content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 9, 1996
                                                     Registration No. 333-________
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                              --------------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              --------------------
  
                          BEAUTICONTROL COSMETICS, INC.
  
             (Exact name of registrant as specified in its charter)
  
  
                 Delaware                               75-2036343
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
    of incorporation or organization)
  
               2121 Midway                                75006
            Carrollton, Texas                           (Zip Code)
  (Address of Principal Executive Offices)
  
                        1996 INCENTIVE STOCK OPTION PLAN
                      1996 NON-QUALIFIED STOCK OPTION PLAN
  
                            (Full title of the plans)
  
                              --------------------
  
                                RICHARD W. HEATH
                                    President
                          BeautiControl Cosmetics, Inc.
                                   2121 Midway
                            Carrollton, Texas  75006
                                 (214) 458-0601
  
  (Name, address and telephone number, including area code, of agent for service)
  
                                    Copy to:
  
                                  DAVID H. ODEN
                            Haynes and Boone, L.L.P.
                             3100 NationsBank Plaza
                              Dallas, Texas  75202
                                 (214) 651-5000
  
                         CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==============================================================================================
                                             Proposed          Proposed
   Title of Securities      Amount       Maximum Offering  Maximum Aggregate      Amount of
    To Be Registered   To Be Registered Price per Share(1) Offering Price(1) Registration Fee(1)
  ----------------------------------------------------------------------------------------------
   <S>                     <C>               <C>              <C>                  <C>
   Common Stock,
   $.10 par value ....     270,000           $13 1/2          $3,645,000           $1,105
  ==============================================================================================
  </TABLE>
  
  (1)    Estimated pursuant to Rule 457(h)(1) solely for the purpose of
         calculating the registration fee, based the average of the high and low
         price of the Common Stock, as registered on the NASDAQ National Market,
         on December 2, 1996.
  
  PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS OR OTHER
  DOCUMENTS CONTAINING THE INFORMATION SPECIFIED IN PART I OF FROM S-8 WITH
  RESPECT TO SECURITIES COVERED BY THIS REGISTRATION STATEMENT WILL BE USED IN
  CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8 UNDER REGISTRATION
  STATEMENTS NOS. 33-12005, 33-24363, 33-48626, AND 33-83500.
  ================================================================================
  <PAGE>   2
                                      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 herein by reference:
  
         (a)    Annual Report on Form 10-K for the year ended November 30, 1995.
  
         (b)    Quarterly Report on Form 10-Q for the quarter ended February 28,
                1996; Quarterly Report on Form 10-Q for the quarter ended May 31,
                1996; and Quarterly Report on Form 10-Q for the quarter ended
                August 31, 1996.
  
         (c)    The description of the Registrant's Common Stock contained in the
                Registrant's Registration Statement on Form 8-A as filed with the
                Commission on April 21, 1986.
  
         (d)    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
                that 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
                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 empowered by Section 145 of the Delaware General
  Corporation Law, subject to the procedures and limitations stated therein, to
  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 or administrative by reason of the fact that such person is or
  was an officer, employee, agent or director of the Registrant, or is serving at
  the request of the Registrant as a director, officer, employee or agent 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 such person 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 the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  The Registrant may
  indemnify any such person against expenses (including attorneys' fees) in an
  action by or in right of the Registrant under the same conditions, except that
  no indemnification is permitted without judicial approval if such person is
  adjudged to be liable to the Registrant.  To the extent such person is
  successful on the merits or otherwise in the defense of any action referred to
  above, the Registrant must indemnify him against the expenses which he actually
  and reasonably incurred in connection therewith.
  
         The Registrant's Certificate of Incorporation provides that, to the
  fullest extent permitted by the Delaware General Corporation Law, a director of
  the Registrant shall not be liable to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty as a director.
  
  
  
  
  
                                       - 2 -
  <PAGE>   3
  ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.       EXHIBITS.
  
  <TABLE>
  <CAPTION>
         Exhibit No.                         Exhibit
                                             -------
            <S>        <C>
             3.1       Restated Certificate of Incorporation dated February 22,
                       1986.
  
