<PAGE>   1

    As filed with the Securities and Exchange Commission on April 29, 1998.
                                                      Registration No. 333-_____
================================================================================
                                                                                
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                            --------------------
                                    FORM S-3
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                            --------------------
                               TCA CABLE TV, INC.
             (Exact name of registrant as specified in its charter)

             Texas                                75-1798185
  (State or other jurisdiction of     (I.R.S. employer identification number)
  incorporation or organization)


                               3015 SSE Loop 323
                               Tyler, Texas 75701
                                 (903) 595-3701
         (Address and telephone number of principal executive offices)

                            --------------------

                                    COPY TO:

          FRED R. NICHOLS                             JAMES S. RYAN, III
         3015 SSE Loop 323                           Jackson Walker L.L.P.
      Tyler, Texas 75713-0489                          901 Main Street
           (903) 595-3701                                 Suite 6000
 (Name and address and Telephone number,              Dallas, Texas  75202
including area code, of agent for service)

   Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration Statement.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                                                       
<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                                    Proposed                           
                 Title of                        Amount              Maximum         Proposed Maximum       Amount of
                Securities                        to be           Offering Price        Aggregate         Registration
             to be Registered                  Registered         Per Share (1)       Offering Price (1)     Fee (1)
-----------------------------------------------------------------------------------------------------------------------
 <S>                                        <C>                      <C>               <C>                 <C>
 Common Stock, $.10 par value               3,807,294 shares         $60.0625          $228,675,596.00     $67,460.00
 (including the related preferred      
 share purchase rights)  . . . . . . . . 
=======================================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee.  
     Pursuant to Rule 457(c), the offering price and registration fee are based
     on a price of $60.0625 per share, which price is an average of the high 
     and low prices of the Common Stock on the Nasdaq National Market System on 
     April 27, 1998.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>   2



PROSPECTUS

                               TCA CABLE TV, INC.

                        3,807,294 SHARES OF COMMON STOCK

         This Prospectus relates to the offer and sale of up to 3,807,294
shares (the "Shares") of common stock, par value $0.10 per share (the "Common
Stock") of TCA Cable TV, Inc. (the "Company") by Kanaly Trust Company, acting
in its capacity as the Independent Executor of the Estate of Robert M. Rogers,
Deceased (the "Estate"), and in its capacity as sole Trustee of Rogers Property
Trust (collectively, the "Selling Shareholders").

         The Common Stock is quoted under the symbol "TCAT" on the Nasdaq
National Market System.  The Shares may be sold from time to time by the Selling
Shareholders directly to purchasers, through agents, or through one or more
brokers or dealers at prices to be determined at the time of sale.

         The specific number of shares to be sold, purchase price paid, and
agent, broker or dealer, if any, involved in connection with a sale of Shares
under this Prospectus will be set forth in a supplement to this Prospectus.

         Upon any sale of the Common Stock offered hereby, the Selling
Shareholders and participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.  See "Plan of
Distribution." The Company will not receive any of the proceeds from the sales
by the Selling Shareholders.

         The Selling Shareholders have engaged Donaldson, Lufkin & Jenrette
Securities Corporation to act as their exclusive financial advisor and as
exclusive placement agent for sales of the Shares.  See "Plan of Distribution."
The Selling Shareholders will pay all expenses of this Offering.





                The date of this Prospectus is April ___, 1998.

                             --------------------


         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>   3
         CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS AND
THE IMPOSITION OF PENALTY BIDS.





                                       2
<PAGE>   4
                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").  Such reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; at the Commission's Chicago Regional office located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661- 2511; and at the Commission's New York Regional office located
at 7 World Trade Center, Room 1300, New York, New York 10048.  Copies of such
material may also be obtained at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549.  Additionally, the Commission maintains a website
(http://www.sec.gov) that contains reports, proxy statements and information
statements and other information regarding registrants that file electronically
with the Commission.  The Common Stock is listed on the Nasdaq National Market 
System.

