content: <PAGE>   1
                                                             Registration No. 333-
      As filed with the Securities and Exchange Commission on January 30, 1997
  --------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                   USA TRUCK, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE
    (State or other jurisdiction                            71-0556971
  of incorporation or organization)           (I.R.S. Employer Identification No.)
  
        3108 INDUSTRIAL PARK ROAD
           VAN BUREN, ARKANSAS                                72956
  (Address of Principal Executive Offices)                  (Zip Code)
  
  
                 1997 NONQUALIFIED STOCK OPTION PLAN FOR NONEMPLOYEE
                            DIRECTORS OF USA TRUCK, INC.
                              (Full title of the Plan)
  
  
            ROBERT M. POWELL                                      COPY TO:
                PRESIDENT                                      KENN W. WEBB
             USA TRUCK, INC.                                THOMPSON & KNIGHT,
        3108 INDUSTRIAL PARK ROAD                       A PROFESSIONAL CORPORATION
       VAN BUREN, ARKANSAS  72956                           1700 PACIFIC AVENUE
  (Name and address of agent for service)                        SUITE 3300
                                                            DALLAS, TEXAS  75201
                                                              (214) 969-1378
  
  
          (501) 471-2500
   (Telephone number, including
  area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------------------------
         Title of                                            Proposed              Proposed Maximum               Amount
        Securities                  Amount                    Maximum                  Aggregate                    of
           to be                     to be                Offering Price               Offering                Registration
        Registered               Registered(1)             per Share(2)                  Price                     Fee
  ---------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                       <C>                      <C>                         <C>
       Common Stock,
      par value $.01
        per share               25,000 shares                 $8.25                    $206,250.00               $100.00
  ---------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
  any stock split, stock dividend or similar transaction with respect to these
  shares are also being registered hereunder.
  
  (2) Computed in accordance with Rule 457(h) of the Securities Act of 1933 on the
  basis of the actual exercise price ($8.25) of outstanding unvested options
  covering 4,000 shares and, for the additional 21,000 shares that may be issued
  under the Plan, on the basis of the average of the high and low sales prices
  ($8.25) of the Common Stock reported in the consolidated reporting system for
  National Market securities on January 29, 1997.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           *        Information required by Part I to be contained in the Section
                    10(a) prospectus is omitted from this Registration Statement
                    in accordance with Rule 428 under the Securities Act of 1933
                    and the Note to Part I of Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
           (1) The Registrant's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995;
  
           (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
           ended March 31, 1996, June 30, 1996 and September 30, 1996; and
  
           (3) The description of the Registrant's Common Stock contained in the
           Registration Statement on Form 8-A of the Registrant filed with the
           Securities and Exchange Commission on February 13, 1992 and declared
           effective on March 19, 1992, including any amendment or report filed
           for the purpose of updating such description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, prior to the filing of a post-effective amendment which indicates that
  all securities offered pursuant to this Registration Statement 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 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.
  
           The Registrant is a Delaware corporation. Under Section 145 of the
  General Corporation Law of the State of Delaware (the "Delaware Law"), the
  Registrant has the power to indemnify its directors and officers, subject to
  certain limitations.
  <PAGE>   3
           Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant to the
  fullest extent authorized by Section 145 of the Delaware Law. In addition,
  Article VI of the Bylaws of the Registrant permits the Registrant to maintain
  insurance to protect itself and any of its directors, officers, employees or
  agents against any expense, liability or loss incurred as a result of any
  action, suit or proceeding whether or not the Registrant would have the power to
  indemnify such person under the Delaware Law.
  
           Pursuant to the Delaware Law, the Certificate of Incorporation of the
  Registrant eliminates the personal liability of the directors of the Registrant
  to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty under certain circumstances.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statute, bylaw and charter provision referred to above and are qualified in
  their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable.
  
  Item 8.  Exhibits.
  