             3.2       Certificate of Amendment to Restated Certificate of
                       Incorporation dated April 7, 1987.
  
             3.3       Certificate of Amendment to Restated Certificate of
                       Incorporation dated April 3, 1992.
  
             3.4       By-laws of the Registrant as amended on March 21, 1991.
  
             5.1       Opinion of Haynes and Boone.
  
            23.1       Consent of Grant Thornton LLP.
  
            23.2       Consent of Haynes and Boone (included in Exhibit 5.1).
  
            24.1       Power of Attorney of the directors (included on the
                       signature page of this registration statement).
  </TABLE>
  
  
  
  ITEM 9.       UNDERTAKINGS.
  
         (a)    The undersigned registrant hereby undertakes:
  
                (1)    To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:
  
                    (i)       to include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;
  
                   (ii)       to reflect in the prospectus any facts or events
                arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this registration statement;
  
                  (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.
  
                (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; and
  
                (3)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
  
  
  
  
                                       - 3 -
  <PAGE>   4
         (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 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.
  
         (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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                       - 4 -
  <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 Dallas, State of Texas, on October 15, 1996.
  
  
                                     BEAUTICONTROL COSMETICS, INC.
  
  
                                     By:     /s/ Richard W. Heath                 
                                             -------------------------------------
                                             Richard W. Heath
                                             President and Chief Executive Officer
  
  
         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
  constitutes and appoints Richard W. Heath and M. Douglas Tucker, and each of
  them (with full power to each of them to act alone), his or her true and lawful
  attorneys-in-fact and agents, with full power of substitution, for him or her
  and on his or her behalf and in his or her name, place and stead, in any and
  all capacities, to sign, execute, and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this registration statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto,
  with all exhibits and any and all documents required to be filed with respect
  thereto with any regulatory authority, granting unto said attorneys, 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 in order to
  effectuate the same as fully to all intents and purposes as he or she might or
  could do if personally present, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his or her
  substitute or substitutes, may lawfully do or cause to be done.
  
         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/ Richard W. Heath           President, Chief Executive      October 15, 1996
  ---------------------------      Officer and Director                          
  Richard W. Heath                 
  
  /s/ Jinger L. Heath            Chairman of the Board           October 15, 1996
  ---------------------------      and Director                                  
  Jinger L. Heath                  
  
  /s/ J. Robert Ward-Burns       Executive Vice President,       October 15, 1996
  ---------------------------      Chief Operating Officer,                      
  J. Robert Ward-Burns             and Director
                                   
  
  /s/ M. Douglas Tucker          Senior Vice President - Finance October 15, 1996
  ---------------------------      and Chief Financial Officer   
  M. Douglas Tucker                (Principal Financial
                                   and Accounting Officer)
  
  /s/ Charles M. Diker           Director                        October 15, 1996
  ---------------------------                                                    
  Charles M. Diker
  
  /s/ Robert S. Folsom           Director                        October 15, 1996
  ---------------------------                                                    
  Robert S. Folsom
  </TABLE>
  
  
  
  
  
                                       - 5 -
  <PAGE>   6
  <TABLE>
  <S>                            <C>                             <C>
  
  
  /s/ Denise I. Lites            Director                        October 15, 1996
  ---------------------------                                                    
  Denise I. Lites
  
  /s/ A. Starke Taylor, Jr.      Director                        October 15, 1996
  ---------------------------                                                    
  A. Starke Taylor, Jr.
  
  /s/ Joel T. Williams, Jr.      Director                        October 15, 1996
  ---------------------------                                                    
  Joel T. Williams, Jr.
  
  /s/ Joe Haggar, III            Director                        October 15, 1996
  ---------------------------                                                    
  Joe Haggar, III
  </TABLE>
  
  
  
  
  
                                       - 6 -
  <PAGE>   7
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
     No.                     Exhibit
  ---------                  -------
    <S>         <C>
     3.1        Restated Certificate of Incorporation dated February 22, 1986.
  
     3.2        Certificate of Amendment to Restated Certificate of Incorporation
                dated April 7, 1987.
  
     3.3        Certificate of Amendment to Restated Certificate of Incorporation
                dated April 3, 1992.
  
     3.4        By-laws of the Registrant as amended on March 21, 1991.
  
     5.1        Opinion of Haynes and Boone.
  
    23.1        Consent of Grant Thornton LLP.
  
    23.2        Consent of Haynes and Boone (included in Exhibit 5.1).
  
    24.1        Power of Attorney of the directors (included on the signature
                page of this registration statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17180}]
metadata_filer: {"company-data": {"conformed-name": "BEAUTICONTROL COSMETICS INC", "cik": "0000788330", "assigned-sic": "2844", "irs-number": "752036343", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17479", "film-number": "96677716"}, "business-address": {"street1": "2121 MIDWAY", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "2144580601"}, "former-company": {"former-conformed-name": "BEAUTICONTROL COSMETICS", "date-changed": "19860724"}}
text: 1
      As filed with the Securities and Exchange Commission on December 9, 1996
                                                     Registration No. 333-________
  ================================================================================
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                              --------------------
  
                                    FORM S-8
  
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              --------------------
  
                          BEAUTICONTROL COSMETICS, INC.
  