         The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form S-3 (the "Registration Statement") in connection
with the offer and sale of the Common Stock offered hereby under the Securities
Act.  This Prospectus does not contain all of the information set forth or
incorporated by reference in the Registration Statement and the exhibits
thereto.  For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the exhibits
thereto.  Copies of the Registration Statement are available from the
Commission.  Statements contained in this Prospectus concerning the provisions
of documents filed with the Registration Statement are necessarily summaries of
such documents, and each statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission.

         The Company's principal executive offices are located at 3015 SSE Loop
323, Tyler, Texas 75701 and its telephone number is (903) 595-3701.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:

         (a)     Annual Report of the Company on Form 10-K for the year ended
                 October 31, 1997 (the "Annual Report");

         (b)     Quarterly Report of the Company on Form 10-Q for the quarter
                 ended January 31, 1998;

         (c)     Current Reports of the Company on Form 8-K dated January 22,
                 1998 and April 2, 1998;

         (d)     Description of the Common Stock contained in the Company's
                 Registration Statement on Form S-1 (No. 2-075516) and
                 Registration Statement on Form 8-A (No. 2-88892), effective as
                 of March 17, 1984; and

         (e)     Description of Preferred Share Purchase Rights contained in
                 the Company's Registration Statement on Form 8-A filed with
                 the Commission on January 22, 1998.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies





                                       3
<PAGE>   5
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

         The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests for such documents should be
directed to Jimmie F. Taylor, TCA Cable TV, Inc., 3015 SSE Loop 323, Tyler,
Texas 75701, telephone number (903) 595-3701.


                                  THE COMPANY

         TCA Cable TV, Inc. (the "Company") is engaged in the development,
operation and management of cable television systems.  As of March 31, 1998,
based on number of subscribers, the Company is the sixteenth largest cable
television operator in the United States, serving approximately 870,000
subscribers through 62 cable television systems with approximately 1,000,000
homes passed.  Over 90% of the Company's subscribers are located in regional
clusters, primarily in Texas, Louisiana and Arkansas.  The Company also
operates clusters in Oklahoma and has one system in each of Idaho, Mississippi
and New Mexico.  The Company intends to continue to concentrate its activities
in these and similar non-urban markets where residents rely on cable television
to provide quality reception and services, referred to by the Company as
"classic cable markets."  In addition, through its wholly owned subsidiary, VPI
Communications, Inc., d/b/a CableTime ("CableTime"), the Company is the largest
third party turnkey advertising insertion provider serving the cable television
industry in the United States.


                              SELLING SHAREHOLDERS

         This Prospectus covers the offer and sale of Shares (i) by
Kanaly Trust Company, a Texas trust company (the "Executor"), as Independent
Executor of, and on behalf of, the Estate of Robert M. Rogers, Deceased,
pursuant to letters testamentary issued in accordance with the terms and
conditions of the Last Will and Testament of Robert M.  Rogers and (ii) owned
by the Rogers Property Trust (the "Trust").  Robert M. Rogers was the founder,
Chairman of the Board, director and largest shareholder of the Company prior to
his death on September 18, 1997.  The Trust was established by Mr. Rogers and
his wife prior to his death.  Neither the Selling Shareholders nor any of the
officers of the Executor has had any position, office or other material
relationship with the Company or any of its affiliates within the past three
years from the date of this Prospectus.

         The table below sets forth information concerning Common Stock owned
by the Selling Shareholder:

<TABLE>
<CAPTION>
                                  Ownership of Common       Common Stock Offered     Amount and Percentage of
             Name               Stock Prior to Offering   for Selling Shareholder    Class after Offering(1)
 ---------------------------    -----------------------   -----------------------    ------------------------
 <S>                           <C>                       <C>                        <C>
 Estate of Robert M. Rogers,           3,707,294                 3,707,294                      -
 Deceased
 Rogers Property Trust                  100,000                   100,000                       -
</TABLE>

--------------

(1)      Based on 24,937,096 shares of Common Stock outstanding on April 21,
         1998.


                                USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the Common
Stock hereby.





