content: <PAGE>   1
      As filed with the Securities and Exchange Commission on November 3, 1999.
                                                      Registration No. ___________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                            THE WILLIAMS COMPANIES, INC.
                 (Exact name of issuer as specified in its charter)
  
                                  ----------------
  
                 Delaware                                          73-0569878
     (State or other jurisdiction of                            (I.R.S. Employer
     incorporation or organization)                            Identification No.)
  
             One Williams Center                                       74172
              Tulsa, Oklahoma                                        (Zip Code)
  (Address of principal executive offices)
  
                                  ----------------
  
                     MID-SOUTH PACE SAVINGS AND RETIREMENT PLAN
                                (Full title of plan)
  
                                  ----------------
  
                               SHAWNA L. GEHRES, ESQ.
                            The Williams Companies, Inc.
                        One Williams Center, Tulsa, OK 74172
                                   (918) 573-2000
              (Name, address and telephone number of agent for service)
  
                                  ----------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ======================================================================================================
                                                  Proposed              Proposed
  Title of                  Amount                Maximum               Maximum             Amount of
  Securities to             to be                 Offering Price        Aggregate           Registration
  be Registered             Registered            Per Unit(1)           Offering Price(2)   Fee
  -------------             ----------            --------------        -----------------   ------------
  <S>                       <C>                   <C>                   <C>                 <C>
  Common Stock,
  ($1 par value)            200,000(3)            $37.50                $7,500,000.00       $2,085.00
  ======================================================================================================
  </TABLE>
  
  
  (1)  Estimated based on the reported New York Stock Exchange composite
       transactions closing price on October 29, 1999.
  
  (2)  Estimated solely for the purpose of calculating the filing fee.
  
                           [cover continued on next page]
  
  
  <PAGE>   2
  
  
  (3)  Includes an equal number of Rights issuable under The Williams Companies,
       Inc. Rights Plan.
  
  ================================================================================
  
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plans described herein.
  
  
                                         2
  
  <PAGE>   3
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents are hereby incorporated by reference and made a
  part of this Registration Statement:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998.
  
           (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                    ended March 31 and June 30, 1999.
  
           (c)      The Company's Current Reports on Form 8-K dated January 26,
                    1999, March 1, 1999, March 24, 1999, April 29, 1999 and
                    October 18, 1999.
  
           All reports subsequently filed by the Company and the Plan pursuant to
  Sections 13, 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
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated herein by reference and to be a part hereof from
  the date of filing such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                    Not applicable.
  
  ITEM 5.  INTERESTS OF NAMES EXPERTS AND COUNSEL
  
                    Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is empowered by Section 145 of the General Corporation Law
  of Delaware, subject to the procedures and limitations stated therein, to
  indemnify any person against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  person in connection with any threatened, pending or completed action, suit or
  proceeding in which such person is made a party by reason of such person being
  or having been a director, officer, employee or agent of the Company. The
  statute provides that indemnification pursuant to its provisions is not
  exclusive of other rights of indemnification to which a person may be entitled
  under any by-law, agreement, vote of stockholders or disinterested directors, or
  otherwise. The By-laws of the Company provide for indemnification by the Company
  of its directors and officers to the fullest extent permitted by the General
  Corporation Law of Delaware. In addition, the Company has entered into indemnity
  agreements with its directors and certain officers providing for, among other
  things, the indemnification of and the advancing of expenses to such individuals
  to the fullest extent permitted by law, and, to the extent insurance is
  maintained, for the continued coverage of such individuals.
  
  
                                         3
  <PAGE>   4
  
           Policies of insurance are maintained by the Company under which the
  directors and officers of the Company are insured, within the limits and subject
  to the limitations of the policies, against certain expenses in connection with
  the defense of actions, suits or proceedings, and certain liabilities which
  might be imposed as a result of such actions, suits or proceedings, to which
  they are parties by reason of being or having been such directors or officers.
  
  
  ITEM 8.  EXHIBITS.
  
  4.1      Mid-South PACE Savings and Retirement Plan (formerly known as
           Mid-South OCAW Savings and Retirement Plan)
  
  5.1      Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel
           for the Company
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Deloitte & Touche LLP.
  
  23.3     Consent of Shawna L. Gehres (contained in Exhibit 5.1)
  
  24.1     Power of Attorney
  
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      Rule 415 offering.
  
