<PAGE>   1

                                   FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


      For Quarter ended September 30, 1995         Commission File Number
                                                           0-14289



                         GREENE COUNTY BANCSHARES, INC.
                         ------------------------------
             (Exact name of Registrant as specified in its charter)




        Tennessee                        62-1222567                
-----------------------------     ---------------------------------   
State or other jurisdiction of      (IRS Employer Identification
incorporated or organization)               Number)


Main & Depot Street
Greeneville, Tennessee                     37743                   
-----------------------------     ---------------------------------  
(Address of principal                    (Zip Code)
executive offices)


Registrant's telephone number, including area code 615/639-5111    
                                                   ----------------

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 reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes  X    No
                                   ----    ----

Indicate the number or shares outstanding of each of the Issuers classes of
common stock as of the latest practicable date:  447,453.

Total number of sequentially-numbered pages  15 
                                            ----


                                      1
<PAGE>   2





                         PART 1 - FINANCIAL INFORMATION





Item 1.  Financial Statements

The unaudited condensed consolidated financial statements of the Registrant and
its wholly-owned subsidiaries are as follows:

         Condensed Consolidated Balance Sheets - September 30 1995 and
           December 31, 1994.

         Condensed Consolidated Statements of Earnings - For the three
          months ended September 30, 1995 and 1994 and for the nine
          months ended September 30, 1995 and 1994.

         Condensed Consolidated Statement of Changes in Shareholders'
          Equity for the nine months ended September 30, 1995.

         Condensed Consolidated Statements of Cash Flows - For the nine
          months ended September 30, 1995 and 1994.

         Notes to Condensed Consolidated Financial Statements.





                                       2
<PAGE>   3

                 GREENE COUNTY BANCSHARES,INC. AND SUBSIDIARIES
                          Consolidated Balance Sheets
                    September 30, 1995 and December 31, 1994

<TABLE>
<CAPTION>
                                                              (Unaudited)          *       
                                                              September 30,    December 31,
                                                                  1995            1994     
                           ASSETS                                    (In Thousands)       
<S>                                                             <C>             <C>        
                                                                --------        --------   
Cash and Due from Banks                                         $ 12,737        $ 15,086   
Federal Funds sold                                                 9,500           3,550   
                                                                                           
Securities available-for-sale                                     33,381          38,109   
Securities held-to-maturity (with a market value of $34,379                                
  on September 30, 1995 and $32,215 on December 31, 1994).        34,106          32,265   
                                                                                           
Loans                                                            284,976         244,700   
  Less: Allowance for Loan Losses                                  3,880           3,447   
                                                                --------        --------   
                                                                                           
  Net Loans                                                      281,096         241,253   
                                                                --------        --------   
Bank Premises and Equipment, Net of                                                        
    Accumulated Depreciation                                       7,939           7,042   
Other Assets                                                      10,287           8,220   
                                                                --------        --------   
                                                                $389,046        $345,525   
                                                                ========        ========   
                                                                                           
            LIABILITIES AND STOCKHOLDERS' EQUITY                                           
                                                                                           
Deposits                                                        $335,646        $298,162   
Federal funds purchased and Securities                                                     
  sold under agreements to repurchase                              4,774           3,879   
Other Borrowings                                                   3,509           3,688   
Other Liabilities                                                  3,282           2,606   
                                                                --------        --------   
                                                                                           
    Total Liabilities                                            347,211         308,335   
                                                                --------        --------   
                                                                                           
                                                                                           
                    STOCKHOLDERS' EQUITY                                                   
Common Stock, par value $10, authorized 1,000,000 shares;                                  
   issued and outstanding 447,453 and 442,444 shares on                                   
   September 30, 1995 and December 31, 1994, respectively          4,474           4,424   
Surplus                                                            3,716           2,915   
Retained Earnings                                                 33,653          30,442   
Net unrealized holding gains (losses) on                                                   
    available-for-sale securities                                     (8)           (591)  
                                                                --------        --------   
                                                                                           