           4.1      Restated and Amended Certificate of Incorporation of the
                    Registrant.
  
           4.2      Certificate of Amendment to Certificate of Incorporation of
                    the Registrant.
  
           4.3      Bylaws of the Registrant.
  
           5.1      Opinion of Thompson & Knight, A Professional Corporation.
  
           23.1     Consent of Thompson & Knight, A Professional Corporation.
  
           23.2     Consent of Ernst & Young LLP, independent auditors.
  
           99.1     1997 Nonqualified Stock Option Plan for Nonemployee Directors
                    of the Registrant.
  
  Item 9.  Undertakings.
  
           (a)      The Registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement; and
  
  
                                         -2-
  <PAGE>   4
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed by
           the Registrant pursuant to Section 13 or Section 15(d) of the
           Securities Exchange Act of 1934 that are incorporated by reference in
           this 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 Registrant hereby further 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 this
  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.
  
           (h) 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 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 Act and will
  be governed by the final adjudication of such issue.
  
  
                                         -3-
  <PAGE>   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 City of Van Buren, State of Arkansas, on the 29th day of
  January, 1997.
  
                                             USA TRUCK, INC.
                                             (Registrant)
  
  
                                             By:      /s/ROBERT M. POWELL
                                                      ___________________________
                                                      Robert M. Powell, President
  
           KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
  officers of USA Truck, Inc. hereby constitutes and appoints Robert M. Powell and
  Jerry D. Orler, and each of them, his true and lawful attorneys-in-fact and
  agents with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any or 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
  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 to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their 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 date indicated.
  
  
  <TABLE>
  <CAPTION>
  Signature                                Title                                    Date
  ---------                                -----                                    ----
  
  <S>                                      <C>                                      <C>
  /s/JAMES B. SPEED                        Chairman of the Board and                January 29, 1997
  ----------------------------------       Director
  James B. Speed
  
  /s/ROBERT M. POWELL                      President and Director                   January 29, 1997
  ----------------------------------       (principal executive officer)
  Robert M. Powell
  
  
  /s/JERRY D. ORLER                        Vice President, Finance and              January 29, 1997
  ----------------------------------         Director (principal financial
  Jerry D. Orler                             and accounting officer)
  
  
  /s/GEORGE R. JACOBS                      Director                                 January 29, 1997
  ----------------------------------
  George R. Jacobs
  
  
  /s/JIM L. HANNA                          Director                                 January 29, 1997
  ----------------------------------
  Jim L. Hanna
  
  
  /s/ROLAND S. BOREHAM, JR.                Director                                 January 29, 1997
  ----------------------------------
  Roland S. Boreham, Jr.
  </TABLE>
  
  
                                         -4-
  <PAGE>   6
                                  INDEX TO EXHIBITS
  
  
  
         Exhibit
         Number                         Exhibit
         ------                         -------
  
  
           4.1      Restated and Amended Certificate of Incorporation of the
                    Registrant (filed as Exhibit 3.1 to the Registrant's
                    Registration Statement on Form S-1 (No. 33-45682) filed with
                    the Commission on February 13, 1992, and incorporated herein
                    by reference).
  
  
           4.2      Certificate of Amendment to Certificate of Incorporation of
                    the Registrant (filed as Exhibit 3.3 to Amendment No. 1 to the
                    Registrant's Registration Statement on Form S-1 (No. 33-45682)
                    filed with the Commission on March 19, 1992, and incorporated
                    herein by reference).
  
  
           4.3      Bylaws of the Registrant (filed as Exhibit 3.2 to Amendment
                    No. 1 to the Registrant's Registration Statement on Form S-1
                    (No. 33-45682) filed with the Commission on March 19, 1992,
                    and incorporated herein by reference).
  
  
           5.1      Opinion of Thompson & Knight, A Professional Corporation.
  
  
           23.1     Consent of Thompson & Knight, A Professional Corporation
                    (Included in Exhibit 5.1).
  
  
           23.2     Consent of Ernst & Young LLP, independent auditors.
  
  
           99.1     1997 Nonqualified Stock Option Plan for Nonemployee Directors
                    of the Registrant.
  