                                       4
<PAGE>   6
                              PLAN OF DISTRIBUTION

         The Shares offered hereby may be offered for sale directly by the
Selling Shareholders through agents or through one or more broker dealers.  The
price of the Shares offered hereby will be determined at the time of sale.
Donaldson Lufkin & Jenrette Securities Corporation ("Placement Agent") has been
retained to act as exclusive financial advisor and exclusive placement agent
for the Selling Shareholders in arranging sales of the Shares.

         The Selling Shareholders and the Company have agreed to indemnify the 
Placement Agent against certain liabilities, including liabilities under the
Securities Act.

         The Selling Shareholders will pay the registration fees, printing
expenses, accounting fees, underwriting discounts or commissions, brokers'
fees, the fees and expenses of any counsel to the Selling Shareholders and the
Company related thereto and any other expenses of the Offering.

                                 LEGAL MATTERS

         Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Jackson Walker L.L.P., 901 Main
Street, Suite 6000, Dallas, Texas 75202.

                                    EXPERTS

         The consolidated balance sheets as of October 31, 1997 and 1996, and
the consolidated statements of operations, changes in shareholders' equity, and
cash flows for each of the three years in the period ended October 31, 1997,
appearing in the Company's Annual Report on Form 10-K, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.





                                       5
<PAGE>   7

                   ----------------------------------------

No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given or
made, such information or representations must not be relied upon.  This
Prospectus does not constitute an offer to sell or a solicitation to buy any
securities other than registered securities to which it relates, or an offer to
or a solicitation of any person in any jurisdiction where such offer or
solicitation would be unlawful.  The delivery of this Prospectus at any time
does not imply that the information herein is correct as of any time subsequent
to its date.




                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                              Page
                                              ----
<S>                                            <C>
Available Information . . . . . . . . . . . .  2
Incorporation by Reference  . . . . . . . . .  2
Selling Shareholder . . . . . . . . . . . . .  3
Use of Proceeds . . . . . . . . . . . . . . .  3
Plan of Distribution  . . . . . . . . . . . .  3
Legal Matters . . . . . . . . . . . . . . . .  4
Experts . . . . . . . . . . . . . . . . . . .  4
</TABLE>

                   ----------------------------------------


                   ----------------------------------------


                               3,807,294 Shares

                                 Common Stock




                              TCA CABLE TV, INC.





                                 April 29, 1998



                   ----------------------------------------

<PAGE>   8
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The estimated expenses to be incurred in connection with the issuance
and distribution of the Common Stock covered by this Registration Statement
that will be paid by the Company, are as follows:

<TABLE>
                 <S>                                                                 <C>
                 Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . .  $      0
                 Printer Expenses . . . . . . . . . . . . . . . . . . . . . . . . .         0
                 Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . .         0
                 Legal Fees and Expenses  . . . . . . . . . . . . . . . . . . . . .         0
                 Miscellaneous      . . . . . . . . . . . . . . . . . . . . . . . .         0

                 Total  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      0
</TABLE>

                 * The Selling Shareholders have agreed to reimburse the
                   Company for expenses incurred by it in connection with this
                   Registration Statement.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Texas corporation and The Texas Business Corporation
Act ("TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.

         Reference is made to Article IX and Article VII, Section 8 of the
Company's Articles of Incorporation and Bylaws, respectively, which provide for
indemnification of officers and directors except as to certain circumstances
and except as provided by applicable law.

         Additionally, Article XIII of the Company's Articles of Incorporation
limits the liability of directors of the Company to the Company or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the TBCA.  The effect of such
Article XIII (based on the TBCA as of the date of this Prospectus) is that the
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for a transaction
from which a director received an improper benefit whether or not the benefit
resulted from an action taken within the scope of the director's office, or
(iv) for an act related to an unlawful stock repurchase or payment of a
dividend.

         Additionally, the Directors and Officers of the Company are covered
under a directors' and officers' liability insurance policy.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.





                                      II-1
<PAGE>   9
ITEM 16.  EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.