             (Exact name of registrant as specified in its charter)
  
                 Delaware                               75-2036343
       (State or other jurisdiction        (I.R.S. Employer Identification No.)
    of incorporation or organization)
  
               2121 Midway                                75006
            Carrollton, Texas                           (Zip Code)
  (Address of Principal Executive Offices)
  
                        1996 INCENTIVE STOCK OPTION PLAN
                      1996 NON-QUALIFIED STOCK OPTION PLAN
  
                            (Full title of the plans)
  
                              --------------------
  
                                RICHARD W. HEATH
                                    President
                          BeautiControl Cosmetics, Inc.
                                   2121 Midway
                            Carrollton, Texas  75006
                                 (214) 458-0601
  
  (Name, address and telephone number, including area code, of agent for service)
  
                                    Copy to:
  
                                  DAVID H. ODEN
                            Haynes and Boone, L.L.P.
                             3100 NationsBank Plaza
                              Dallas, Texas  75202
                                 (214) 651-5000
  
                         CALCULATION OF REGISTRATION FEE
  ==============================================================================================
                                             Proposed          Proposed
   Title of Securities      Amount       Maximum Offering  Maximum Aggregate      Amount of
    To Be Registered   To Be Registered Price per Share(1) Offering Price(1) Registration Fee(1)
  ----------------------------------------------------------------------------------------------
  Common Stock,
   $.10 par value ....     270,000           $13 1/2          $3,645,000           $1,105
  ==============================================================================================
  (1)    Estimated pursuant to Rule 457(h)(1) solely for the purpose of
         calculating the registration fee, based the average of the high and low
         price of the Common Stock, as registered on the NASDAQ National Market,
         on December 2, 1996.
  
  PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS OR OTHER
  DOCUMENTS CONTAINING THE INFORMATION SPECIFIED IN PART I OF FROM S-8 WITH
  RESPECT TO SECURITIES COVERED BY THIS REGISTRATION STATEMENT WILL BE USED IN
  CONNECTION WITH SECURITIES PREVIOUSLY REGISTERED ON FORM S-8 UNDER REGISTRATION
  STATEMENTS NOS. 33-12005, 33-24363, 33-48626, AND 33-83500.
  ================================================================================
  2
                                      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 herein by reference:
  
         (a)    Annual Report on Form 10-K for the year ended November 30, 1995.
  
         (b)    Quarterly Report on Form 10-Q for the quarter ended February 28,
                1996; Quarterly Report on Form 10-Q for the quarter ended May 31,
                1996; and Quarterly Report on Form 10-Q for the quarter ended
                August 31, 1996.
  
         (c)    The description of the Registrant's Common Stock contained in the
                Registrant's Registration Statement on Form 8-A as filed with the
                Commission on April 21, 1986.
  
         (d)    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
                that 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
                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 empowered by Section 145 of the Delaware General
  Corporation Law, subject to the procedures and limitations stated therein, to
  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 or administrative by reason of the fact that such person is or
  was an officer, employee, agent or director of the Registrant, or is serving at
  the request of the Registrant as a director, officer, employee or agent 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 such person 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 the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  The Registrant may
  indemnify any such person against expenses (including attorneys' fees) in an
  action by or in right of the Registrant under the same conditions, except that
  no indemnification is permitted without judicial approval if such person is
  adjudged to be liable to the Registrant.  To the extent such person is
  successful on the merits or otherwise in the defense of any action referred to
  above, the Registrant must indemnify him against the expenses which he actually
  and reasonably incurred in connection therewith.
  
         The Registrant's Certificate of Incorporation provides that, to the
  fullest extent permitted by the Delaware General Corporation Law, a director of
  the Registrant shall not be liable to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty as a director.
  
                                       - 2 -
  3
  ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.       EXHIBITS.
  Exhibit No.                         Exhibit
                                             -------
  3.1       Restated Certificate of Incorporation dated February 22,
                       1986.
  
