UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-K



[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended January 29, 1999

OR



[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from               to



Commission file number  1-7898



LOWE'S COMPANIES, INC.

(Exact name of registrant as specified in its charter)



NORTH CAROLINA                      56-0578072

(State or other jurisdiction of           (I.R.S. Employer

incorporation or organization)          identification No.)



P. O. BOX 1111, NORTH WILKESBORO, N.C.         28656-0001

(Address of principal executive offices)        (Zip Code)



Registrant's telephone number, including area code:  (336) 658-4000



Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class                   Name of Each Exchange on

Which Registered

Common Stock $.50 Par Value                New York Stock Exchange

Pacific Stock Exchange

The Stock Exchange (London)



Securities registered pursuant to Section 12(g) of the Act:  NONE



Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the

registrant was required to file such report(s), and (2) has been subject to

such filing requirements for the past 90 days.  Yes x , No   .



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405

of Regulation S-K is not contained herein, and will not be contained, to the

best of the registrant's knowledge, in definitive proxy or information

statements incorporated by reference in Part III of this Form 10-K or any

amendment to this Form 10-K. [ x ]



The aggregate market value of the voting stock held by non-affiliates of the

registrant at April 2, 1999, based on a closing price of $61.31 per share, was

$21,994,116,483.



Indicate the number of shares outstanding of each of the registrant's classes

of common stock, as of the latest practicable date.



Class:  COMMON STOCK, $.50 PAR VALUE, Outstanding at April 2, 1999:

359,217,081 shares.



Documents Incorporated by Reference

Annual Report to Security Holders for fiscal year ended January 29, 1999:

Parts I and II. With the exception of specifically referenced information, the

Annual Report to Security Holders for the fiscal year ended January 29, 1999

is not to be deemed filed as part of this report. Proxy Statement for the 1999

Annual Meeting which will be filed within 120 days after January 29, 1999:

Part III.



Part I



Item 1 - Business



General



Lowe's Companies, Inc. (Lowe's) is the second largest retailer of home

improvement products in the United States, with specific emphasis on do-it-

yourself (DIY) retail and commercial business customers.  Lowe's specializes

in

offering products and services for home improvement, home decor, home

construction, repair and remodeling.  Lowe's principal customer groups are DIY

retail customers and commercial business customers.  At January 29, 1999,

Lowe's operated 484 stores in 27 states with more than 43 million square feet

of sales floor principally located in the eastern half of the United States.



Lowe's was incorporated in North Carolina in 1952 and has been a publicly

held company since 1961.  Lowe's common stock is listed on the New York Stock

Exchange, the Pacific Stock Exchange, and the London Stock Exchange, with

shares trading under the ticker symbol "LOW." Lowe's general offices are

located in North Wilkesboro, North Carolina.



Lowe's has one reportable industry segment - the operation of home

improvement retail stores.  Therefore, see Item 6 "Selected Financial Data"

for the historical data of revenues, profits and identifiable assets of the

Company.



Store Expansion



Since 1989, Lowe's has been implementing an aggressive store expansion

strategy, which has transformed Lowe's from a chain of small stores into a

chain of destination home improvement warehouses.  Lowe's current prototype

store has a 115,000 square foot sales floor with a lawn and garden center

comprising approximately 35,000 additional square feet.  Lowe's 1999 expansion

plan calls for opening 80 to 85 stores (including relocation of 30 to 35

older, smaller format stores).  The following table illustrates the growth of

the Company over the last three years.



1998    1997   1996



Number of stores, beginning of year          446     402    365

New stores opened                             45      42     47

Relocated stores opened                       31      24     19

Stores closed                                (38)    (22)   (29)



Number of stores, end of year                484     446    402



In April 1998, Lowe's announced plans for a major expansion into the

western United States, with plans to build in excess of 100 new stores in

certain western markets over the next three to four years.  The first of the

western stores are expected to open in Fall 1999.  In November 1998, the

Company entered into a merger agreement with Eagle Hardware and Garden, Inc.

(Eagle), an operator of 36 home improvement centers in the western United

States.  The acquisition of Eagle, which closed on April 2, 1999, enables

Lowe's to accelerate its West Coast expansion and provides an immediate

presence in a number of key metropolitan markets in the west.  The Eagle

stores are in addition to Lowe's previously announced western market expansion

plans.



