with
the matters in issue, 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,
except that no indemnification may be made in respect to any claim, issue, or
matter as to which such person has been adjudged liable to the corporation
unless the Delaware Court of Chancery or other court in which such action or
suit is brought approves such indemnification. Section 145 further permits a
Delaware corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and to purchase
indemnity insurance on behalf of its directors and officers. Article Eight of
the Certificate of Incorporation and Section 7.7 of the Bylaws of the Company
provide, in general, that the Company may and shall, respectively, indemnify its
officers and directors to the full extent permitted by Delaware law. Article
Nine of the Certificate of Incorporation of the Company further provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages or breach of fiduciary duty as a director
except for any breach of the director's duty of loyalty, for acts or omissions
not in good faith or which involved intentional misconduct or a knowing
violation of law, for unlawful payment of dividends or unlawful stock purchases
or redemptions, or for any transaction from which the director derived a
personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS

     EXHIBIT NUMBER
     AND DESCRIPTION
     ---------------

      (4)  Instruments defining the rights of security holders, including
           indentures
           4.1  Specimen Stock Certificate (incorporated by reference to Exhibit
                4.1 to the Company's Registration Statement on
                Form S-1, File No. 33-76570)
           4.2  The Company's 1996 Stock Incentive Plan (incorporated by
                reference to Exhibit 10.20 to the Company's Registration
                Statement on Form S-1, File No. 333-21813.)
      (5)  Opinion regarding legality
           5.1  Opinion of Butler & Binion, L.L.P.
     (23)  Consents of experts and counsel
           23.1 Consent of Butler & Binion, L.L.P. (included in its
                opinion filed as Exhibit 5.1)
           23.2 Consent of KPMG Peat Marwick LLP
     (24)  Power of attorney (included on the signature page hereof)

ITEM 9.  UNDERTAKINGS.

       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:

                                       3
(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) under the Securities
               Act of 1933 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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or 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.

     (2)  that, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES
                                        
     Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on June 25, 1998.

                                     BELLWETHER EXPLORATION COMPANY

                                     By: /s/ J. Darby Sere
                                        ---------------------------------
                                        J. Darby Sere, Chairman of the Board of
                                        Directors and Chief Executive Officer

                                       5
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Darby Sere, his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him 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, 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 to perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby 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 requirement of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                             TITLE                              DATE
           ---------                                             -----                              ----
/s/ J. Darby Sere                                 Chairman of the Board of Directors,         June 25, 1998
------------------------------------------------   Chief Executive Officer and President
J. Darby Sere                                      (Principal Executive Office)
 
 
                                                                                               June 25, 1998
/s/ William C. Rankin                              Senior Vice President and Chief         
------------------------------------------------   Financial Officer (Principal Financial  
William C. Rankin                                  and Accounting Officer)                 
 
                                                                                               June 25, 1998
/s/ Vincent H. Buckley                             Director 
------------------------------------------------
Vincent H. Buckley
 
                                                                                               June 25, 1998
/s/ Alexander K. McLanahan                         Director 
------------------------------------------------
Alexander K. McLanahan
 

/s/ Dr. Jack Birks                                 Director                                    June 25, 1998
------------------------------------------------
Dr. Jack Birks
 
                                                                                               June 19, 1998
/s/ Townes G. Pressler                             Director 
------------------------------------------------
Townes G. Pressler
 
                                                                                               June 25, 1998
/s/ Habib Kairouz                                 Director 
------------------------------------------------
Habib Kairouz
 
                                                                                               June 25, 1998
 /s/ J. P. Bryan                                   Director 
------------------------------------------------
J. P. Bryan
6