As filed with the Securities and Exchange Commission on December 23, 1996
                           Registration No. 333-
                  ---------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                          BUCKEYE CELLULOSE CORPORATION
             (Exact name of registrant as specified in its charter)

       DELAWARE                                         62-1518973
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                               1001 Tillman Street
                            Memphis, Tennessee 38108
                    (Address of principal executive offices)

       1995 MANAGEMENT STOCK OPTION PLAN OF BUCKEYE CELLULOSE CORPORATION
                            (Full Title of the Plan)

                                DAVID B. FERRARO
                               1001 Tillman Street
                            Memphis, Tennessee 38108
                                 (901) 320-8100
            (Name, address and telephone number of agent for service)

                                (with copies to:)
                                 LINDA M. CROUCH
                       Baker, Donelson, Bearman & Caldwell
                165 Madison Avenue, 2000 First Tennessee Building
                            Memphis, Tennessee 38103


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed       
Title of                         Maximum        Proposed           Amount
Securities        Amount         Offering       Maximum              of
to be              to be         Price          Aggregate        Registration
Registered       Registered      Per Share    Offering Price         Fee
--------------------------------------------------------------------------------
Common Stock     600,000 (1)     25.69 (2)    $15,414,000 (2)     $4,670.91
================================================================================

--------

     (1)  The number of shares being  registered  under the Plan  represents the
          maximum  number  of  shares  which  would  be  purchased  if  eligible
          individuals elected to purchase all shares authorized under such Plan.

     (2)  Based on the average high and low prices of the Common Stock  December
          19, 1996,  pursuant to Rule 457(h). The Plan provides for the purchase
          of  Common  Stock at the fair  market  value on the dates of grants of
          options under the Plan, which prices are presently indeterminable.
<PAGE>

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

1. The Registrant's Annual Report on Form 10-K for the year ended June 30, 1996.

2. The  Registrant's  Quarterly  Report on  Form 10-Q  for  the  quarter   ended
September 30, 1996.

3. The  description  of  the   Registrant's   Common  Stock  contained  in  its
Registration Statement on Form 8-A, as amended, effective with the Commission on
November 22, 1995.

All documents  subsequently filed by the Registrant  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 securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein  and to be a part  thereof  from the date of
filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

        No response is required to this item.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        No response is required to this item.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The  Company is  incorporated  under the laws of the State of  Delaware.
Section 145 of the General  Corporation  Law of the State of Delaware  ("Section
145") provides that a Delaware  corporation  may indemnify any person who is, or
is  threatened  to be made,  a party to any  threatened,  pending  or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person was an officer, director,  employee or agent
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys, fees), judgments, fines and
amount paid in  settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe that his conduct was illegal.  A
Delaware  corporation  may  indemnify  any person who is, or is threatened to be
made, a party to any  threatened,  pending or completed  action or suit by or in
the right of the  corporation  by reason  of the fact  that  such  person  was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's  best interests except that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director has actually and reasonably incurred.

                                        2
<PAGE>

        The Company's Amended and Restated Certificate of Incorporation provides
for the  indemnification of directors and officers of the Company to the fullest
extent permitted by Section 145.

        In that regard,  the Amended and Restated  Certificate of  Incorporation
provides 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
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director or officer of such  corporation,  or is or was
serving at the request of such  corporation as a director,  officer or member of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to the  best  interests  of such
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to  believe  his  conduct  was  unlawful.  Indemnification  in
connection  with an  action or suit by or in the  right of such  corporation  to
procure a judgment in its favor is limited to payment of  settlement  of such an
action or suit except that no such indemnification may be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
indemnifying  corporation  unless  and  only to the  extent  that  the  Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine that,  despite the  adjudication of liability but in  consideration of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

        No response is required to this item.

                                        3
<PAGE>


Item 8.  EXHIBITS

Exhibit        
Number  Description
------- -----------
5       Opinion and Consent of Baker, Donelson, Bearman & Caldwell

10.1    1995 Management Stock Option Plan of Buckeye Cellulose Corporation

23.1    Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5)

23.2    Consent of Ernst & Young LLP

24      Power of Attorney (Included on signature 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 (the "1933 Act"), each such posteffective 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 the 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 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 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.