Customer Service



Lowe's serves both retail and commercial business customers.  Retail

customers are primarily do-it-yourself homeowners and others buying for

personal and family use.  Commercial business customers include building

contractors, repair and remodeling contractors, electricians, landscapers,

painters, plumbers and industrial purchasing agents.  Each Lowe's store caters

to this broad array of customers by combining the merchandise, sales and

service of: a home fashions and interior design center;  a lawn and garden

center;  an appliance and home electronics dealer;  a hard goods discounter;

a hardware store;  an air conditioning, heating, plumbing and electrical

supply center;  and a building materials supplier.



Lowe's is committed to providing superior customer satisfaction.

Customer expectations are being met by opening new stores in convenient

shopping locations, by supplying a large selection of in-stock merchandise, by

offering low prices and by providing knowledgeable assistance and fast

service.  If a customer is searching for an item that is not carried in a

store, it is likely available through our special order system.  The Everyday

Competitive Price ("ECP") strategy guarantees the lowest price in the market

and yet builds profitability for Lowe's by substantially increasing revenues

per store.  ECP gives Lowe's customers the confidence to buy every day without

waiting for promotional sales.  Customer questions, problems, returns and

exchanges are handled at a convenient service desk near the main entrance of

the store.  Our customer-friendly return policy makes it simple to return or

exchange products.   Most of our stores have a separate lumber and building

materials cashier and loading area available for both DIY and commercial

business customers. Additionally, Lowe's offers specific services such as

installation (through subcontractors), delivery, loading, assembly, free how-

to clinics, wood and glass cutting, free kitchen design and a project desk to

assist Lowe's customers in planning their home improvement tasks.



Lowe's offers two proprietary credit cards - one for individual retail

customers and the other for businesses.  Lowe's commercial business customers

can also make purchases on credit by using Lowe's in-house accounts.  In

addition, Lowe's accepts Visa, MasterCard, Discover and American Express

credit cards.



Products



A typical Lowe's home improvement warehouse stocks more than 40,000

items, with significantly more items available through our special order

system.  Each Lowe's home improvement warehouse carries a wide selection of

high quality, nationally advertised brand name merchandise. The Company's

merchandise selection is broad enough to supply both the DIY retail and

commercial business customer with practically every item needed to complete

any home improvement, repair or construction project.  See Note 13 on page 30

of the Annual Report to Security Holders for fiscal year ended January 29,

1999 for the table illustrating sales by product category for each of the last

three fiscal years.



The Company sources its products from approximately 5,500 merchandise

vendors worldwide, with no single vendor accounting for as much as 4% of total

purchases.  The Company is not dependent upon any single vendor.  To the

extent possible, the Company utilizes its global sourcing division to purchase

directly from foreign manufacturers and avoid third party importers.

Management believes that alternative and competitive suppliers are available

for virtually all its products.



In order to maintain appropriate inventory levels in stores and to

improve distribution efficiencies, the Company operates four regional

distribution centers (RDC's).  The current RDC's are strategically located in

North Carolina, Georgia, Indiana and Texas.  Each Lowe's store is now served

by one of these RDC's.  The Company also operates nine smaller support

facilities in order to distribute merchandise that requires special handling

due to size or type of packaging, such as lumber, roofing, fencing or lawn

mowers.  Approximately 60% of the merchandise purchased by the Company is

shipped through its distribution facilities while the remaining portion is

shipped directly to stores from vendors.  A fifth RDC, currently under

construction, is expected to be operational in Spring 1999 and is located in

Pennsylvania.



Marketing



The Company reaches target customers through a mixture of television,

radio, direct mail, newspaper and NASCAR sponsorship.  Each marketing

initiative is based on understanding current and prospective customers.  The

Company has a strategic alliance with the HGTV network that allows it to

control a substantial portion of the airtime in which only the Company's and

its vendors' commercials are aired.  This is only one example of how the

Company solicits vendor participation in its advertising programs.

Additionally, the Company participates in the Southern Living Show Homes

program, hosts customer hospitality events and supports the wide-ranging

activities of Lowe's Home Safety Council.