             3.2       Certificate of Amendment to Restated Certificate of
                       Incorporation dated April 7, 1987.
  
             3.3       Certificate of Amendment to Restated Certificate of
                       Incorporation dated April 3, 1992.
  
             3.4       By-laws of the Registrant as amended on March 21, 1991.
  
             5.1       Opinion of Haynes and Boone.
  
            23.1       Consent of Grant Thornton LLP.
  
            23.2       Consent of Haynes and Boone (included in Exhibit 5.1).
  
            24.1       Power of Attorney of the directors (included on the
                       signature page of this registration statement).
  ITEM 9.       UNDERTAKINGS.
  
         (a)    The undersigned registrant hereby undertakes:
  
                (1)    To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:
  
                    (i)       to include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;
  
                   (ii)       to reflect in the prospectus any facts or events
                arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this registration statement;
  
                  (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.
  
                (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; and
  
                (3)    To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
  
                                       - 3 -
  4
         (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 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.
  
         (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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                       - 4 -
  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 Dallas, State of Texas, on October 15, 1996.
  
                                     BEAUTICONTROL COSMETICS, INC.
  
                                     By:     /s/ Richard W. Heath                 
                                             -------------------------------------
                                             Richard W. Heath
                                             President and Chief Executive Officer
  
         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
  constitutes and appoints Richard W. Heath and M. Douglas Tucker, and each of
  them (with full power to each of them to act alone), his or her true and lawful
  attorneys-in-fact and agents, with full power of substitution, for him or her
  and on his or her behalf and in his or her name, place and stead, in any and
  all capacities, to sign, execute, and file with the Securities and Exchange
  Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this registration statement on Form S-8 under the
  Securities Act of 1933, including any amendment or amendments relating thereto,
  with all exhibits and any and all documents required to be filed with respect
  thereto with any regulatory authority, granting unto said attorneys, 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 in order to
  effectuate the same as fully to all intents and purposes as he or she might or
  could do if personally present, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his or her
  substitute or substitutes, may lawfully do or cause to be done.
  
         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/ Richard W. Heath           President, Chief Executive      October 15, 1996
  ---------------------------      Officer and Director                          
  Richard W. Heath                 
  
  /s/ Jinger L. Heath            Chairman of the Board           October 15, 1996
  ---------------------------      and Director                                  
  Jinger L. Heath                  
  
  /s/ J. Robert Ward-Burns       Executive Vice President,       October 15, 1996
  ---------------------------      Chief Operating Officer,                      
  J. Robert Ward-Burns             and Director
                                   
  
  /s/ M. Douglas Tucker          Senior Vice President - Finance October 15, 1996
  ---------------------------      and Chief Financial Officer   
  M. Douglas Tucker                (Principal Financial
                                   and Accounting Officer)
  
  /s/ Charles M. Diker           Director                        October 15, 1996
  ---------------------------                                                    
  Charles M. Diker
  
  /s/ Robert S. Folsom           Director                        October 15, 1996
  ---------------------------                                                    
  Robert S. Folsom
  - 5 -
  6
  /s/ Denise I. Lites            Director                        October 15, 1996
  ---------------------------                                                    
  Denise I. Lites
  
  /s/ A. Starke Taylor, Jr.      Director                        October 15, 1996
  ---------------------------                                                    
  A. Starke Taylor, Jr.
  
  /s/ Joel T. Williams, Jr.      Director                        October 15, 1996
  ---------------------------                                                    
  Joel T. Williams, Jr.
  
  /s/ Joe Haggar, III            Director                        October 15, 1996
  ---------------------------                                                    
  Joe Haggar, III
  - 6 -
  7
                                 INDEX TO EXHIBITS
  Exhibit
     No.                     Exhibit
  ---------                  -------
  3.1        Restated Certificate of Incorporation dated February 22, 1986.
  
     3.2        Certificate of Amendment to Restated Certificate of Incorporation
                dated April 7, 1987.
  
     3.3        Certificate of Amendment to Restated Certificate of Incorporation
                dated April 3, 1992.
  
     3.4        By-laws of the Registrant as amended on March 21, 1991.
  
     5.1        Opinion of Haynes and Boone.
  
    23.1        Consent of Grant Thornton LLP.
  
    23.2        Consent of Haynes and Boone (included in Exhibit 5.1).
  
    24.1        Power of Attorney of the directors (included on the signature
                page of this registration statement).