As filed with the Securities and Exchange Commission on November 21, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                               USURF AMERICA, INC.
                       (Name of Registrant in its charter)

                 NEVADA                                  91-2117796
       (State or jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                  Identification No.)

                         6005 DELMONICO DRIVE, SUITE 140
                        COLORADO SPRINGS, COLORADO 80919
                                 (719) 260-6455
              (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

              SECOND AMENDED AND RESTATED 2002 STOCK OWNERSHIP PLAN
                            (Full Title of the Plan)

                         DOUGLAS O. MCKINNON, PRESIDENT
                         6005 DELMONICO DRIVE, SUITE 140
                        COLORADO SPRINGS, COLORADO 80919
                                 (719) 260-6455
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                      201 South Biscayne Blvd., Suite 2000
                                 Miami, FL 33131
                                 (305) 539-3300
                               (305) 358-7095 Fax

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED       PROPOSED
                                         MAXIMUM        MAXIMUM
                           AMOUNT       OFFERING       AGGREGATE      AMOUNT OF
TITLE OF SECURITIES        TO BE        PRICE PER      OFFERING     REGISTRATION
 TO BE REGISTERED        REGISTERED     SHARE (1)      PRICE(1)        FEE(1)
--------------------------------------------------------------------------------
Common Stock            12,000,000       $0.17       $2,040,000       $165.04
--------------------------------------------------------------------------------
Total                   12,000,000       $0.17       $2,040,000       $165.04
--------------------------------------------------------------------------------

(1)   Pursuant to Rule  457(h)(1) of the  Securities  Exchange Act of 1934,  the
      proposed  maximum  offering price per share,  proposed  maximum  aggregate
      offering price and amount of registration fee were computed based upon the
      average  of the high and low  prices  of the  shares  of  Common  Stock on
      November 10, 2003.

<PAGE>

                                     PART I

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.


                                     PART II


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

      (a)   The Annual  Report of the  Company on Form 10-K for the fiscal  year
            ended December 31, 2002.

      (b)   Form 10-QSB for the three-month period ending March 31, 2003.

      (c)   Form 10-QSB for the three-month period ending June 30, 2003.

      (d)   Form 8-K dated  January 16, 2003  disclosing a change in  certifying
            accountant.

      (e)   Form 8-K  dated  March 10,  2003  announcing  entering  into a stock
            purchase agreement.

      (f)   Form 8-K dated March 31, 2003  disclosing a change in the  Company's
            principal office and resignation of a director.

      (g)   Form 8-K dated August 26, 2003 disclosing an acquisition.

      (h)   Form 8-K dated  September  22,  2003  disclosing  the results of the
            annual shareholders meeting.

      (i)   The description of the Company's  Common Stock, par value $.0001 per
            share (the "Common  Stock"),  which is  contained  in the  Company's
            Registration  Statement  on Form  S-1  filed  under  the  Securities
            Exchange Act of 1934, as amended (the "Exchange Act") on October 11,
            2002,  including any  amendment or report filed with the  Commission
            for the purpose of updating such description of Common Stock.

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

      Nevada Revised Statutes 78.750,  751, and 752 have similar provisions that
provide for discretionary and mandatory indemnification of officers,  directors,
employees, and agents of a corporation. Under these provisions, such persons may
be indemnified by a corporation  against  expenses,  including  attorney's fees,
judgment, fines and amounts paid in settlement, actually and reasonably incurred
by him in connection  with the action,  suit or proceeding,  if he acted in good
faith and in a manner  which he  reasonably  believed to be in or opposed to the

                                       2
<PAGE>

best  interests of the  corporation  and with respect to any criminal  action or
proceeding,  had no reasonable cause to any action,  suit or proceeding,  had no
reasonable cause to believe his conduct was unlawful.

      To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding,  or in defense of any claim, issue or matter, he must be indemnified
by a corporation  against  expenses,  including  attorney's  fees,  actually and
reasonably incurred by him in connection with the defense.

      Any  indemnification,   unless  ordered  by  a  court  or  advanced  by  a
corporation,  must be made  only  as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the circumstances. The determination must be made:

      o     By the stockholders;

      o     By the board of directors by majority vote of a quorum consisting of
      directors who were not parties to that act, suit or proceeding;

      o     If a majority vote of a quorum  consisting of directors who were not
      parties to the act, suit or proceeding cannot be obtained,  by independent
      legal counsel in a written opinion; or

      o     If a quorum consisting of directors who were not parties to the act,
      suit or proceeding  cannot be obtained,  by independent legal counsel in a
      written opinion;

      o     Expenses of officers and directors  incurred in defending a civil or
      criminal  action,  suit or proceeding  must be paid by the  corporation as
      they are incurred and in advance of the final  disposition  of the action,
      suit or  proceeding,  upon  receipt of an  undertaking  by the director or
      officer to repay the amount if it is  ultimately  determined by a court of
      competent  jurisdiction  that he is not  entitled to be  indemnified  by a
      corporation.

      o     To the  extent  that a  director,  officer,  employee  or agent of a
      corporation  has been  successful on the merits or otherwise in defense of
      any action,  suit or proceeding  referred to in subsections 1 and 2, or in
      defense  of any  claim,  issue or  matter  therein,  a  corporation  shall
      indemnify him against expenses,  including  attorneys' fees,  actually and
      reasonably incurred by him in connection with the defense.