In 1998, the Company continued to introduce or redefine programs that

respond to the changing needs and lifestyles of targeted customers.  Primary

to this effort is the Company's aggressive response to serve commercial

business customers.  The Company has responded to the special needs of this

customer group by carrying more professional brands, increasing in-stock

quantities for bigger jobs and testing various marketing approaches to win the

loyalty of commercial customers.  The Company added sixteen product categories

where customers can have installation arranged through our stores.  Our

special order systems have been redesigned and we've added non-electronic

kiosks (electronic kiosks are currently being tested) in departments such as

appliances, flooring, lighting, millwork, outdoor power equipment, plumbing

and tools.



Competition



The home improvement retailing business is highly competitive. The

principal competitive factors are price, location, customer service, product

selection and name recognition.  The Company competes with a number of

traditional hardware, plumbing, electrical and home supply retailers, as well

as other chains of warehouse home improvement stores and lumber yards in most

of its market areas. In addition, the Company competes, with respect to some

of its products, with discount stores, mail order firms, and warehouse clubs.



Lowe's is the second largest retailer of home improvement products in the

United States.  Due to the large number and variety of competitors, management

is unable to precisely measure the Company's market share in its existing

market areas.  However, its current share of the home center market, comprised

of the Repair/Remodeling and DIY markets, is estimated to be approximately 8%,

based on internal information and data published by the Home Improvement

Research Institute.



Information Systems



The Company is continuously assessing and upgrading its information

systems to support growth, control costs, and better enable decision-making.

During the last six years, the Company has made a substantial investment in

developing and purchasing new computer systems.  These new applications

include Distribution, Electronic Data Interchange, Payroll and Human

Resources, General Ledger, Accounts Payable, Forecasting and Replenishment,

and Supply Services.  Lowe's has a point of sale system, electronic bar code

scanning system, various design systems and a UNIX Server in each of its

stores.  Store information is communicated to the support center's central

computer via satellite.  These systems provide efficient customer check-out

with automated credit card approval, store-based inventory management with

automatic replenishment orders, labor planning and item movement experience.

These computers supply the general office functions with the information

needed to support the stores.



Employees



At the end of January 1999, the Company employed approximately 54,000

full-time and 12,000 part time employees, none of which are covered by any

collective bargaining agreements.  Management considers its relations with its

employees to be good.







Item 2 - Properties



At January 29, 1999, the Company operated 484 stores with a total of 43.4

million square feet of selling space. The current prototype large store is a

115,000 square foot sales floor with a lawn and garden center comprising

approximately 35,000 additional square feet.  Of the total stores operating at

January 29, 1999, 282 of the facilities are owned with the remainder being

leased.  Approximately one-half of these leases are capital leases. The

Company also owns and operates four regional distribution centers and nine

smaller support facilities, four of which are reload centers for lumber and

building commodities.  The Company's general offices are located in North

Wilkesboro, North Carolina and occupy several buildings, the majority of which

are owned.



See the "Lowe's Stores" map and table on page 11 of the Annual Report to

Security Holders for fiscal year ended January 29, 1999.





Item 3 - Legal Proceedings



See Note 12 on page 30 of the Annual Report to Security Holders for

fiscal year ended January 29, 1999.





Item 4 - Submission of Matters to a Vote of Security Holders



Not applicable.





EXECUTIVE OFFICERS OF THE REGISTRANT



Pursuant to General Instruction G(3) of Form 10-K, the following list is

included as an unnumbered item in Part I of this Report in lieu of being

included in the Proxy Statement for the Annual Meeting of Stockholders to be

held on May 28, 1999.



The following is a list of names and ages of all of the executive officers of

the registrant indicating all positions and offices with the registrant held

by each such person and each person's principal occupations or employment

during the past five years.





Robert L. Tillman, 55

Chairman of the Board since 1998 and President and Chief Executive Officer

since 1996;  Senior Executive Vice President and Chief Operating Officer,

1994 - 1996.



Gregory M Bridgeford, 44

Senior Vice President, Marketing since 1998; Senior Vice President and

General Merchandise Manager, 1996 - 1998; Vice President and General

Merchandise Manager, 1994 - 1996.



Charles W. Canter, Jr., 48

Senior Vice President and General Merchandise Manager, Building Materials

since 1998; Vice President, Merchandising - Millwork, 1998; Regional Vice

President, Store Operations, 1993 - 1998.