    Total Stockholders' Equity                                    41,835          37,190   
                                                                --------        --------   
                                                                $389,046        $345,525   
                                                                ========        ========   
</TABLE>


* Condensed from Audited Financial Statements.
See accompanying notes to Consolidated Financial Statements(Unaudited)





                                       3
<PAGE>   4

                 GREENE COUNTY BANCSHARES,INC. AND SUBSIDIARIES
                      Consolidated Statements of Earnings
                 Three Months Ended September 30, 1995 and 1994
               and Nine Months Ended September 30, 1995 and 1994

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                              Three Months      Nine Months
                                                 Ended             Ended
                                              September 30      September 30
(Dollars in thousands except per share)       1995     1994     1995     1994
 -------------------------------------        ----     ----     ----     ----
<S>                                         <C>      <C>      <C>      <C>
Interest Income:
  Interest and Fees on Loans                $ 7,106  $ 5,032  $19,902  $13,832
  Interest on Investment Securities           1,024      955    3,082    3,285
  Interest on Federal Funds Sold                 92       76      381      165
                                            -------  -------  -------  -------
                 Total Interest Income        8,222    6,063   23,365   17,282

Interest Expense:
  Interest on Deposits                        3,371    2,015    9,335    5,662
  Interest on Short Term Borrowings             104      117      325      306
                                            -------  -------  -------  -------
                Total Interest Expense        3,475    2,132    9,660    5,968
                                            -------  -------  -------  -------
                   Net Interest Income        4,747    3,931   13,705   11,314

Provision for Loan Losses                       182      105      493      277
                                            -------  -------  -------  -------

  Net Interest Income after
     Provision for Loan Losses                4,565    3,826   13,212   11,037
                                            -------  -------  -------  -------

Other Income:
  Income from Fiduciary Activities               10       11       28       41
  Service Charges on Deposit Accounts           430      415    1,326    1,248
  Security Gains(Losses)                          0       33        6      (35)
  Other Income                                  180       89      734      300
                                            -------  -------  -------  -------
                                                620      548    2,094    1,554
Other Expenses:
  Salaries and Employee Benefits              1,632    1,195    4,396    3,396
  Premises and Fixed Assets Expense             483      293    1,247      864
  Other Operating Expenses                      641      849    2,353    2,354
                                            -------  -------  -------  -------
                                              2,756    2,337    7,996    6,614
                                            -------  -------  -------  -------
Earnings Before Income Taxes                  2,429    2,037    7,310    5,977

Income Taxes                                    933      786    2,763    2,193
                                            -------  -------  -------  -------

Net income                                  $ 1,496  $ 1,251  $ 4,547  $ 3,784
                                            -------  -------  -------  -------


Average Number of Shares                    446,282  442,253  445,110  442,253
Per Share of Common Stock:
  Net Earnings                              $  3.35  $  2.83  $ 10.22  $  8.56
                                            -------  -------  -------  -------
  Dividends                                 $  1.00  $  0.88  $  3.00  $  2.64
                                            -------  -------  -------  -------
</TABLE>



See accompanyning notes to Consolidated Financial Statements(Unaudited)





                                       4
<PAGE>   5

                         GREENE COUNTY BANCSHARES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995


                                 (In thousands)
<TABLE>
<CAPTION> 
                                                                                        Net
                                                                                     Unrealized
                                                                                    Depreciation
                                                                                    on Available
                                          Common                      Retained        for sale
                                           Stock       Surplus        Earnings       Securities        Total
                                           -----       -------        --------       ----------        -----
 <S>                                      <C>            <C>          <C>              <C>           <C>
 January 1, 1995                          $4,424         $2,915       $30,442          $  (591)      $37,190


   Issuance of 5,009
       shares                                 50            801             -                -           851


   Net income                                  -              -         4,547                -         4,547

  Change in unrealized
   depreciation,                               -              -             -              583           583
       net of tax


   Dividends paid                              -              -        (1,336)               -        (1,336)
                                                                                                            
                                          ------         ------       -------          -------       -------


 September 30, 1995                       $4,474         $3,716       $33,653          $    (8)      $41,835
                                          ======         ======       =======          =======       =======
</TABLE>  





See accompanying notes to Condensed Consolidated Financial
  Statements(Unaudited).





