<PAGE>   1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM 10-K

(Mark One)
  [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 
(FEE REQUIRED) 
For the fiscal year ended             December 31, 1995
                         ------------------------------------------------------
                                     OR
  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 
(NO FEE REQUIRED) 
For the transition period from                      to 
                              ---------------------    -------------------------

Commission file number                   0-15956
                       ---------------------------------------------------------

                         Bank of Granite Corporation
--------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

         North Carolina                                  56-1550545      
--------------------------------------      ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
P.O. Box 128, Granite Falls, N.C.                          28630        
--------------------------------------      ------------------------------------
(Address of principal executive             (Zip Code)
           offices)

Registrant's telephone number, including area code  (704) 496-2000
                                                   -----------------------------

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


     Title of each class            Name of each exchange on which registered

        Common Stock                                   NASDAQ          
 --------------------------         -------------------------------------------

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

                        Common Stock, $1.00 par value
           ------------------------------------------------------
                              (Title of class)

  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 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]

  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
                                               ---    ---

  The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 07, 1996 was $176,568,858.

  As of March 11, 1996, the Registrant had outstanding 5,985,385 shares of
Common Stock, $1.00 par value.

                      Documents Incorporated by Reference

  PARTS I AND II:  Annual Report to Shareholders for the fiscal year ended
December 31, 1995 (with the exception of those portions which are specifically
incorporated by reference in this Form 10-K, the Annual Report to Shareholders
is not deemed to be filed as part of this report).

  PART III:  Definitive Proxy Statement dated March 14, 1996 as filed pursuant
to Section 14 of the Securities Exchange Act of 1934 in connection with the
1996 Annual Meeting of Shareholders.
<PAGE>   2


                       FORM 10-K CROSS-REFERENCE INDEX

<TABLE>
<CAPTION>
                                                                                 ANNUAL              PROXY  
                                                                                 REPORT              REPORT 
                                                                                  1995                1996  
         PART I                                                                   PAGE                PAGE  

<S>      <C>                                                                       <C>        <C>
Item 1   Business
         Executive Officers of the Registrant                                      None
Item 2   Properties                                                                None
Item 3   Legal Proceedings                                                         None
Item 4   Submission of Matters to a Vote of Security Holders                       None

         PART II

Item 5   Market for the Registrant's Common Equity and Related
         Shareholder Matters                                                     2 & 18                I- 3
Item 6   Selected Financial Data                                                     14       
Item 7   Management's Discussion and Analysis of Financial                                    
         Condition and Results of Operation                                                   II- 1 - II-11
Item 8   Financial Statements and Supplementary Data                                          II-12 - II-34
Item 9   Changes in and Disagreements with Accountants on                                     
         Accounting and Financial Disclosure                                       None       
                                                                                              
         PART III                                                                             
                                                                                              
Item 10  Directors and Executive Officers of the Registrant                                            I- 7
Item 11  Executive Compensation                                                                I- 8 -  I-12
Item 12  Security Ownership of Certain Beneficial Owners and                                  
         Management                                                                            I- 3 &  I- 7
Item 13  Certain Relationships and Related Transactions                                                I-15
                                                                                              
         PART IV                                                                              
                                                                                              
Item 14  Exhibits, Financial Statement Schedules and Reports                                  
         on Forms 8-K                                                                         II-12 - II-34
                                                                                                               
</TABLE>
<PAGE>   3

                                     PART I

ITEM 1-BUSINESS

Bank of Granite Corporation (the "Registrant") is a Delaware Corporation
organized June 1, 1987 as a holding company.  The Registrant currently engages
in no operations other than the ownership and operation of Bank of Granite (the
"Bank"), a state bank chartered under the laws of North Carolina in 1906.  The
Registrant conducts its business from ten banking offices located in Caldwell,
Catawba, and Burke counties in North Carolina.  As of December 31, 1995, the
Bank was the ninth largest bank in North Carolina.

GENERAL BUSINESS

The Bank's principal activities include the taking of demand and time deposits
and the making of loans, secured and unsecured, to individuals, associations,
partnerships, and corporations.  Bank of Granite is an independent community
bank.  The majority of its customers are individuals and small businesses.  No
material part of its business is dependent upon a single customer or a few
customers whose loss would have an adverse effect on the business of the Bank.
No material portion of the business of the Bank is seasonal.

TERRITORY SERVED AND COMPETITION

The Bank now operates banking offices in Granite Falls, Lenoir, and the
Hibriten and Whitnel sections of Lenoir, Hudson, Newton, Morganton, Hickory,
and the Springs Road and Viewmont sections of Hickory for a total of ten
offices.  Banking laws of North Carolina allow statewide branching, resulting
in commercial banking in the state being extremely competitive.  

There are six other commercial banks located in the Bank's service area
in Caldwell County and one credit union.  The most recent FDIC figures
available indicate that Bank of Granite has funds on deposit amounting to 23%
of the total commercial bank deposits in Caldwell County as of June 30, 1995.

There are seven other commercial banks and eight credit unions located in the
Bank's service area in Catawba County.  The most recent FDIC figures available
show that Bank of Granite's deposits comprise 13% of the total commercial bank
deposits in Catawba County as of June 30, 1995.

On July 10, 1989 Bank of Granite opened a full service office in Morganton.
Competing in the same service area are five other commercial banks, five credit
unions, and one savings and loan bank.  The most recent FDIC figures available
show that Bank of Granite's deposits comprise 4% of the total commercial bank
deposits in Burke County as of June 30, 1995.

EMPLOYEES

As of December 31, 1995, Bank of Granite had 171 full-time equivalent
employees.  The Registrant considers its relationship with its employees to be
excellent.