                                       3
<PAGE>

SEC POSITION ON INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small  business  issuer  has been  advised  that in the  opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable


ITEM 8. EXHIBITS.

Exhibit
4.1   Second Amended and Restated 2002 Stock Ownership Plan (filed herewith)

5.1   Opinion of Kirkpatrick & Lockhart LLP re: Legality (filed herewith)

23.1  Consent of Hein + Associates LLP. (filed herewith)

23.2  Consent of Postlethwaite & Netterville (filed herewith)

23.3  Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5.1 opinion
      letter)

                                       4
<PAGE>

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  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
proceeding)  is  asserted  by such  director,  officer,  or  controlling  person
connected 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 Act and will
be governed by the final adjudication of such issue.

                                       5
<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 State of Colorado, on November 20, 2003.


USURF AMERICA, INC.

By:   /S/ DOUGLAS O. MCKINNON
   ----------------------------------------------
      Douglas O. McKinnon, President
      and Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated below:


SIGNATURES                            TITLE                          DATE
----------                            -----                          ----

/s/ Douglas O. Mckinnon         President and Chief            November 21, 2003
--------------------------      Executive Officer
Douglas O. McKinnon             (Principal Executive
                                Officer) and Director


/s/ Christopher K. Brenner      Chief Financial Officer        November 21, 2003
 -------------------------      (Principal Accounting
Christopher K. Brenner          Officer) and Director



/s/ Richard E. Wilson           Director                       November 21, 2003
--------------------------
Richard E. Wilson

                                       6
[{"type": "S-8", "sequence": "1", "filename": "fs8.txt", "secsgml_size_bytes": 14586}]
{"company-data": {"conformed-name": "USURF AMERICA INC", "cik": "0001035398", "assigned-sic": "7370", "irs-number": "721346591", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110660", "film-number": "031017690"}, "business-address": {"street1": "8748 QUARTERS LAKE RD", "city": "BATON ROUGE", "state": "LA", "zip": "70809", "phone": "2259227744"}, "mail-address": {"street1": "6005 DELMONICO DRIVE STE. 140", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80919"}, "former-company": [{"former-conformed-name": "INTERNET MEDIA CORP", "date-changed": "19980729"}, {"former-conformed-name": "MEDIA ENTERTAINMENT INC", "date-changed": "19980729"}]}
As filed with the Securities and Exchange Commission on November 21, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                               USURF AMERICA, INC.
                       (Name of Registrant in its charter)

                 NEVADA                                  91-2117796
       (State or jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                  Identification No.)

                         6005 DELMONICO DRIVE, SUITE 140
                        COLORADO SPRINGS, COLORADO 80919
                                 (719) 260-6455
              (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

              SECOND AMENDED AND RESTATED 2002 STOCK OWNERSHIP PLAN
                            (Full Title of the Plan)

                         DOUGLAS O. MCKINNON, PRESIDENT
                         6005 DELMONICO DRIVE, SUITE 140
                        COLORADO SPRINGS, COLORADO 80919
                                 (719) 260-6455
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                      201 South Biscayne Blvd., Suite 2000
                                 Miami, FL 33131
                                 (305) 539-3300
                               (305) 358-7095 Fax

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                        PROPOSED       PROPOSED
                                         MAXIMUM        MAXIMUM
                           AMOUNT       OFFERING       AGGREGATE      AMOUNT OF
TITLE OF SECURITIES        TO BE        PRICE PER      OFFERING     REGISTRATION
 TO BE REGISTERED        REGISTERED     SHARE (1)      PRICE(1)        FEE(1)
--------------------------------------------------------------------------------
Common Stock            12,000,000       $0.17       $2,040,000       $165.04
--------------------------------------------------------------------------------
Total                   12,000,000       $0.17       $2,040,000       $165.04
--------------------------------------------------------------------------------

(1)   Pursuant to Rule  457(h)(1) of the  Securities  Exchange Act of 1934,  the
      proposed  maximum  offering price per share,  proposed  maximum  aggregate
      offering price and amount of registration fee were computed based upon the
      average  of the high and low  prices  of the  shares  of  Common  Stock on
      November 10, 2003.
PART I

      The documents  containing the information  specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Act").  Such  documents  need not be filed  with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents,  which include the
statement  of  availability  required by Item 2 of Form S-8,  and the  documents
incorporated by reference in this Registration  Statement  pursuant to Item 3 of
Form S-8 (Part II hereof),  taken  together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Act.

                                     PART II

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

      (a)   The Annual  Report of the  Company on Form 10-K for the fiscal  year
            ended December 31, 2002.

