Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          UNION ACCEPTANCE CORPORATION
             (Exact name of Registrant as specified in its charter)

         Indiana                                                 35-1908796
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             250 N. Shadeland Avenue
                           Indianapolis, Indiana 46219
         (Address of Principal Executive Offices)    (Zip Code)

               UNION ACCEPTANCE CORPORATION 1999 STOCK OPTION PLAN
                              (Full title of plan)


                          Union Acceptance Corporation
                             250 N. Shadeland Avenue
                           Indianapolis, Indiana 46219
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-231-6400

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                  Proposed Maximum              Proposed
   Title of securities       Amount to be        offering price per         maximum aggregate           Amount of
    to be registered          registered             share (1)             offering price (1)       registration fee
========================================================================================================================
<S>                            <C>                     <C>                     <C>                       <C>
         Class A
      Common Stock,
    without par value          300,000 (2)             $7.125                  $2,137,500                $594.23
========================================================================================================================
</TABLE>

(1)      Estimated  solely to determine  the  registration  fee and based on the
         average  of the high and low sales  prices  per share of Class A Common
         Stock of Union  Acceptance  Corporation  as  reported  on the  National
         Association of Securities Dealers Automated Quotation System,  National
         Market System on November 10, 1999, pursuant to Rules 457(c) and (h).

(2)      Any additional  shares of Class A Common Stock to be issued as a result
         of stock  dividends,  stock splits,  or similar  transactions  shall be
         covered by this Registration Statement as provided in Rule 416.





<PAGE>



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

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Union Acceptance Corporation 1999 Stock Option Plan, as amended, (the "Plan") as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into  this Form S-8  Registration  Statement  (the  "Registration
Statement")  pursuant to Item 3 of Part II hereof),  a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (1) The Annual Report on Form 10-K of Union Acceptance Corporation (the
"Registrant") for the fiscal year ended June 30, 1999;

         (2) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities  Exchange Act of 1934 (the "1934 Act") by the  Registrant  since June
30, 1999; and

         (3) The description of the capital stock of the Registrant contained in
the  Registrant's  Registration  Statement on Form 8-A, which was filed with the
Commission on June 3, 1993,  and all amendments or reports filed for the purpose
of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c),  14, and 15(d) of the 1934 Act, prior to the
filing of a  post-effective  amendment  which  indicates that all shares offered
hereby have been sold or which  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.





<PAGE>



Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made parties by reason
of  their  relationships  to the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         The Articles of Incorporation of the Company (as fully restated on June
29, 1994)  provide that the Company  shall  indemnify any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and whether formal or informal (the  "Action"),  by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, partner,
trustee,  employee  or agent  of  another  entity  against  expenses,  including
attorneys'  fees,  judgments,  settlements,  penalties  and  fines  actually  or
reasonably incurred by him in connection with the Action if such person acted in
good faith and in a manner he reasonably believed, in the case of conduct in his
official  capacity,  was in the best  interest of the Company,  and in all other
cases, was not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

         The Company maintains directors' and officers' liability insurance with
an annual  aggregate limit of $5,000,000 for the current policy period,  subject
to a $100,000  retention at the  corporate  level,  for each  wrongful act where
corporate  reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the  Company's  governing  documents,  the  insurer  will  reimburse  the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.

Item 9.  Undertakings.

         (a) The undersigned  Registrant  hereby  undertakes (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (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;  (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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration  Statement;  (2) that, for the purpose of determining any liability
under the 1933 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.

         (c) Insofar as indemnification  for liabilities  arising under the 1933
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 1933 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  1933  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 Indianapolis,  and the State of Indiana, on this 29th
day of October, 1999.

                                     UNION ACCEPTANCE CORPORATION


                                     By: /s/ John M. Stainbrook
                                         --------------------------------------
                                         John M. Stainbrook
                                         President and Chief Executive Officer

         Each person whose  signature  appears below hereby  authorizes  John M.
Stainbrook and Rick A. Brown,  and each of them, to file one or more  amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deem  appropriate,  and each such person hereby  appoints John M. Stainbrook and
Rick A. Brown and each of them, as  attorney-in-fact  to execute in the name and
on behalf of each person  individually,  and in each capacity stated below,  any
such amendment to the registration statement.

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
date indicated.