           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 the registration statement;
  
                             (iii) 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;
  
                          Provided, however, That paragraphs (a)(1)(i) and
                          (a)(1)(ii) of this Section do not apply if the
                          registration statement is on Form S-3, Form S-8 or Form
                          F-3, and the information required to be included in a
                          post-effective amendment by those paragraphs is
                          contained in periodic reports filed with or furnished to
                          the Commission by the registrant pursuant to Section 13
                          or Section 15(d) of the
  
  
                                         4
  <PAGE>   5
  
                          Securities Exchange Act of 1934 that are incorporated by
                          reference in the registration statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           (3)      To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
  (b)      Filings Incorporating Subsequent Exchange Act Documents by Reference.
  
           The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
  (h)      Request for Acceleration of Effective Date or Filing of Registration
           Statement on Form 2-8.
  
           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 Act and will be governed by the final
           adjudication of such issue.
  
  
  SIGNATURES
  
           THE REGISTRANT. 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 Tulsa and State of Oklahoma on the 3rd day of
  November, 1999.
  
  
                                         5
  <PAGE>   6
  
                                                THE WILLIAMS COMPANIES, INC.
                                                (Registrant)
  
  
  
                                                By  /s/ SHAWNA L. GEHRES
                                                    ------------------------------
                                                    (Shawna L. Gehres
                                                    Attorney-in-fact)
  
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on November 3, 1999:
  
  
  SIGNATURE                               TITLE
  ---------                               -----
  
             *                            Chairman of the Board, President
  ------------------------                and Chief Executive Officer
  Keith E. Bailey                         (Principal Executive Officer)
  
  
             *                            Senior Vice President
  ------------------------                (Principal Financial Officer)
  Jack D. McCarthy
  
  
             *                            Controller
  ------------------------                (Principal Accounting Officer)
  Gary R. Belitz
  
  
  
  ------------------------                Director
  Hugh M. Chapman
  
  
             *                            Director
  ------------------------
  Glenn A. Cox
  
  
             *                            Director
  ------------------------
  Thomas H. Cruikshank
  
  
             *                            Director
  ------------------------
  William E. Green
  
  
                                         6
  <PAGE>   7
  
  
                                          Director
  ------------------------
  Patricia L. Higgins
  
  
             *                            Director
  ------------------------
  W. R. Howell
  
  
             *                            Director
  ------------------------
  James C. Lewis
  
  
             *                            Director
  ------------------------
  Jack A. MacAllister
  
  
             *                            Director
  ------------------------
  Frank T. MacInnis
  
  
             *                            Director
  ------------------------
  Peter C. Meinig
  
  
             *                            Director
  ------------------------
  Gordon R. Parker
  
  
  
                                          Director
  ------------------------
  Janice D. Stoney
  
  
             *                            Director
  ------------------------
  Joseph H. Williams
  
  
  *By  /s/ SHAWNA L. GEHRES
       ------------------------------------
       (Shawna L. Gehres, Attorney-in-fact)
  
  
  
  
           THE PLAN(S). Pursuant to the requirements of the Securities Act, the
  trustees (or other persons who administer the employee benefit plan) have duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, on November 3, 1999.
  
                   SIGNATURE                                       TITLE
                   ---------                                       -----
  
  Mid-South PACE Savings and Retirement Plan
  
  
  By  /s/ MICHAEL P. JOHNSON
      ------------------------------------
            Michael P. Johnson                              Senior Vice President
  
  
                                         7
  <PAGE>   8
  
  
                                 INDEX TO EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit                    Description
  -------                    -----------
  <S>                        <C>
  Exhibit 4.1                Mid-South PACE Savings and Retirement Plan (formerly
                             known as Mid-South OCAW Savings and Retirement Plan)
  
  Exhibit 5.1                Opinion and Consent of Shawna L. Gehres, Esq., Secretary and
                             Counsel for the Company
  
  Exhibit 23.1               Consent of Ernst & Young LLP.
  
  Exhibit 23.2               Consent of Deloitte & Touche LLP.
  
  Exhibit 23.3               Consent of Shawna L. Gehres (contained in Exhibit 5.1)
  
  Exhibit 24.1               Power of Attorney
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16538}]
metadata_filer: {"company-data": {"conformed-name": "WILLIAMS COMPANIES INC", "cik": "0000107263", "assigned-sic": "4922", "irs-number": "730569878", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90265", "film-number": "99740550"}, "business-address": {"street1": "ONE WILLIAMS CTR", "city": "TULSA", "state": "OK", "zip": "74172", "phone": "9185732000"}, "mail-address": {"street1": "ONE WILLIAM CENTER", "city": "TULSA", "state": "OK", "zip": "74172"}, "former-company": {"former-conformed-name": "WILLIAMS BROTHERS COMPANIES", "date-changed": "19710817"}}
text: 1
      As filed with the Securities and Exchange Commission on November 3, 1999.
                                                      Registration No. ___________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                            THE WILLIAMS COMPANIES, INC.
                 (Exact name of issuer as specified in its charter)
  
                                  ----------------
  
                 Delaware                                          73-0569878
     (State or other jurisdiction of                            (I.R.S. Employer
     incorporation or organization)                            Identification No.)
  