      (b)   Form 10-QSB for the three-month period ending March 31, 2003.

      (c)   Form 10-QSB for the three-month period ending June 30, 2003.

      (d)   Form 8-K dated  January 16, 2003  disclosing a change in  certifying
            accountant.

      (e)   Form 8-K  dated  March 10,  2003  announcing  entering  into a stock
            purchase agreement.

      (f)   Form 8-K dated March 31, 2003  disclosing a change in the  Company's
            principal office and resignation of a director.

      (g)   Form 8-K dated August 26, 2003 disclosing an acquisition.

      (h)   Form 8-K dated  September  22,  2003  disclosing  the results of the
            annual shareholders meeting.

      (i)   The description of the Company's  Common Stock, par value $.0001 per
            share (the "Common  Stock"),  which is  contained  in the  Company's
            Registration  Statement  on Form  S-1  filed  under  the  Securities
            Exchange Act of 1934, as amended (the "Exchange Act") on October 11,
            2002,  including any  amendment or report filed with the  Commission
            for the purpose of updating such description of Common Stock.

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

      Nevada Revised Statutes 78.750,  751, and 752 have similar provisions that
provide for discretionary and mandatory indemnification of officers,  directors,
employees, and agents of a corporation. Under these provisions, such persons may
be indemnified by a corporation  against  expenses,  including  attorney's fees,
judgment, fines and amounts paid in settlement, actually and reasonably incurred
by him in connection  with the action,  suit or proceeding,  if he acted in good
faith and in a manner  which he  reasonably  believed to be in or opposed to the

                                       2
best  interests of the  corporation  and with respect to any criminal  action or
proceeding,  had no reasonable cause to any action,  suit or proceeding,  had no
reasonable cause to believe his conduct was unlawful.

      To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding,  or in defense of any claim, issue or matter, he must be indemnified
by a corporation  against  expenses,  including  attorney's  fees,  actually and
reasonably incurred by him in connection with the defense.

      Any  indemnification,   unless  ordered  by  a  court  or  advanced  by  a
corporation,  must be made  only  as  authorized  in the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the circumstances. The determination must be made:

      o     By the stockholders;

      o     By the board of directors by majority vote of a quorum consisting of
      directors who were not parties to that act, suit or proceeding;

      o     If a majority vote of a quorum  consisting of directors who were not
      parties to the act, suit or proceeding cannot be obtained,  by independent
      legal counsel in a written opinion; or

      o     If a quorum consisting of directors who were not parties to the act,
      suit or proceeding  cannot be obtained,  by independent legal counsel in a
      written opinion;

      o     Expenses of officers and directors  incurred in defending a civil or
      criminal  action,  suit or proceeding  must be paid by the  corporation as
      they are incurred and in advance of the final  disposition  of the action,
      suit or  proceeding,  upon  receipt of an  undertaking  by the director or
      officer to repay the amount if it is  ultimately  determined by a court of
      competent  jurisdiction  that he is not  entitled to be  indemnified  by a
      corporation.

      o     To the  extent  that a  director,  officer,  employee  or agent of a
      corporation  has been  successful on the merits or otherwise in defense of
      any action,  suit or proceeding  referred to in subsections 1 and 2, or in
      defense  of any  claim,  issue or  matter  therein,  a  corporation  shall
      indemnify him against expenses,  including  attorneys' fees,  actually and
      reasonably incurred by him in connection with the defense.

                                       3
SEC POSITION ON INDEMNIFICATION

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small  business  issuer  has been  advised  that in the  opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable

ITEM 8. EXHIBITS.

Exhibit
4.1   Second Amended and Restated 2002 Stock Ownership Plan (filed herewith)

5.1   Opinion of Kirkpatrick & Lockhart LLP re: Legality (filed herewith)

23.1  Consent of Hein + Associates LLP. (filed herewith)

23.2  Consent of Postlethwaite & Netterville (filed herewith)

23.3  Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5.1 opinion
      letter)

                                       4
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  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
proceeding)  is  asserted  by such  director,  officer,  or  controlling  person
connected 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 Act and will
be governed by the final adjudication of such issue.

                                       5
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 State of Colorado, on November 20, 2003.

USURF AMERICA, INC.

By:   /S/ DOUGLAS O. MCKINNON
   ----------------------------------------------
      Douglas O. McKinnon, President
      and Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated below:

SIGNATURES                            TITLE                          DATE
----------                            -----                          ----

/s/ Douglas O. Mckinnon         President and Chief            November 21, 2003
--------------------------      Executive Officer
Douglas O. McKinnon             (Principal Executive
                                Officer) and Director

/s/ Christopher K. Brenner      Chief Financial Officer        November 21, 2003
 -------------------------      (Principal Accounting
Christopher K. Brenner          Officer) and Director

/s/ Richard E. Wilson           Director                       November 21, 2003
--------------------------
Richard E. Wilson

                                       6