                                       5
<PAGE>   6

                         GREENE COUNTY BANCSHARES, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED 9/30/95 AND 9/30/94

                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                              Nine Months Ended
                                                                                        Sept 30,           Sept 30,
                                                                                          1995               1994
                                                                                          ----               ----
 <S>                                                                                   <C>                  <C>
 NET CASH PROVIDED BY OPERATING ACTIVITIES:
   Net Income                                                                          $ 4,547              $ 3,784
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Provision for Loan Losses                                                           493                  277
       Provision for Depreciation & Amortization                                           500                  387
       Amortization of investment security
         discounts, net of accretion                                                       256                  828
       Increase in interest receivable                                                    (852)                (347)
       Decrease in unearned income                                                        (372)              (1,214)
       Increase in other assets                                                         (2,067)                (943)
       Increase in Accrued Interest Payable
         and other                                                                       3,069                8,384 
                                                                                       -------              -------
       Net cash provided by operating activities                                         5,574               11,156 
                                                                                       -------              -------


 CASH FLOWS FROM INVESTING ACTIVITIES:

       Net (increase) decrease of securities
         and federal funds                                                              (3,063)              12,341
       Net increase in loans                                                           (39,843)             (30,236)
       Proceeds (improvements) other real estate
         owned and other                                                                (1,751)               1,020
       Fixed assets additions                                                           (1,160)                (911)
                                                                                       -------              -------
       Net cash used by investing activities                                           (45,817)             (17,786)
                                                                                       -------              -------


 CASH FLOWS FROM FINANCING ACTIVITIES:
       Net increase in demand deposits, NOW,
         money market and savings accounts                                              37,484               16,629
       Cash dividends paid                                                              (1,336)              (1,168)
       Increase (decrease) in securities
         sold under agreements to repurchase                                               895               (1,680)
       Proceeds from issuances of common stock                                             851                   14 
                                                                                       -------              -------
       Net cash provided by financing activities                                        37,894               13,795 
                                                                                       -------              -------

 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (2,349)               7,165

 CASH AND CASH EQUIVALENTS AT JANUARY 1, 1995                                           15,086               11,020 
                                                                                       -------              -------


 CASH AND CASH EQUIVALENTS AT SEPTEMBER 30, 1995                                       $12,737              $18,185
                                                                                       =======              =======
</TABLE>

See accompanying notes to Condensed Consolidated Financial
   Statements(Unaudited)





                                       6
<PAGE>   7

                         GREENE COUNTY BANCSHARES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1-PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The consolidated financial statements include the accounts of Greene County
Bancshares, Inc. (the "Company") and its wholly owned subsidiaries, Greene
County Bank and American Fidelity Bank.  All material intercompany balances and
transactions have been eliminated in the consolidation.

SUMMARY OF ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements have been
prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.

In the opinion of management, the accompanying financial statements contain all
adjustments, consisting only of normal recurring accruals, necessary to
summarize fairly the consolidated financial position of the Company as of
September 30, 1995 and the results of operations, stockholders' equity and cash
flows for the periods presented.


2-ALLOWANCE FOR LOAN LOSSES

Transactions in the Allowance for Loan Losses were as follows:
<TABLE>
<CAPTION>
                                                           Nine Months
                                                              Ended
                                                          September 30,
                           (In thousands)            1995               1994
                           --------------            ----               ----
<S>                                                 <C>                <C>                    
Balance, January 1                                  $3,447             $2,962

Add(Deduct):
  Losses charged to allowance                         (436)            (1,067)
  Recoveries credited to allowance                     376                522
  Provision for loan losses                            493                277
                                                    ------             ------

Balance, September 30                               $3,880             $2,694
                                                    ======             ======
</TABLE>





                                       7
<PAGE>   8

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of financial condition
and results of operations of Greene County Bancshares, Inc. and Subsidiaries
(the "Company") for the nine month periods and  three month periods ended as of
September 30, 1995 and 1994 respectively.  The Company is not aware of any
recommendations by  the bank regulatory authorities which if implemented would
have a material effect on the issuer's liquidity, capital resources or
operations.


