As filed with the Securities and Exchange Commission on April 3, 1998.
                                               Registration No. 333-__________

==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


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


                         OMNI ENERGY SERVICES CORP.
           (Exact name of registrant as specified in its charter)

   LOUISIANA              4484 NE EVANGELINE THRUWAY             72-1395273
(State or other           CARENCRO, LOUISIANA  70520          (I.R.S. Employer 
 jurisdiction of                (318) 896-6664               Identification No.)
incorporation or  (Address, including zip code, and telephone
  organization)   number, including area code, of Registrant's
                         principal executive offices)

                            STOCK INCENTIVE PLAN
                                    AND
                STOCK OPTION AGREEMENTS WITH CERTAIN EMPLOYEES
                            (Full title of plans)

                               DAVID E. CRAYS
                  VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                         OMNI ENERGY SERVICES CORP.
                         4484 NE EVANGELINE THRUWAY
                         CARENCRO, LOUISIANA  70520
                              (318) 896-6664
          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                                  COPY TO:

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

                            ____________________

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
                                                                           PROPOSED             PROPOSED
                                                                            MAXIMUM              MAXIMUM             AMOUNT OF
           TITLE OF EACH CLASS OF                  AMOUNT TO BE         OFFERING PRICE          AGGREGATE          REGISTRATION
         SECURITIES TO BE REGISTERED               REGISTERED{(1)}         PER SHARE         OFFERING PRICE             FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>                <C>                    <C>
Common Stock, $0.01 par value per share{(3)}      1,061,500 shares        $  11.00(2)       $ 11,676,500(2)          $   3,445
                                                      8,000 shares        $  10.375(2)      $     83,000(2)          $      25
                                                    118,018 shares        $   2.28(2)       $    269,081(2)          $      80
                                                    430,500 shares        $  12.00(3)       $  5,166,000             $   1,524
                                                  ----------------        --------          ------------             ---------
Total                                             1,618,018 shares                          $ 17,194,581             $   5,074
==============================================================================================================================
</TABLE>

(1)Upon a stock split, stock dividend or similar transaction in  the future and
   during  the  effectiveness  of this Registration Statement involving  Common
   Stock of the Company, the number of shares registered shall be automatically
   increased to cover the additional  shares  in  accordance  with  Rule 416(a)
   under the Securities Act of 1933.
(2)Computed  in  accordance with Rule 457(h) under the Securities Act of  1933,
   calculated based  upon  the price at which currently outstanding options are
   exercisable.
(3)Estimated  solely  for the  purpose  of  calculating  the  registration  fee
   pursuant to Rule 457(h)  under  the  Securities  Act  of  1933, based on the
   average  of the high and low prices of a share of Common Stock  reported  on
   the Nasdaq Stock Market on March 31, 1998.
===============================================================================


                              PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The  Company's  Annual Report on Form 10-K for  the  fiscal  year
ended December 31, 1997 filed  pursuant  to  Section  13  of the Securities
Exchange Act of 1934; and

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

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

     23.1 Consent of Arthur Andersen LLP.

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period  in  which offers or sales are
being  made, a post-effective amendment to this registration  statement  to
include  any  material information with respect to the plan of distribution
not previously  disclosed  in  the  registration  statement or any material
change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment  shall be deemed
to  be  a  new  registration  statement relating to the securities  offered
therein, and the offering of such  securities  at that time shall be deemed
to be the initial bona fide offering thereof.

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

     (b)  The undersigned  registrant  hereby undertakes that, for purposes
of determining any liability under the Securities  Act of 1933, each filing
of  the  registrant's annual report pursuant to section  13(a)  or  section
15(d) of the  Securities  Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit  plan's  annual  report  pursuant  to section
15(d)  of  the  Securities  Exchange  Act of 1934) that is incorporated  by
reference  in the registration statement  shall  be  deemed  to  be  a  new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or  otherwise, the registrant has been advised that in the opinion  of  the
Securities  and  Exchange Commission such indemnification is against public
policy as expressed  in  the  Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of  expenses  incurred or paid by a director,
officer or controlling person of the registrant  in  the successful defense
of any action, suit or proceedings) is asserted by such  director,  officer
or  controlling  person in connection with the securities being registered,
the registrant will,  unless  in  the opinion of its counsel the matter has
been settled by controlling precedent,  submit  to  a  court of appropriate
jurisdiction the question of whether such indemnification  by it is against
public  policy  as expressed in the Act and will be governed by  the  final
adjudication of such issue.