             One Williams Center                                       74172
              Tulsa, Oklahoma                                        (Zip Code)
  (Address of principal executive offices)
  
                                  ----------------
  
                     MID-SOUTH PACE SAVINGS AND RETIREMENT PLAN
                                (Full title of plan)
  
                                  ----------------
  
                               SHAWNA L. GEHRES, ESQ.
                            The Williams Companies, Inc.
                        One Williams Center, Tulsa, OK 74172
                                   (918) 573-2000
              (Name, address and telephone number of agent for service)
  
                                  ----------------
  
                           CALCULATION OF REGISTRATION FEE
  ======================================================================================================
                                                  Proposed              Proposed
  Title of                  Amount                Maximum               Maximum             Amount of
  Securities to             to be                 Offering Price        Aggregate           Registration
  be Registered             Registered            Per Unit(1)           Offering Price(2)   Fee
  -------------             ----------            --------------        -----------------   ------------
  Common Stock,
  ($1 par value)            200,000(3)            $37.50                $7,500,000.00       $2,085.00
  ======================================================================================================
  (1)  Estimated based on the reported New York Stock Exchange composite
       transactions closing price on October 29, 1999.
  
  (2)  Estimated solely for the purpose of calculating the filing fee.
  
                           [cover continued on next page]
  2
  
  (3)  Includes an equal number of Rights issuable under The Williams Companies,
       Inc. Rights Plan.
  
  ================================================================================
  
  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
  registration statement also covers an indeterminate amount of interests to be
  offered or sold pursuant to the employee benefit plans described herein.
  
                                         2
  3
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents are hereby incorporated by reference and made a
  part of this Registration Statement:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended December 31, 1998.
  
           (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                    ended March 31 and June 30, 1999.
  
           (c)      The Company's Current Reports on Form 8-K dated January 26,
                    1999, March 1, 1999, March 24, 1999, April 29, 1999 and
                    October 18, 1999.
  
           All reports subsequently filed by the Company and the Plan pursuant to
  Sections 13, 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
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated herein by reference and to be a part hereof from
  the date of filing such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
                    Not applicable.
  
  ITEM 5.  INTERESTS OF NAMES EXPERTS AND COUNSEL
  
                    Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is empowered by Section 145 of the General Corporation Law
  of Delaware, subject to the procedures and limitations stated therein, to
  indemnify any person against expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement actually and reasonably incurred by such
  person in connection with any threatened, pending or completed action, suit or
  proceeding in which such person is made a party by reason of such person being
  or having been a director, officer, employee or agent of the Company. The
  statute provides that indemnification pursuant to its provisions is not
  exclusive of other rights of indemnification to which a person may be entitled
  under any by-law, agreement, vote of stockholders or disinterested directors, or
  otherwise. The By-laws of the Company provide for indemnification by the Company
  of its directors and officers to the fullest extent permitted by the General
  Corporation Law of Delaware. In addition, the Company has entered into indemnity
  agreements with its directors and certain officers providing for, among other
  things, the indemnification of and the advancing of expenses to such individuals
  to the fullest extent permitted by law, and, to the extent insurance is
  maintained, for the continued coverage of such individuals.
  
                                         3
  4
  
           Policies of insurance are maintained by the Company under which the
  directors and officers of the Company are insured, within the limits and subject
  to the limitations of the policies, against certain expenses in connection with
  the defense of actions, suits or proceedings, and certain liabilities which
  might be imposed as a result of such actions, suits or proceedings, to which
  they are parties by reason of being or having been such directors or officers.
  
  ITEM 8.  EXHIBITS.
  