Exhibit No.      Exhibit

1        Form of Placement Agent Agreement.**

2        None.

4(a)     Articles of Incorporation of the Registrant.(1)

4(b)     Articles of Amendment to Articles of Incorporation of the
         Registrant.(2)

4(c)     Articles of Amendment to Articles of Incorporation of the
         Registrant.(2)

4(d)     Articles of Amendment to Articles of Incorporation of the
         Registrant.(3)

4(e)     Amended and Restated Bylaws of the Registrant.(4)

4(f)     Form of Stock Certificate.(1)

4(g)     Rights Agreement, dated January 15, 1998, between the Registrant and
         ChaseMellon Shareholder Services, L.L.C., which includes the
         Certificate of Designations for the Series A Junior Participating
         Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit
         B and the Summary of Rights to Purchase Shares as Exhibit C .(5)

5        Opinion of Jackson Walker L.L.P *

8        None.

12       None.

15       None.

23(a)    Consent of Coopers & Lybrand L.L.P.*

23(b)    Consent of Jackson Walker L.L.P. (included in its opinion filed as
         Exhibit 5 to this Registration Statement).*

24       Power of Attorney (appearing on page II-5 of this Registration
         Statement).*

25       None.

26       None.

27       None.


------------

*        Filed herewith.

**       To be filed by amendment.

(1)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-1, File No. 2-76516, filed with the Securities and
         Exchange Commission (the "Commission") on March 16, 1982 and
         incorporated herein by reference.

(2)      Previously filed as an exhibit to the Registrant's Registration
         Statement on Form S-8, File No. 33-21901 filed with the Commission on
         May 16, 1988, and incorporated herein by reference.

(3)      Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
         fiscal year ended October 31, 1993, filed with the Commission on
         January 27, 1994 and incorporated herein by reference.

(4)      Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
         fiscal year ended October 31, 1997, filed with the Commission on
         January 27, 1998 and incorporated herein by reference.





                                      II-2
<PAGE>   10
(5)      Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
         001-11478 filed with the Commission on January 22, 1998 and
         incorporated herein by reference.

ITEM 17.  UNDERTAKINGS.

         (a)     The undersigned registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                          (i)     To include any prospectus required by section
                 10(a)(3) of the Securities Act;

                          (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.  Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed that
                 which was registered) and any deviation from the low or high
                 end of the estimated maximum offering range may be reflected
                 in the form of a prospectus filed with the Commission pursuant
                 to Rule 424(b) (Section  230.424(b)) if, in the aggregate, the
                 changes in volume and price represent no more than a 20%
                 change in the maximum aggregate offering price set forth in
                 the "Calculation of Registration Fee" table in the effective
                 registration statement; and

                          (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) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post- effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.





                                      II-3
<PAGE>   11
                                   SIGNATURES



         Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tyler, State of Texas on the 29th day of April,
1998.

                                  TCA CABLE TV, INC.



                                  By: /s/ Fred R. Nichols                     
                                      -----------------------------------------
                                      Fred R. Nichols, Chief Executive Officer, 
                                      Chairman of the Board and President
                                      (Principal Executive Officer)


                               POWER OF ATTORNEY

         Each person whose signature appears below authorizes Fred R. Nichols
and Jimmie F. Taylor, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments to this Registration
Statement necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Commission, in respect thereof, in connection with the registration of
the securities which are the subject of this Registration Statement, which
amendments may make such changes in such Registration Statement as such
attorney may deem appropriate.





                                      II-4
<PAGE>   12
         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

 Signature                            Title                                             Date
 ---------                            -----                                             ----
 <S>                                  <C>                                              <C>
 /s/ Fred R. Nichols                  Chairman of the Board, Chief                      April 29, 1998
 ----------------------------------   Executive Office and President                                  
 Fred R. Nichols                      (Principal Executive Officer)                                   
                                                                                                      
                                                                                                      
                                                                                                      
 /s/ Jimmie F. Taylor                 Vice President, Chief Financial                   April 29, 1998
 ----------------------------------   Officer and Treasurer                                           
 Jimmie F. Taylor                     (Principal Accounting and Financial Officer)                    
                                                                                                      