Lee Herring, 45

Senior Vice President, Logistics since 1996; Vice President, Logistics,

1993 - 1996.





William L. Irons, 55

Senior Vice President, Management Information Services since 1992.



Perry G. Jennings, 41

Senior Vice President, Human Resources since 1999, Vice President,

Operations and Merchandising Support, 1998; Director, Merchandising

Support and Administration, 1996 - 1997; Vice President, Human Resources,

1992 - 1996.



Mark A. Kauffman, 40

Senior Vice President and General Merchandise Manager, Hardlines since

1998; Senior Vice President, Regional Merchandising and Product

Development, 1998; Vice President, Import Merchandising, 1996 - 1998;

Merchandise Manager, 1993 - 1996.



Michael K. Menser, 45

Senior Vice President and General Merchandise Manager, Home Decor since

1998; Vice President, Logistics, 1996 - 1998; Senior Director, Logistics,

1994 - 1996.



Robert A. Niblock, 36

Senior Vice President, Finance since 1999; Vice President and Treasurer,

1997 - 1998; Senior Director, Taxation, 1996 - 1997; Director, Taxation,

1993 - 1996.



William D. Pelon, 49

Senior Vice President, Store Operations - Western Division since 1998;

Senior Vice President, Store Operations 1997 - 1998; Regional Vice

President, Store Operations, 1996 - 1997; Senior Director, Sales

Communications in 1995; District Manager, 1991 - 1995.



Dale C. Pond, 53

Executive Vice President, Merchandising and Marketing since 1998; Senior

Vice President, Marketing 1993 - 1998.



David E. Shelton, 52

Senior Vice President, Real Estate/Engineering and Construction since

1997; Vice President, Store Operations, 1995 - 1997;  Vice President,

Sales Operations, 1992 - 1995.



Larry D. Stone, 47

Executive Vice President and Chief Operating Officer since 1997; Executive

Vice President, Store Operations 1996 - 1997; Senior Vice President, Sales

Operations, 1995 - 1996;  Vice President, General Merchandising, 1992 -

1995.



William C. Warden, Jr., 46

Executive Vice President, General Counsel, Chief Administrative Officer

and Secretary since 1996;  Senior Vice President, General Counsel and

Secretary, 1993 - 1996.



Gregory J. Wessling, 47

Senior Vice President, Store Operations - Eastern Division since 1998;

Senior Vice President and General Merchandise Manager 1996 - 1998; Vice

President and General Merchandise Manager, 1994 - 1996.



Thomas E. Whiddon, 46

Executive Vice President and Chief  Financial Officer since 1996;  Senior

Vice President and Chief  Financial Officer, 1995 - 1996 and Senior Vice

President and Treasurer, 1994 - 1995, Zale Corporation.





Part II



Item 5 - Market for the Registrant's Common Stock and Related Security Holder

Matters



The principal market for trading in Lowe's common stock is the New York

Stock Exchange, Inc. (NYSE).  Lowe's common stock is also listed on the

Pacific Exchange in the United States and the Stock Exchange in London.  The

ticker symbol for Lowe's is LOW.  As of January 29, 1999, there were 13,499

holders of record of Lowe's common stock. The table, "Lowe's Quarterly Stock

Price Range and Cash Dividend Payment", on page 33 of the Annual Report to

Security Holders for fiscal year ended January 29, 1999 sets forth, for the

periods indicated, the high and low sales prices per share of the common stock

as reported by the NYSE Composite Tape, and the dividends per share declared

on the common stock during such periods.





Item 6 - Selected Financial Data



See page 32 of the Annual Report to Security Holders for fiscal year

ended January 29, 1999.





Item 7 - Management's Discussion and Analysis of Financial Condition and

Results of Operations



See "Management's Discussion and Analysis of Financial Condition and

Results of Operations" on pages 15 through 18 and "Disclosure Regarding

Forward-Looking Statements" on page 13 of the Annual Report to Security

Holders for fiscal year ended January 29, 1999.





Item 7a - Quantitative and Qualitative Disclosures about Market Risk



See "Management's Discussion and Analysis of Financial Condition and

Results of Operations - Market Risk" beginning on page 16 of the Annual Report

to Security Holders for fiscal year ended January 29, 1999.