                                        4
<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  Memphis,  State of  Tennessee,  on the 20th day of
December, 1996.

                                    BUCKEYE CELLULOSE CORPORATION

                                    By:       /s/ ROBERT E. CANNON
                                       ---------------------------------
                                       Robert E. Cannon, Chairman of the
                                       Board and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Cannon and David B. Ferraro and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all 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  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he might or could do in person  thereby  ratifying and  confirming all that said
attorneys-in-fact  and  agents or any of them,  or their or his  substitutes  or
substitute, 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 below by the  following  persons in the
capacities and on the date indicated.

           NAME                            TITLE                       DATE


/s/ ROBERT E. CANNON        Chairman of the Board of           December 20, 1996
--------------------------- Directors, Chief Executive
Robert E. Cannon            Officer and Director (Principal
                            Executive Officer)



/s/ DAVID B. FERRARO        President, Chief Operating         December 20, 1996
--------------------------- Officer and Director (Principal
David B. Ferraro            Financial Officer)



/s/ R. HOWARD CANNON        Director                           December 20, 1996
---------------------------
R. Howard Cannon



/s/ SAMUEL M. MENCOFF       Director                           December 20, 1996
---------------------------
Samuel M. Mencoff



/s/ RED CAVANEY             Director                           December 20, 1996
---------------------------
Red Cavaney


                                        5
<PAGE>
           NAME                            TITLE                       DATE



/s/ HENRY F. FRIGON         Director                           December 20, 1996
---------------------------
Henry F. Frigon



/s/ HENRY J. PHILLIPS, SR.  Director                           December 20, 1996
---------------------------
Henry J. Phillips, Sr.


                                        6
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{"company-data": {"conformed-name": "BUCKEYE CELLULOSE CORP", "cik": "0000899597", "assigned-sic": "2611", "irs-number": "621518973", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18559", "film-number": "96684776"}, "business-address": {"street1": "1001 TILLMAN ST", "street2": "PO BOX 8407", "city": "MEMPHIS", "state": "TN", "zip": "38108-0407", "phone": "9013208100"}}
As filed with the Securities and Exchange Commission on December 23, 1996
                           Registration No. 333-
                  ---------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                          BUCKEYE CELLULOSE CORPORATION
             (Exact name of registrant as specified in its charter)

       DELAWARE                                         62-1518973
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                               1001 Tillman Street
                            Memphis, Tennessee 38108
                    (Address of principal executive offices)

       1995 MANAGEMENT STOCK OPTION PLAN OF BUCKEYE CELLULOSE CORPORATION
                            (Full Title of the Plan)

                                DAVID B. FERRARO
                               1001 Tillman Street
                            Memphis, Tennessee 38108
                                 (901) 320-8100
            (Name, address and telephone number of agent for service)

                                (with copies to:)
                                 LINDA M. CROUCH
                       Baker, Donelson, Bearman & Caldwell
                165 Madison Avenue, 2000 First Tennessee Building
                            Memphis, Tennessee 38103

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                 Proposed       
Title of                         Maximum        Proposed           Amount
Securities        Amount         Offering       Maximum              of
to be              to be         Price          Aggregate        Registration
Registered       Registered      Per Share    Offering Price         Fee
--------------------------------------------------------------------------------
Common Stock     600,000 (1)     25.69 (2)    $15,414,000 (2)     $4,670.91
================================================================================

--------

     (1)  The number of shares being  registered  under the Plan  represents the
          maximum  number  of  shares  which  would  be  purchased  if  eligible
          individuals elected to purchase all shares authorized under such Plan.

     (2)  Based on the average high and low prices of the Common Stock  December
          19, 1996,  pursuant to Rule 457(h). The Plan provides for the purchase
          of  Common  Stock at the fair  market  value on the dates of grants of
          options under the Plan, which prices are presently indeterminable.
PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

1. The Registrant's Annual Report on Form 10-K for the year ended June 30, 1996.

2. The  Registrant's  Quarterly  Report on  Form 10-Q  for  the  quarter   ended
September 30, 1996.

3. The  description  of  the   Registrant's   Common  Stock  contained  in  its
Registration Statement on Form 8-A, as amended, effective with the Commission on
November 22, 1995.