  
                                         -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16848}]
metadata_filer: {"company-data": {"conformed-name": "USA TRUCK INC", "cik": "0000883945", "assigned-sic": "4213", "irs-number": "710556971", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20721", "film-number": "97514378"}, "business-address": {"street1": "P O BOX 449", "city": "VAN BUREN", "state": "AK", "zip": "72956", "phone": "5014712500"}}
text: 1
                                                             Registration No. 333-
      As filed with the Securities and Exchange Commission on January 30, 1997
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   USA TRUCK, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE
    (State or other jurisdiction                            71-0556971
  of incorporation or organization)           (I.R.S. Employer Identification No.)
  
        3108 INDUSTRIAL PARK ROAD
           VAN BUREN, ARKANSAS                                72956
  (Address of Principal Executive Offices)                  (Zip Code)
  
                 1997 NONQUALIFIED STOCK OPTION PLAN FOR NONEMPLOYEE
                            DIRECTORS OF USA TRUCK, INC.
                              (Full title of the Plan)
  
            ROBERT M. POWELL                                      COPY TO:
                PRESIDENT                                      KENN W. WEBB
             USA TRUCK, INC.                                THOMPSON & KNIGHT,
        3108 INDUSTRIAL PARK ROAD                       A PROFESSIONAL CORPORATION
       VAN BUREN, ARKANSAS  72956                           1700 PACIFIC AVENUE
  (Name and address of agent for service)                        SUITE 3300
                                                            DALLAS, TEXAS  75201
                                                              (214) 969-1378
  
          (501) 471-2500
   (Telephone number, including
  area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------------------
         Title of                                            Proposed              Proposed Maximum               Amount
        Securities                  Amount                    Maximum                  Aggregate                    of
           to be                     to be                Offering Price               Offering                Registration
        Registered               Registered(1)             per Share(2)                  Price                     Fee
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock,
      par value $.01
        per share               25,000 shares                 $8.25                    $206,250.00               $100.00
  ---------------------------------------------------------------------------------------------------------------------------
  (1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
  any stock split, stock dividend or similar transaction with respect to these
  shares are also being registered hereunder.
  
  (2) Computed in accordance with Rule 457(h) of the Securities Act of 1933 on the
  basis of the actual exercise price ($8.25) of outstanding unvested options
  covering 4,000 shares and, for the additional 21,000 shares that may be issued
  under the Plan, on the basis of the average of the high and low sales prices
  ($8.25) of the Common Stock reported in the consolidated reporting system for
  National Market securities on January 29, 1997.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registrant Information and Employee Plan Annual Information.*
  
           *        Information required by Part I to be contained in the Section
                    10(a) prospectus is omitted from this Registration Statement
                    in accordance with Rule 428 under the Securities Act of 1933
                    and the Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
           (1) The Registrant's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995;
  
           (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
           ended March 31, 1996, June 30, 1996 and September 30, 1996; and
  
           (3) The description of the Registrant's Common Stock contained in the
           Registration Statement on Form 8-A of the Registrant filed with the
           Securities and Exchange Commission on February 13, 1992 and declared
           effective on March 19, 1992, including any amendment or report filed
           for the purpose of updating such description.
  
           In addition, all documents subsequently filed by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
  of 1934, prior to the filing of a post-effective amendment which indicates that
  all securities offered pursuant to this Registration Statement 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 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.
  
           The Registrant is a Delaware corporation. Under Section 145 of the
  General Corporation Law of the State of Delaware (the "Delaware Law"), the
  Registrant has the power to indemnify its directors and officers, subject to
  certain limitations.
  3
           Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant to the
  fullest extent authorized by Section 145 of the Delaware Law. In addition,
  Article VI of the Bylaws of the Registrant permits the Registrant to maintain
  insurance to protect itself and any of its directors, officers, employees or
  agents against any expense, liability or loss incurred as a result of any
  action, suit or proceeding whether or not the Registrant would have the power to
  indemnify such person under the Delaware Law.
  
           Pursuant to the Delaware Law, the Certificate of Incorporation of the
  Registrant eliminates the personal liability of the directors of the Registrant
  to the Registrant or its stockholders for monetary damages for breach of
  fiduciary duty under certain circumstances.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statute, bylaw and charter provision referred to above and are qualified in
  their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable.
  
  Item 8.  Exhibits.
  