Item 8 - Financial Statements and Supplementary Data



See the "Independent Auditors' Report" of Deloitte & Touche LLP on page

14 and the financial statements and notes thereto on pages 19 through 31, and

the "Selected Quarterly Data" on page 32 of the Annual Report to Security

Holders for fiscal year ended January 29, 1999.





Item 9 - Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure



Not applicable.





Part III



Item 10 - Directors and Executive Officers of the Registrant



See "Election of Directors", "Information Concerning Class I Nominees"

and "Information Concerning Continuing Directors" included in the definitive

Proxy Statement which will be filed pursuant to regulation 14A, with the SEC

within 120 days after the fiscal year ended January 29, 1999.





Item 11 - Executive Compensation



See "Compensation of Executive Officers", "Option/SAR Grants in Last

Fiscal Year", "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal

Year-end Option/SAR Values", and "Long-term Incentive Plans - Awards in Last

Fiscal Year" included in the definitive Proxy Statement which will be filed

pursuant to regulation 14A, with the SEC within 120 days after the fiscal year

ended January 29, 1999.  Information included under the captions "Report of

the Compensation Committee" and "Performance Graph" is not incorporated by

reference herein.





Item 12 - Security Ownership of Certain Beneficial Owners and Management



See "Security Ownership of Certain Beneficial Owners and Management"

included in the definitive Proxy Statement, which will be filed pursuant to

regulation 14A, with the SEC within 120 days after the fiscal year ended

January 29, 1999.





Item 13 - Certain Relationships and Related Transactions



See "Information about the Board of Directors and Committees of the

Board" included in the definitive Proxy Statement which will be filed pursuant

to regulation 14A, with the SEC within 120 days after the fiscal year ended

January 29, 1999.





Part IV



Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K



a) 1.     Financial Statements

See the following items and page numbers appearing in the Annual

Report to Security Holders for fiscal year ended January 29, 1999:





Pages

Independent Auditors' Report                                   14



Consolidated Statements of Earnings for each of the three

fiscal years in the period ended January 29, 1999              19



Consolidated Balance Sheets at January 29, 1999

and January 30, 1998                                           20



Consolidated Statements of Shareholders' Equity for each of

the three fiscal years in the period ended January 29, 1999    21



Consolidated Statements of Cash Flows for each of the

three fiscal years in the period ended January 29, 1999        22



Notes to Consolidated Financial Statements for each of the

three fiscal years in the period ended January 29, 1999     23-31







2.     Financial Statement Schedules



Schedules are omitted because of the absence of conditions under

which they are required or because information required is included

in financial statements or the notes thereto.



3.     Exhibits



(3.1)   Restated and Amended Charter (filed as Exhibit 3.1 to the Company's

Form 10-Q dated September 14, 1998 and incorporated by reference

herein).



(3.2)   Bylaws, as amended.



(4.1)   Rights Agreement dated as of September 8, 1998 between the Company

and Wachovia Bank, N.A., as Rights Agent (filed as Exhibit 4.1 to

the Company's Form 8-K filed on October 9, 1998 and incorporated by

reference herein).



(10.1)   Lowe's Companies, Inc. 1985 Stock Option Plan (filed as Exhibit C

to the Company's Proxy Statement dated May 31, 1985 and

incorporated by reference herein).



(10.2)   Post Effective Amendment No. 1 to Lowe's Companies, Inc. 1985

Stock Option Plan (filed on the Company's Form S-8 dated June 23,

1987 (No. 33-2618) and incorporated by reference herein).



(10.3)   Lowe's Companies, Inc. 1989 Non-Employee Directors' Stock Option

Plan (filed as Exhibit A to the Company's Proxy Statement dated

June 9, 1989 and incorporated by reference herein).



(10.4)   Lowe's Companies, Inc. 1990 Benefit Restoration Plan (filed as

Exhibit 10.4 to the Company's Annual Report on Form 10-K for the

year ended January 31, 1991, and incorporated by reference

herein).



(10.5)   Indenture dated April 15, 1992 between the Company and Chemical

Bank, as Trustee (filed as Exhibit 4.1 to the Company's

Registration Statement on Form S-3 (No. 33-47269) and incorporated

by reference herein).