Earnings

Greene County Bancshares, Inc. earnings for the three months and nine months
ended September 30, 1995 were $1,496,000 and $4,547,000, respectively.  This
represents a 19.6 % and a 20.2% increase when compared to $1,251,000 and
$3,784,000 earnings for the respective periods in 1994.


Net Interest Income

The largest source of earnings for the Company is net interest income, which is
the difference between interest income on interest bearing assets and interest
paid on deposits and other interest-bearing liabilities.  The primary factors
which affect net interest income are changes in volume and yields of earning
assets and interest-bearing liabilities, and the ability to respond to changes
in interest rates through asset/liability management.  During the three and
nine months ended September 30, 1995, net interest income after provision for
loan losses, was $4,565,000 and $13,212,000, respectively, as compared to
$3,826,000 and $11,037,000 for the same periods in 1994, increases of 19.3% and
19.7%, respectively.  The increases are primarily attributable to an increase
in volume of earning assets and only small increases in the effective rates
paid on interest bearing deposits.

Loans produced the largest component of interest income, contributing
$7,106,000 and $19,902,000 for the three and nine months ended September 30,
1995, respectively, as compared to $5,032,000 and $13,832,000 for the same
periods in 1994, representing increases of 41.2% and 43.9%, respectively.  The
increases are attributable to both rate and volume increases of earning assets.

Earnings on securities and federal funds sold provided the balance of interest
income, producing $1,116,000 and $3,463,000 for the three and nine month
periods ended September 30, 1995, respectively, as compared to $1,031,000 and
$3,450,000 for the same periods in 1994.





                                       8
<PAGE>   9


Total interest expense for the Company increased 62.3% and 61.9% during the
three and nine month periods ended September 30, 1995, respectively, as
compared to the same periods in 1994.  Interest expense consisted primarily of
interest paid on deposits which totaled $3,475,000 and $9,660,000 during the
three and nine months ended September 30, 1995, respectively, as compared to
$2,132,000 and $5,968,000 for the same periods in 1994.  The cost of interest
bearing liabilities increased due to both rate and volume increases.

The deregulation of interest rates has given banks more opportunity to attract
deposits and has created a public which is more interest rate sensitive.  As a
result, banks are paying interest on a continually increasing portion of their
deposit base.  The Company's ability to maintain a favorable spread between
interest income and interest expense is a major factor in generating earnings;
therefore, it is necessary to effectively manage earning assets and interest-
bearing liabilities.  As the percentage of interest-bearing deposits compared
to total deposits increases and rates become more competitive, it becomes
increasingly more difficult to maintain the Company's spread.


Non-interest Income and Expense

Income that is not related to interest-bearing assets, consisting primarily of
service charges, commissions and fees, has become more important as increases
in levels of interest-bearing deposits make it more difficult to maintain net
interest income spreads.

Total other income for the three and nine month periods ended September 30,
1995 was $620,000 and $2,094,000, respectively, as compared to $548,000 and
$1,554,000 for the same periods in 1994. The increases of 13.1% and 34.8%
resulted in part from an increase in service charges on deposit accounts and
commissions earned.

Control of operating expenses is also an important aspect in managing net
income.  Operating expenses include personnel, occupancy, and other expenses
such as data processing, printing and supplies, legal and professional fees,
postage, Federal Deposit Insurance Corporation ("FDIC") assessment, etc..
Total other operating expenses were $2,429,000 and $7,310,000 for the three and
nine month periods ended September 30, 1995, respectively, as compared to
$2,037,000 and $5,977,000 for the same periods in 1994.  Personnel costs are
the primary element of the Company's other operating expenses.  During the
three and nine months ended September 30, 1995 salaries and benefits
represented $1,632,000 and $4,396,000 of other operating expenses,
respectively.  This was an increase of $437,000 and  $1,000,000 or 36.6% and
29.4% over the same periods in 1994.  These increases were due to opening new
branches requiring increased staff levels, and increased employee benefit
costs, including health insurance and pension costs.