           4.1      Restated and Amended Certificate of Incorporation of the
                    Registrant.
  
           4.2      Certificate of Amendment to Certificate of Incorporation of
                    the Registrant.
  
           4.3      Bylaws of the Registrant.
  
           5.1      Opinion of Thompson & Knight, A Professional Corporation.
  
           23.1     Consent of Thompson & Knight, A Professional Corporation.
  
           23.2     Consent of Ernst & Young LLP, independent auditors.
  
           99.1     1997 Nonqualified Stock Option Plan for Nonemployee Directors
                    of the Registrant.
  
  Item 9.  Undertakings.
  
           (a)      The Registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;
  
                             (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in this
                    Registration Statement; and
  
                                         -2-
  4
                             (iii) To include any material information with
                    respect to the plan of distribution not previously disclosed
                    in this Registration Statement or any material change to such
                    information in this Registration Statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed by
           the Registrant pursuant to Section 13 or Section 15(d) of the
           Securities Exchange Act of 1934 that are incorporated by reference in
           this 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 Registrant hereby further 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 this
  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.
  
           (h) 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 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 Act and will
  be governed by the final adjudication of such issue.
  
                                         -3-
  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 City of Van Buren, State of Arkansas, on the 29th day of
  January, 1997.
  
                                             USA TRUCK, INC.
                                             (Registrant)
  
                                             By:      /s/ROBERT M. POWELL
                                                      ___________________________
                                                      Robert M. Powell, President
  
           KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
  officers of USA Truck, Inc. hereby constitutes and appoints Robert M. Powell and
  Jerry D. Orler, and each of them, his true and lawful attorneys-in-fact and
  agents with full power of substitution and resubstitution, for him and in his
  name, place and stead, in any and all capacities, to sign any or 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
  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 to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or any of them, or their 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 date indicated.
  Signature                                Title                                    Date
  ---------                                -----                                    ----
  /s/JAMES B. SPEED                        Chairman of the Board and                January 29, 1997
  ----------------------------------       Director
  James B. Speed
  
  /s/ROBERT M. POWELL                      President and Director                   January 29, 1997
  ----------------------------------       (principal executive officer)
  Robert M. Powell
  
  /s/JERRY D. ORLER                        Vice President, Finance and              January 29, 1997
  ----------------------------------         Director (principal financial
  Jerry D. Orler                             and accounting officer)
  
  /s/GEORGE R. JACOBS                      Director                                 January 29, 1997
  ----------------------------------
  George R. Jacobs
  
  /s/JIM L. HANNA                          Director                                 January 29, 1997
  ----------------------------------
  Jim L. Hanna
  
  /s/ROLAND S. BOREHAM, JR.                Director                                 January 29, 1997
  ----------------------------------
  Roland S. Boreham, Jr.
  -4-
  6
                                  INDEX TO EXHIBITS
  
         Exhibit
         Number                         Exhibit
         ------                         -------
  
           4.1      Restated and Amended Certificate of Incorporation of the
                    Registrant (filed as Exhibit 3.1 to the Registrant's
                    Registration Statement on Form S-1 (No. 33-45682) filed with
                    the Commission on February 13, 1992, and incorporated herein
                    by reference).
  
           4.2      Certificate of Amendment to Certificate of Incorporation of
                    the Registrant (filed as Exhibit 3.3 to Amendment No. 1 to the
                    Registrant's Registration Statement on Form S-1 (No. 33-45682)
                    filed with the Commission on March 19, 1992, and incorporated
                    herein by reference).
  
           4.3      Bylaws of the Registrant (filed as Exhibit 3.2 to Amendment
                    No. 1 to the Registrant's Registration Statement on Form S-1
                    (No. 33-45682) filed with the Commission on March 19, 1992,
                    and incorporated herein by reference).
  
           5.1      Opinion of Thompson & Knight, A Professional Corporation.
  
           23.1     Consent of Thompson & Knight, A Professional Corporation
                    (Included in Exhibit 5.1).
  
           23.2     Consent of Ernst & Young LLP, independent auditors.
  
           99.1     1997 Nonqualified Stock Option Plan for Nonemployee Directors
                    of the Registrant.
  
                                         -5-