(10.6)   Lowe's Companies, Inc. Directors' Deferred Compensation Plan,

effective July 1, 1994



(10.7)   Lowe's Companies, Inc. Director's Stock Incentive Plan (filed on

the Company's Form S-8 dated July 8, 1994 (No. 33-54497) and

incorporated by reference herein).



(10.8)   Lowe's Companies, Inc. 1994 Incentive Plan (filed on the Company's

Form S-8 dated July 8, 1994 (No. 33-54499) and incorporated by

reference herein).



(10.9)   Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated

December 9, 1994.



(10.10)   Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated

September 17, 1998.



(10.11)   Amendments to the Lowe's Companies, Inc. 1994 Incentive Plan dated

December 4, 1998.



(10.12)   Amended and Restated Indenture, dated as of December 1, 1995,

between the Company and First National Bank of Chicago, as Trustee

(filed as Exhibit 4.1 on Form 8-K dated December 15, 1995, and

incorporated by reference herein).



(10.13)   First Supplemental Indenture, dated as of February 23, 1999, to the

Amended and Restated Indenture dated as of December 1, 1995 between

the Company and First National Bank of Chicago, as Trustee.



(10.14)   Form of the Company's 6 3/8 % Senior Note due December 15, 2005

(filed as Exhibit 4.2 on Form 8-K dated December 15, 1995, and

incorporated by reference herein).



(10.15)   Lowe's Companies, Inc. 1997 Incentive Plan (filed on the Company's

Form S-8 dated August 29, 1997 (No. 333-34631) and incorporated by

reference herein).



(10.16)   Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated

January 25, 1998.



(10.17)   Amendments to the Lowe's Companies, Inc. 1997 Incentive Plan dated

September 17, 1998.



(10.18)   Form of the Company's 6 7/8 % Debenture due February 20, 2028

(filed as Exhibit 4.2 on Form 8-K dated February 20, 1998, and

incorporated by reference herein).



(10.19)   Form of the Company's 6 1/2% Debenture due March 15, 2029.



(10.20)   Lowe's/Eagle Stock Option Plan (filed as Exhibit 4.2 on the

Company's Form S-8 filed  April 7, 1999 (No. 333-75793) and

incorporated by reference herein).



(13)      Annual Report to Security Holders for fiscal year ended January 29,

1999.



(21)      List of Subsidiaries.



(23)      Consent of Deloitte & Touche LLP



(27)      Financial Data Schedule



b)Reports on Form 8-K



A report on Form 8-K was filed on November 25, 1998 by the registrant.

Therein under Item 5, the Company filed a summary and an exhibit in connection

with the Company's Agreement and Plan of Merger with Eagle Hardware & Garden,

Inc.







Part IV



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange

Act of 1934, the Registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.



Lowe's Companies, Inc.





April 2, 1999_                           By:     /s/ Thomas E. Whiddon__

Date                                            Thomas E. Whiddon

Executive Vice President

and Chief Financial Officer



April 2, 1999                            By: /s/ Kenneth W. Black, Jr.__

Date                                          Kenneth W. Black, Jr.

Vice President and

Corporate Controller



Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.



/s/Robert L. Tillman  _  Chairman of the Board of Directors,       4/2/99__

Robert L. Tillman     President, Chief Executive Officer         Date

and Director



/s/Robert L. Strickland             Director                       4/2/99__

Robert L. Strickland                                             Date



/s/William A. Andres                Director                       4/2/99__

William A. Andres                                                Date



/s/ John M. Belk                    Director                       4/2/99__

John M. Belk                                                    Date



/s/ Leonard L. Berry                Director                       4/2/99__

Leonard L. Berry                                                Date



/s/Peter C. Browning                Director                       4/2/99__

Peter C. Browning                                                Date



/s/Carol A Farmer                   Director                       4/2/99__

Carol A. Farmer                                                  Date



/s/Paul Fulton                      Director                       4/2/99__

Paul Fulton                                                      Date



/s/James F. Halpin                  Director                       4/2/99__

James F. Halpin                                                  Date



Director                     _    _____

Leonard G. Herring                                               Date



/s/ Richard K. Lochridge            Director                       4/2/99__

Richard K. Lochridge                                            Date



/s/ Claudine B. Malone              Director                       4/2/99__

Claudine Malone                                                 Date



/s/Robert G. Schwartz               Director                       4/2/99__

Robert G. Schwartz                                               Date