                                       9
<PAGE>   10


Other operating expenses during the three and nine month periods ended
September 30, 1995 were $1,124,000 and $3,600,000, a decrease of $18,000 and an
increase of $400,000, respectively, from the same periods in 1994.


Loans

At September 30, 1995, loans, net of unearned income and allowance for loan
losses, were $281.1 million compared to $241.3 million for the same period in
1994. This increase is primarily due to increases in commercial lending.
Nonaccrual Loans increased by $236,382 during the nine months period ended
September 30, 1995. This change is deemed to be immaterial by management.


Provision and Allowance for Loan Losses

Because the loan portfolio represents the Company's largest earning asset, the
Company continually monitors the quality of its loan portfolio.  Greene County
Bancshares, Inc. operates in a diverse economy of manufacturing and agriculture
and, accordingly, most loans are made to commercial enterprises or consumers
who are directly supported by these enterprises.  During the three and nine
months period ended September 30, 1995, Greene County Bancshares, Inc. charged-
off $173,000 and $436,000 in loans, and recovered $90,000 and $376,000 in
charged-off loans, respectively.  All loans identified by management or
regulatory authorities as losses are charged-off against the allowance for loan
losses.  All other loans classified for regulatory purposes do not require
disclosure since in management's opinion they do not (i) represent or result
from trends or uncertainties which management expects to materially impact
future operating results, liquidity or capital resources, or (ii) represent
material credits  which cause management to have serious doubts as to the
ability of such borrowers to comply with the loan repayment terms.  The
Company's allowance for loan losses increased to $3,880,000 at September 30,
1995 from $2,694,000 for the same period in 1994.  This increase is due to an
overall increase in the total loan portfolio.


Investments

The Company maintains an investment portfolio to provide liquidity and
earnings.  Investments at September 30, 1995 with a carrying value of $67.5
million had a market value of $67.8 million.  During the same period in 1994,
investments totaled $76.4 million with a market value of $76.4 million.  This
decrease was used to fund increases in the loan portfolio.





                                       10
<PAGE>   11

In 1993, the Financial Accounting Standards Board ("FASB") issued Statement
Financial Accounting Standards No. 115 (SFAS 115), "Accounting for Certain
Investments in Debt and Equity Securities."  SFAS 115 requires that investments
in certain debt and equity securities be classified as either Held to Maturity
(reported at amortized cost), Trading (reporting at fair value with unrealized
gains and losses included in earnings), or Available for Sale (reported at fair
value with unrealized gains and losses excluded from earnings and reported as a
separate component of stockholders' equity).  SFAS 115 was required to be
implemented for fiscal years beginning after December 15, 1993.  Management
adopted SFAS 115 on January 1, 1994 and currently classifies a portion of the
portfolio as available for sale.


Deposits

The funds to support the Company's asset growth have been provided by increased
deposits, which amounted to $335.6 million at September 30, 1995.  This
represents a 18.2% increase from the deposits at September 30, 1994 of $283.9
million.  The increase is primarily the result of Greene County Bancshares,
Inc. aggressive efforts to attract new time deposit customers, along with the
opening of new branches.



Stockholders' Equity and Capital Adequacy

Sufficient levels of capital are necessary to sustain growth and absorb losses.
The Company exceeds all regulatory capital requirements.  The Company's primary
source of new capital is undivided profits.

The Federal Reserve Board, the FDIC and other agencies which regulate financial
institutions have adopted capital adequacy standards applicable to financial
institutions.  These standards are intended to reflect the degree of risk
associated with both on and off balance sheet items and to assure that even
those institutions that invest predominately in low risk assets, maintain a
certain minimum level of capital.  The following table provides the Company's
best collective understanding of the regulatory capital requirements as
currently published.  These understandings are based upon regulations,
guidelines and interpretations now in effect or proposed, all of which are
subject to change.