Signature                           Title                       Date

(1)  Principal Executive Officer:


/s/ John M. Stainbrook              President and Chief         October 29, 1999
----------------------------------  Executive Officer
John M. Stainbrook



(2)  Principal Financial/
     Accounting Officer:


/s/ Rick A. Brown                   Treasurer and               October 29, 1999
----------------------------------  Chief Financial Officer
Rick A. Brown






                                       S-1
(3)  A Majority of the Board
      of Directors


/s/ John M. Davis                             October 29, 1999
-----------------------------------
John M. Davis


/s/ Fred M. Fehsenfeld                        October 29, 1999
-----------------------------------
Fred M. Fehsenfeld


/s/ Donald A. Sherman                         October 29, 1999
-----------------------------------
Donald A. Sherman


/s/ John M. Stainbrook                        October 29, 1999
-----------------------------------
John M. Stainbrook


                                              October ___, 1999
-----------------------------------
Jerry D. Von Deylen


/s/ Richard D. Waterfield                     October 29, 1999
-----------------------------------
Richard D. Waterfield


/s/ Thomas M. West                            October 29, 1999
-----------------------------------
Thomas M. West


                                       S-2


<PAGE>



                                INDEX TO EXHIBITS


Exhibit No.                         Description

    4.1        Articles V and VI of the Articles of  Incorporation  of the
               Registrant  (restated as of June 29, 1994)  respecting  the
               terms of shares,  are  incorporated by reference to Exhibit
               3.1 of the Registrant's  Registration Statement on Form S-1
               (Reg. No. 33-82254).

    4.2        Article  III  -  "Shareholder   Meetings,"   Article  VI  -
               "Certificates  for  Shares,"  Article  VII  -  Section  3 -
               "Inspection of Corporate Records," and Article X - "Control
               Share  Acquisitions  Statute"  of the Code of  By-Laws,  as
               amended, of the Registrant are incorporated by reference to
               the Registrant's  Registration  Statement on Form S-1 (Reg.
               No. 33-82254).

    5          Opinion of Barnes &  Thornburg  as to the  legality  of the
               securities being registered.

    23.1       Consent of Deloitte & Touche.

    23.2       Consent of KPMG LLP.

    23.3       Consent of Barnes & Thornburg  (included as part of Exhibit
               5).

    24         Power of Attorney (included on pages S-1 and S-2).
[{"type": "S-8", "sequence": "1", "description": "UAC 1999 STOCK OPTION PLAN", "secsgml_size_bytes": 16474}]
{"company-data": {"conformed-name": "UNION ACCEPTANCE CORP", "cik": "0000927790", "assigned-sic": "6141", "irs-number": "351908796", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91131", "film-number": "99759681"}, "business-address": {"street1": "250 NORTH SHADELAND AVENUE", "city": "INDIANAPOLIS", "state": "IN", "zip": "46219", "phone": "3172316400"}, "mail-address": {"street1": "45 NORTH PENNSYLVANIA", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204"}}
Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          UNION ACCEPTANCE CORPORATION
             (Exact name of Registrant as specified in its charter)

         Indiana                                                 35-1908796
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             250 N. Shadeland Avenue
                           Indianapolis, Indiana 46219
         (Address of Principal Executive Offices)    (Zip Code)

               UNION ACCEPTANCE CORPORATION 1999 STOCK OPTION PLAN
                              (Full title of plan)

                          Union Acceptance Corporation
                             250 N. Shadeland Avenue
                           Indianapolis, Indiana 46219
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 317-231-6400
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                  Proposed Maximum              Proposed
   Title of securities       Amount to be        offering price per         maximum aggregate           Amount of
    to be registered          registered             share (1)             offering price (1)       registration fee
========================================================================================================================
Class A
      Common Stock,
    without par value          300,000 (2)             $7.125                  $2,137,500                $594.23
========================================================================================================================
(1)      Estimated  solely to determine  the  registration  fee and based on the
         average  of the high and low sales  prices  per share of Class A Common
         Stock of Union  Acceptance  Corporation  as  reported  on the  National
         Association of Securities Dealers Automated Quotation System,  National
         Market System on November 10, 1999, pursuant to Rules 457(c) and (h).

(2)      Any additional  shares of Class A Common Stock to be issued as a result
         of stock  dividends,  stock splits,  or similar  transactions  shall be
         covered by this Registration Statement as provided in Rule 416.
PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Union Acceptance Corporation 1999 Stock Option Plan, as amended, (the "Plan") as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into  this Form S-8  Registration  Statement  (the  "Registration
Statement")  pursuant to Item 3 of Part II hereof),  a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents are hereby incorporated by reference into this
Registration Statement:

         (1) The Annual Report on Form 10-K of Union Acceptance Corporation (the
"Registrant") for the fiscal year ended June 30, 1999;

         (2) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities  Exchange Act of 1934 (the "1934 Act") by the  Registrant  since June
30, 1999; and

         (3) The description of the capital stock of the Registrant contained in
the  Registrant's  Registration  Statement on Form 8-A, which was filed with the
Commission on June 3, 1993,  and all amendments or reports filed for the purpose
of updating such description.