All documents  subsequently filed by the Registrant  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 securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein  and to be a part  thereof  from the date of
filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

        No response is required to this item.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        No response is required to this item.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The  Company is  incorporated  under the laws of the State of  Delaware.
Section 145 of the General  Corporation  Law of the State of Delaware  ("Section
145") provides that a Delaware  corporation  may indemnify any person who is, or
is  threatened  to be made,  a party to any  threatened,  pending  or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative (other than an action by or in the right of such corporation),  by
reason of the fact that such person was an officer, director,  employee or agent
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys, fees), judgments, fines and
amount paid in  settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe that his conduct was illegal.  A
Delaware  corporation  may  indemnify  any person who is, or is threatened to be
made, a party to any  threatened,  pending or completed  action or suit by or in
the right of the  corporation  by reason  of the fact  that  such  person  was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's  best interests except that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him against  the  expenses  which such  officer or
director has actually and reasonably incurred.

                                        2
The Company's Amended and Restated Certificate of Incorporation provides
for the  indemnification of directors and officers of the Company to the fullest
extent permitted by Section 145.

        In that regard,  the Amended and Restated  Certificate of  Incorporation
provides 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
(other  than an action by or in the right of the  corporation)  by reason of the
fact that he is or was a director or officer of such  corporation,  or is or was
serving at the request of such  corporation as a director,  officer or member of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to the  best  interests  of such
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to  believe  his  conduct  was  unlawful.  Indemnification  in
connection  with an  action or suit by or in the  right of such  corporation  to
procure a judgment in its favor is limited to payment of  settlement  of such an
action or suit except that no such indemnification may be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
indemnifying  corporation  unless  and  only to the  extent  that  the  Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine that,  despite the  adjudication of liability but in  consideration of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the court shall deem proper.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

        No response is required to this item.

                                        3
Item 8.  EXHIBITS

Exhibit        
Number  Description
------- -----------
5       Opinion and Consent of Baker, Donelson, Bearman & Caldwell

10.1    1995 Management Stock Option Plan of Buckeye Cellulose Corporation

23.1    Consent of Baker, Donelson, Bearman & Caldwell (contained in Exhibit 5)

23.2    Consent of Ernst & Young LLP

24      Power of Attorney (Included on signature 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 (the "1933 Act"), each such posteffective 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 the 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 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 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.

                                        4
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  Memphis,  State of  Tennessee,  on the 20th day of
December, 1996.

                                    BUCKEYE CELLULOSE CORPORATION

                                    By:       /s/ ROBERT E. CANNON
                                       ---------------------------------
                                       Robert E. Cannon, Chairman of the
                                       Board and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert E. Cannon and David B. Ferraro and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all 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  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he might or could do in person  thereby  ratifying and  confirming all that said
attorneys-in-fact  and  agents or any of them,  or their or his  substitutes  or
substitute, 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 below by the  following  persons in the
capacities and on the date indicated.

           NAME                            TITLE                       DATE

/s/ ROBERT E. CANNON        Chairman of the Board of           December 20, 1996
--------------------------- Directors, Chief Executive
Robert E. Cannon            Officer and Director (Principal
                            Executive Officer)

/s/ DAVID B. FERRARO        President, Chief Operating         December 20, 1996
--------------------------- Officer and Director (Principal
David B. Ferraro            Financial Officer)

/s/ R. HOWARD CANNON        Director                           December 20, 1996
---------------------------
R. Howard Cannon

/s/ SAMUEL M. MENCOFF       Director                           December 20, 1996
---------------------------
Samuel M. Mencoff

/s/ RED CAVANEY             Director                           December 20, 1996
---------------------------
Red Cavaney

                                        5
NAME                            TITLE                       DATE

/s/ HENRY F. FRIGON         Director                           December 20, 1996
---------------------------
Henry F. Frigon

/s/ HENRY J. PHILLIPS, SR.  Director                           December 20, 1996
---------------------------
Henry J. Phillips, Sr.

                                        6