  4.1      Mid-South PACE Savings and Retirement Plan (formerly known as
           Mid-South OCAW Savings and Retirement Plan)
  
  5.1      Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel
           for the Company
  
  23.1     Consent of Ernst & Young LLP.
  
  23.2     Consent of Deloitte & Touche LLP.
  
  23.3     Consent of Shawna L. Gehres (contained in Exhibit 5.1)
  
  24.1     Power of Attorney
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      Rule 415 offering.
  
           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 the registration statement;
  
                             (iii) 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;
  
                          Provided, however, That paragraphs (a)(1)(i) and
                          (a)(1)(ii) of this Section do not apply if the
                          registration statement is on Form S-3, Form S-8 or Form
                          F-3, and the information required to be included in a
                          post-effective amendment by those paragraphs is
                          contained in periodic reports filed with or furnished to
                          the Commission by the registrant pursuant to Section 13
                          or Section 15(d) of the
  
                                         4
  5
  
                          Securities Exchange Act of 1934 that are incorporated by
                          reference in the registration statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
           (3)      To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
  (b)      Filings Incorporating Subsequent Exchange Act Documents by Reference.
  
           The undersigned registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each filing
           of the registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Securities Exchange Act of 1934 (and, where applicable,
           each filing of an employee benefit plan's annual report pursuant to
           Section 15(d) of the Securities Exchange Act of 1934) that is
           incorporated by reference in the registration statement shall be deemed
           to be a new registration statement relating to the securities offered
           therein, and the offering of such securities at that time shall be
           deemed to be the initial bona fide offering thereof.
  
  (h)      Request for Acceleration of Effective Date or Filing of Registration
           Statement on Form 2-8.
  
           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 Act and will be governed by the final
           adjudication of such issue.
  
  SIGNATURES
  
           THE REGISTRANT. 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 Tulsa and State of Oklahoma on the 3rd day of
  November, 1999.
  
                                         5
  6
  
                                                THE WILLIAMS COMPANIES, INC.
                                                (Registrant)
  
                                                By  /s/ SHAWNA L. GEHRES
                                                    ------------------------------
                                                    (Shawna L. Gehres
                                                    Attorney-in-fact)
  
          Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated on November 3, 1999:
  
  SIGNATURE                               TITLE
  ---------                               -----
  
             *                            Chairman of the Board, President
  ------------------------                and Chief Executive Officer
  Keith E. Bailey                         (Principal Executive Officer)
  
             *                            Senior Vice President
  ------------------------                (Principal Financial Officer)
  Jack D. McCarthy
  
             *                            Controller
  ------------------------                (Principal Accounting Officer)
  Gary R. Belitz
  
  ------------------------                Director
  Hugh M. Chapman
  
             *                            Director
  ------------------------
  Glenn A. Cox
  
             *                            Director
  ------------------------
  Thomas H. Cruikshank
  
             *                            Director
  ------------------------
  William E. Green
  
                                         6
  7
  
                                          Director
  ------------------------
  Patricia L. Higgins
  
             *                            Director
  ------------------------
  W. R. Howell
  
             *                            Director
  ------------------------
  James C. Lewis
  
             *                            Director
  ------------------------
  Jack A. MacAllister
  
             *                            Director
  ------------------------
  Frank T. MacInnis
  
             *                            Director
  ------------------------
  Peter C. Meinig
  
             *                            Director
  ------------------------
  Gordon R. Parker
  
                                          Director
  ------------------------
  Janice D. Stoney
  
             *                            Director
  ------------------------
  Joseph H. Williams
  
  *By  /s/ SHAWNA L. GEHRES
       ------------------------------------
       (Shawna L. Gehres, Attorney-in-fact)
  
           THE PLAN(S). Pursuant to the requirements of the Securities Act, the
  trustees (or other persons who administer the employee benefit plan) have duly
  caused this Registration Statement to be signed on its behalf by the
  undersigned, thereunto duly authorized, on November 3, 1999.
  
                   SIGNATURE                                       TITLE
                   ---------                                       -----
  
  Mid-South PACE Savings and Retirement Plan
  
  By  /s/ MICHAEL P. JOHNSON
      ------------------------------------
            Michael P. Johnson                              Senior Vice President
  
                                         7
  8
  
                                 INDEX TO EXHIBITS.
  Exhibit                    Description
  -------                    -----------
  Exhibit 4.1                Mid-South PACE Savings and Retirement Plan (formerly
                             known as Mid-South OCAW Savings and Retirement Plan)
  
  Exhibit 5.1                Opinion and Consent of Shawna L. Gehres, Esq., Secretary and
                             Counsel for the Company
  
  Exhibit 23.1               Consent of Ernst & Young LLP.
  
  Exhibit 23.2               Consent of Deloitte & Touche LLP.
  
  Exhibit 23.3               Consent of Shawna L. Gehres (contained in Exhibit 5.1)
  
  Exhibit 24.1               Power of Attorney