         All documents  subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c),  14, and 15(d) of the 1934 Act, prior to the
filing of a  post-effective  amendment  which  indicates that all shares offered
hereby have been sold or which  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made parties by reason
of  their  relationships  to the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         The Articles of Incorporation of the Company (as fully restated on June
29, 1994)  provide that the Company  shall  indemnify any person who was or is a
party,  or is  threatened  to be made a party,  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and whether formal or informal (the  "Action"),  by reason of the
fact that he is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer, partner,
trustee,  employee  or agent  of  another  entity  against  expenses,  including
attorneys'  fees,  judgments,  settlements,  penalties  and  fines  actually  or
reasonably incurred by him in connection with the Action if such person acted in
good faith and in a manner he reasonably believed, in the case of conduct in his
official  capacity,  was in the best  interest of the Company,  and in all other
cases, was not opposed to the best interest of the Company, and, with respect to
any criminal action or proceeding, he either had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.

         The Company maintains directors' and officers' liability insurance with
an annual  aggregate limit of $5,000,000 for the current policy period,  subject
to a $100,000  retention at the  corporate  level,  for each  wrongful act where
corporate  reimbursement is available to any director or officer. When corporate
reimbursement is not available as prescribed by applicable common law, statutory
law or the  Company's  governing  documents,  the  insurer  will  reimburse  the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The exhibits  furnished with the  Registration  Statement are listed on
page E-1.

Item 9.  Undertakings.

         (a) The undersigned  Registrant  hereby  undertakes (1) to file, during
any period in which offers or sales are being made, a  post-effective  amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (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;  (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 clauses (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those clauses is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the
Registration  Statement;  (2) that, for the purpose of determining any liability
under the 1933 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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.

         (c) Insofar as indemnification  for liabilities  arising under the 1933
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 1933 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  1933  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 Indianapolis,  and the State of Indiana, on this 29th
day of October, 1999.

                                     UNION ACCEPTANCE CORPORATION

                                     By: /s/ John M. Stainbrook
                                         --------------------------------------
                                         John M. Stainbrook
                                         President and Chief Executive Officer

         Each person whose  signature  appears below hereby  authorizes  John M.
Stainbrook and Rick A. Brown,  and each of them, to file one or more  amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deem  appropriate,  and each such person hereby  appoints John M. Stainbrook and
Rick A. Brown and each of them, as  attorney-in-fact  to execute in the name and
on behalf of each person  individually,  and in each capacity stated below,  any
such amendment to the registration statement.

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
date indicated.

Signature                           Title                       Date

(1)  Principal Executive Officer:

/s/ John M. Stainbrook              President and Chief         October 29, 1999
----------------------------------  Executive Officer
John M. Stainbrook

(2)  Principal Financial/
     Accounting Officer:

/s/ Rick A. Brown                   Treasurer and               October 29, 1999
----------------------------------  Chief Financial Officer
Rick A. Brown

                                       S-1
(3)  A Majority of the Board
      of Directors

/s/ John M. Davis                             October 29, 1999
-----------------------------------
John M. Davis

/s/ Fred M. Fehsenfeld                        October 29, 1999
-----------------------------------
Fred M. Fehsenfeld

/s/ Donald A. Sherman                         October 29, 1999
-----------------------------------
Donald A. Sherman

/s/ John M. Stainbrook                        October 29, 1999
-----------------------------------
John M. Stainbrook

                                              October ___, 1999
-----------------------------------
Jerry D. Von Deylen

/s/ Richard D. Waterfield                     October 29, 1999
-----------------------------------
Richard D. Waterfield

/s/ Thomas M. West                            October 29, 1999
-----------------------------------
Thomas M. West

                                       S-2
INDEX TO EXHIBITS

Exhibit No.                         Description

    4.1        Articles V and VI of the Articles of  Incorporation  of the
               Registrant  (restated as of June 29, 1994)  respecting  the
               terms of shares,  are  incorporated by reference to Exhibit
               3.1 of the Registrant's  Registration Statement on Form S-1
               (Reg. No. 33-82254).

    4.2        Article  III  -  "Shareholder   Meetings,"   Article  VI  -
               "Certificates  for  Shares,"  Article  VII  -  Section  3 -
               "Inspection of Corporate Records," and Article X - "Control
               Share  Acquisitions  Statute"  of the Code of  By-Laws,  as
               amended, of the Registrant are incorporated by reference to
               the Registrant's  Registration  Statement on Form S-1 (Reg.
               No. 33-82254).

    5          Opinion of Barnes &  Thornburg  as to the  legality  of the
               securities being registered.

    23.1       Consent of Deloitte & Touche.

    23.2       Consent of KPMG LLP.

    23.3       Consent of Barnes & Thornburg  (included as part of Exhibit
               5).

    24         Power of Attorney (included on pages S-1 and S-2).