                                       11
<PAGE>   12




<TABLE>
<CAPTION>
                                                                                         Capital Ratio's at
                                                                                          September 30, 1995
                                                                                   Required
                                                                                    Minimum                Company's
                                                                                      Ratio                    Ratio
  <S>                                                                                <C>                     <C>
  Tier 1 risk-based capital                                                          4.00%                   14.86%
  Total risk-based capital                                                           8.00%                   16.24%
  Leverage Ratio                                                                     3.00%                   10.75%
</TABLE>

The Company believes it was in compliance with all minimum regulatory capital
guidelines at September 30, 1995 and continues to be so.


Liquidity and Growth

Liquidity refers to the ability of the Company to generate sufficient funds to
meet its financial obligations and commitments without significantly impacting
net interest income.  One of the Company's objectives is to maintain a high
level of liquidity, and this goal continues to be met.  Maintaining liquidity
ensures that funds will be available for reserve requirements, customer demand
for loans, withdrawal of deposit balances and maturities of other deposits and
liabilities.  These obligations can be met by existing cash reserves of funds
from maturing loans and investments, but in the normal course of business are
met by deposit growth.  Increased deposits and retained earnings are also the
sources for the Company's continued growth of liquidity.


During the nine month period ended September 30, 1995, operating activities of
the Company provided $5,574,000 of cash flow.  Net income of $4,547,000,
adjusted for non-cash operating activities, provided the majority of cash
generated from operations.

Investing activities, predominantly lending, used $48,704,000 of the Company's
cash flow. This resulted in a $3,063,000 net increase in the investment
portfolio whereas loans originated, net of principal collected, used
$39,843,000 in funds.

Net cash inflows of $37,894,000 were provided by financing activities.  Net
deposit growth accounted for $37,484,000 of the increase, along with an
increase in securities sold under agreements to repurchase of $895,000, and the
sale of common stock of $851,000.  Offsetting this increase were the cash
dividends paid to shareholders of $1,336,000.





                                       12
<PAGE>   13

The Company's liquid assets include investment securities, federal funds sold,
and cash and due from banks.  These assets represented 26.7% of total deposits
at September 30, 1995, a decrease from 33.3% at September 30, 1994.


Interest Sensitivity

Deregulation of interest rates and short-term, interest-bearing deposits which
are more volatile have created a need for shorter maturities of earnings
assets.  An increasing percentage of commercial and installment loans are being
made with variable rates or shorter maturities to increase liquidity and
interest rate sensitivity.  The difference between interest sensitive asset and
interest sensitive liability repricing within time periods is referred to as
the interest rate sensitivity gap.  Gaps are identified as either positive
(interest sensitive assets in excess of interest sensitive liabilities) or
negative (interest sensitive liabilities in excess of interest sensitive
assets).  The Company monitors its interest rate sensitivity gap on a monthly
basis to maintain a positive position.





                                       13
<PAGE>   14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company and its subsidiaries are involved in various claims and
         legal actions arising in the ordinary course of business.  In the
         opinion of management, the ultimate disposition of these matters will
         not have a material adverse effect on the Company's Consolidated
         Financial Position or Results of Operations.


Item 2.  Changes in Securities

         None.


Item 3.  Defaults upon Senior Securities

         None.


Item 4.  Submission of matters to a vote of security holders.

         None



Item 5.  Other information

         None.


Item 6.   Exhibits and Reports on Form 8-K

         (a) Exhibits

         Exhibit No.            Description
         ----------             -----------
             27                 Financial Data Schedule (for Sec Use Only)

         (b) None.





                                       14
<PAGE>   15


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf the
undersigned thereunto duly authorized.



                                         Greene County Bancshares, Inc.
                                         ------------------------------
                                                      Registrant



Date: November 13, 1995                  /s/ R. Stan Puckett            
      -----------------                  ------------------------------
                                         R. Stan Puckett
                                         President and CEO



Date: November 13, 1995                  /s/ Alex Johnson                 
      -----------------                  -------------------------------
                                         Alex Johnson, Sr.Vice President
                                         Chief Financial and Accounting
                                         Officer






                                       15