                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of Carencro, State of Louisiana, on March 31,
1998.

                                          OMNI ENERGY SERVICES CORP.


                                          By:   /S/ DAVID A. JEANSONNE
                                                ----------------------
                                                David A. Jeansonne
                                                Chairman of the Board and Chief
                                                Executive Officer


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

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

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

/S/ DAVID A. JEANSONNE                       Chief Executive Officer and Chairman of            March 31, 1998
David A. Jeansonne                           the Board (Principal Executive Officer)

/S/ ROGER E. THOMAS                                  President and Director                     March 31, 1998
Roger E. Thomas

/S/ ALLEN R. WOODARD                     Vice President-Marketing; Business Development         March 31, 1998
Allen R. Woodard                                          and Director

/S/ DAVID E. CRAYS                         Vice President Finance and Chief Financial           March 31, 1998
David E. Crays                             Officer (Principal Financial and Accounting
                                                      Officer) and Director
/S/ STEVEN T. STULL                                         Director                             April 3, 1998
Steven T. Stull

/S/ CRICHTON W. BROWN                                       Director                             April 3, 1998
Crichton W. Brown

/S/ WILLIAM W. RUCKS, IV                                    Director                            March 31, 1998
William W. Rucks, IV
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15655}]
{"company-data": {"conformed-name": "OMNI ENERGY SERVICES CORP", "cik": "0001046212", "assigned-sic": "1382", "irs-number": "721395273", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49409", "film-number": "98587635"}, "business-address": {"street1": "4484 NE EVANGELINE THRUWAY", "city": "CARENCRO", "state": "LA", "zip": "70520", "phone": "3188966664"}, "mail-address": {"street1": "4484 NE EVANGELINE THRUWAY", "city": "CARENCRO", "state": "LA", "zip": "70520"}}
As filed with the Securities and Exchange Commission on April 3, 1998.
                                               Registration No. 333-__________

==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                         OMNI ENERGY SERVICES CORP.
           (Exact name of registrant as specified in its charter)

   LOUISIANA              4484 NE EVANGELINE THRUWAY             72-1395273
(State or other           CARENCRO, LOUISIANA  70520          (I.R.S. Employer 
 jurisdiction of                (318) 896-6664               Identification No.)
incorporation or  (Address, including zip code, and telephone
  organization)   number, including area code, of Registrant's
                         principal executive offices)

                            STOCK INCENTIVE PLAN
                                    AND
                STOCK OPTION AGREEMENTS WITH CERTAIN EMPLOYEES
                            (Full title of plans)

                               DAVID E. CRAYS
                  VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                         OMNI ENERGY SERVICES CORP.
                         4484 NE EVANGELINE THRUWAY
                         CARENCRO, LOUISIANA  70520
                              (318) 896-6664
          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                                  COPY TO:

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

                            ____________________

                       CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                           PROPOSED             PROPOSED
                                                                            MAXIMUM              MAXIMUM             AMOUNT OF
           TITLE OF EACH CLASS OF                  AMOUNT TO BE         OFFERING PRICE          AGGREGATE          REGISTRATION
         SECURITIES TO BE REGISTERED               REGISTERED{(1)}         PER SHARE         OFFERING PRICE             FEE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share{(3)}      1,061,500 shares        $  11.00(2)       $ 11,676,500(2)          $   3,445
                                                      8,000 shares        $  10.375(2)      $     83,000(2)          $      25
                                                    118,018 shares        $   2.28(2)       $    269,081(2)          $      80
                                                    430,500 shares        $  12.00(3)       $  5,166,000             $   1,524
                                                  ----------------        --------          ------------             ---------
Total                                             1,618,018 shares                          $ 17,194,581             $   5,074
==============================================================================================================================
(1)Upon a stock split, stock dividend or similar transaction in  the future and
   during  the  effectiveness  of this Registration Statement involving  Common
   Stock of the Company, the number of shares registered shall be automatically
   increased to cover the additional  shares  in  accordance  with  Rule 416(a)
   under the Securities Act of 1933.
(2)Computed  in  accordance with Rule 457(h) under the Securities Act of  1933,
   calculated based  upon  the price at which currently outstanding options are
   exercisable.
(3)Estimated  solely  for the  purpose  of  calculating  the  registration  fee
   pursuant to Rule 457(h)  under  the  Securities  Act  of  1933, based on the
   average  of the high and low prices of a share of Common Stock  reported  on
   the Nasdaq Stock Market on March 31, 1998.
===============================================================================

                              PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The  Company's  Annual Report on Form 10-K for  the  fiscal  year
ended December 31, 1997 filed  pursuant  to  Section  13  of the Securities
Exchange Act of 1934; and

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

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

     23.1 Consent of Arthur Andersen LLP.

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period  in  which offers or sales are
being  made, a post-effective amendment to this registration  statement  to
include  any  material information with respect to the plan of distribution
not previously  disclosed  in  the  registration  statement or any material
change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment  shall be deemed
to  be  a  new  registration  statement relating to the securities  offered
therein, and the offering of such  securities  at that time shall be deemed
to be the initial bona fide offering thereof.

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

     (b)  The undersigned  registrant  hereby undertakes that, for purposes
of determining any liability under the Securities  Act of 1933, each filing
of  the  registrant's annual report pursuant to section  13(a)  or  section
15(d) of the  Securities  Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit  plan's  annual  report  pursuant  to section
15(d)  of  the  Securities  Exchange  Act of 1934) that is incorporated  by
reference  in the registration statement  shall  be  deemed  to  be  a  new
registration  statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or  otherwise, the registrant has been advised that in the opinion  of  the
Securities  and  Exchange Commission such indemnification is against public
policy as expressed  in  the  Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of  expenses  incurred or paid by a director,
officer or controlling person of the registrant  in  the successful defense
of any action, suit or proceedings) is asserted by such  director,  officer
or  controlling  person in connection with the securities being registered,
the registrant will,  unless  in  the opinion of its counsel the matter has
been settled by controlling precedent,  submit  to  a  court of appropriate
jurisdiction the question of whether such indemnification  by it is against
public  policy  as expressed in the Act and will be governed by  the  final
adjudication of such issue.

                                  SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of Carencro, State of Louisiana, on March 31,
1998.

                                          OMNI ENERGY SERVICES CORP.

                                          By:   /S/ DAVID A. JEANSONNE
                                                ----------------------
                                                David A. Jeansonne
                                                Chairman of the Board and Chief
                                                Executive Officer

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

      Pursuant  to  the requirements  of  the  Securities  Act  of  1933,  this
Registration Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                      TITLE                                  DATE
/S/ DAVID A. JEANSONNE                       Chief Executive Officer and Chairman of            March 31, 1998
David A. Jeansonne                           the Board (Principal Executive Officer)

/S/ ROGER E. THOMAS                                  President and Director                     March 31, 1998
Roger E. Thomas

/S/ ALLEN R. WOODARD                     Vice President-Marketing; Business Development         March 31, 1998
Allen R. Woodard                                          and Director

/S/ DAVID E. CRAYS                         Vice President Finance and Chief Financial           March 31, 1998
David E. Crays                             Officer (Principal Financial and Accounting
                                                      Officer) and Director
/S/ STEVEN T. STULL                                         Director                             April 3, 1998
Steven T. Stull

/S/ CRICHTON W. BROWN                                       Director                             April 3, 1998
Crichton W. Brown

/S/ WILLIAM W. RUCKS, IV                                    Director                            March 31, 1998
William W. Rucks, IV