 /s/ Fred W. Smith                                                                                    
 ----------------------------------   Director                                          April 29, 1998
 Fred W. Smith                                                                                        
                                                                                                      
                                                                                                      
 /s/ Wayne J. McKinney                                                                                
 ----------------------------------   Director                                          April 29, 1998
 Wayne J. McKinney                                                                                    
                                                                                                      
                                                                                                      
 /s/ Ben R. Fisch, M.D.                                                                               
 ----------------------------------   Director                                          April 29, 1998
 Ben R. Fisch, M.D.                                                                                   
                                                                                                      
                                                                                                      
 /s/ Randall K. Rogers                                                                                
 ----------------------------------   Director                                          April 29, 1998
 Randall K. Rogers                                                                                    
                                                                                                      
 /s/ A. W. Riter, Jr.                                                                                 
 ----------------------------------   Director                                          April 29, 1998
 A. W. Riter, Jr.                                                                                     
                                                                                                      
                                                                                                      
 /s/ James F. Ackerman                                                                                
 ----------------------------------   Director                                          April 29, 1998
 James F. Ackerman                                                                                    
                                                                                                      
                                                                                                      
 /s/ Darrell Campbell                                                                                 
 ----------------------------------   Director                                          April 29, 1998
 Darrell Campbell                                                                                     
                                                                                                      
                                                                                                      
 /s/ Robert B. Holland, III                                                                           
 ----------------------------------   Director                                          April 29, 1998
 Robert B. Holland, III                                                                               
                                                                                                      
 /s/ Michael Shannon                                                                                  
 ----------------------------------   Director                                          April 29, 1998
 Michael Shannon
</TABLE>





                                      II-5
<PAGE>   13
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit No.      Exhibit
-----------      -------
<S>              <C>
1                Form of Placement Agent Agreement.**

2                None.

4(a)             Articles of Incorporation of the Registrant.(1)

4(b)             Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4(c)             Articles of Amendment to Articles of Incorporation of the Registrant.(2)

4(d)             Articles of Amendment to Articles of Incorporation of the Registrant.(3)

4(e)             Amended and Restated Bylaws of the Registrant.(4)

4(f)             Form of Stock Certificate.(1)

4(g)             Rights Agreement, dated January 15, 1998, between the Registrant and ChaseMellon Shareholder Services,
                 L.L.C., which includes the Certificate of Designations for the Series A Junior Participating Preferred
                 Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase
                 Shares as Exhibit C .(5)

5                Opinion of Jackson Walker L.L.P *

8                None.

12               None.

15               None.

23(a)            Consent of Coopers & Lybrand L.L.P.*

23(b)            Consent of Jackson Walker L.L.P. (included in its opinion filed as Exhibit 5 to this Registration
                 Statement).*

24               Power of Attorney (appearing on page II-5 of this Registration Statement).*

25               None.

26               None.

27               None.
</TABLE>

--------------

*                Filed herewith.

**               To be filed by amendment.

(1)              Previously filed as an exhibit to the Registrant's
                 Registration Statement on Form S-1, File No. 2- 76516, filed
                 with the Securities and Exchange Commission (the "Commission")
                 on March 16, 1982 and incorporated herein by reference.

(2)              Previously filed as an exhibit to the Registrant's
                 Registration Statement on Form S-8, File No. 33- 21901 filed
                 with the Commission on May 16, 1988, and incorporated herein
                 by reference.

(3)              Previously filed as Exhibit 3(d) to the Registrant's Form 10-K
                 for the fiscal year ended October 31, 1993, filed with the
                 Commission on January 27, 1994 and incorporated herein by
                 reference.

(4)              Previously filed as Exhibit 3.5 to the Registrant's Form 10-K
                 for the fiscal year ended October 31, 1997, filed with the
                 Commission on January 27, 1998 and incorporated herein by
                 reference.

(5)              Previously filed as Exhibit 1 to the Registrant's Form 8-K,
                 File No. 001-11478 filed with the Commission on January 22,
                 1998 and incorporated herein by reference.