                                       1
<PAGE>   4

SUPERVISION AND REGULATION

The following summaries of statutes and regulations affecting bank holding
companies and banks do not purport to be complete.  Such summaries are
qualified in their entirety by reference to such statutes and regulations.

The Bank Holding Company Act

The Registrant is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended (the "Bank Holding Company Act"), and is
required to register as such with the Board of Governors of the Federal Reserve
System (the "Federal Reserve Board").

A bank holding company is required to file with the Federal Reserve Board
annual reports and other information regarding its business operations and
those of its subsidiaries.  It is also subject to examination by the Federal
Reserve Board and is required to obtain Federal Reserve Board approval prior to
acquiring, directly or indirectly, more than 5% of the voting stock of such
bank, unless it already owns a majority of the voting stock of such bank.
Furthermore, a bank holding company is, with limited exceptions, prohibited
from acquiring direct or indirect ownership or control of any voting stock of
any company which is not a bank or a bank holding company, and must engage only
in the business of banking or managing or controlling banks or furnishing
services to or performing services for its subsidiary banks.  One of the
exceptions to this prohibition is the ownership of shares of a company the
activities of which the Federal Reserve Board has determined to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto.

A bank holding company and its subsidiaries are also prohibited from acquiring
any voting share of, or interest in, any banks located outside of the state in
which the operations of the bank holding company's subsidiaries are located,
unless the acquisition is specifically authorized by the statutes of the state
in which the target is located.  Certain southeastern states and
municipalities, including North Carolina, have enacted legislation which
authorizes interstate acquisitions of banking organizations by bank holding
companies within the southeast, subject to certain conditions and restrictions.
At the present time, the following states and municipality have enacted
reciprocal legislation:  Alabama, Arkansas, Florida, Georgia, Kentucky,
Louisiana, Maryland, Mississippi, North Carolina, South Carolina, Tennessee,
Texas, Virginia, West Virginia, and Washington, D. C.  As a result of such
legislation, the Registrant may become an acquisition target of banking
organizations located in those states or municipality which have enacted
reciprocal legislation.  Moreover, the ability of the Company to compete in its
service area may be adversely affected by the entry of additional large bank
holding companies into the area.

A bank holding company and its subsidiaries are prohibited from engaging in
certain tie-in arrangements in connection with the extension of credit or
provision of any property or service.  Thus, an affiliate of a bank holding
company may not extend credit, lease, sell property or furnish any services or
fix or vary the consideration for such on the condition that (I) the customer
must obtain or provide some additional credit, property or services from or to
its bank holding company subsidiaries thereof, or (ii) the customer may not
obtain some other credit, property or services from a competitor, except to the
extent reasonable conditions are imposed to assure the soundness of the credit
extended.





                                       2
<PAGE>   5


The Federal Reserve Board has cease-and-desist powers over parent bank holding
companies and non-banking subsidiaries where their action would constitute a
serious threat to the safety, soundness or stability of a subsidiary bank.

While the Registrant is not presently subject to any regulatory restrictions on
dividends, the Registrant's ability to pay dividends will depend to a large
extent on the amount of dividends paid by the Bank and any other subsequently
acquired entities.  The Bank, as a North Carolina banking corporation, may pay
dividends only out of undivided profits as determined pursuant to North
Carolina General Statutes Section 53-87.  As of December 31, 1995, the Bank had
undivided profits of approximately $60.0 million.  Additionally, current
federal regulations require that the Bank maintain a ratio of total capital to
assets, as defined by regulatory authorities, in excess of 6%.  As of December
31, 1995 this ratio was 15.74%, leaving approximately $32.7 million of the
Bank's undivided profits available for the payment of dividends.  The Bank is,
and such other entities may be, subject to regulatory restrictions on the
payment of dividends.

In an effort to achieve a measurement of capital adequacy that is more
sensitive to the individual risk profiles of financial institutions, the
various financial institution regulators mandate minimum capital regulations
and guidelines that categorize various components of capital and types of
assets and measure capital adequacy in relation to a particular institution's
relative levels of those capital components and the level of risk associated
with various types of assets of that financial institution.  The FDIC and the
FRB statements of policy on "risk-based capital" require the Company to
maintain a level of capital commensurate with the risk profile assigned to its
assets in accordance with the policy statements.  The capital standards call
for minimum total capital of 8 percent of risk-adjusted assets.  At December
31, 1995, the Company's tier 1 ratio and capital ratio to risk-adjusted assets
was 21.3% and 22.7% respectively.  The Company's leverage ratio at December 31,
1995 was 16.9%.  The Company is in compliance with all regulatory capital
requirements.

The Company cannot predict what other legislation might be enacted or what
other regulation might be adopted or, if enacted or adopted, the effect
thereof.

The Bank is subject to supervision and regulation, of which regular bank
examinations are a part, by the Federal Deposit Insurance Corporation and North
Carolina State Banking Commission.  The Bank is a member of the Federal Deposit
Insurance Corporation (the "FDIC"), which currently insures the deposits of
each member bank to a maximum of $100,000 per depositor.  For this protection,
each bank pays a semi-annual statutory assessment and is subject to the rules
and regulations of the FDIC.

Federal banking laws applicable to all depository financial institutions, among
other things, (I) afford federal bank regulatory agencies with powers to
prevent unsafe and unsound banking practices; (ii) restrict preferential loans
by banks to "insiders" of banks; (iii) require banks to keep information on
loans to major shareholders and executive officers, and (iv) bar certain
directory and officer interlocks between financial institutions.  The
prohibitions against preferential loans and certain director and officer
interlocks may inhibit the ability of the Bank and the Registrant to obtain
experienced and capable officers and directors, to replace presently proposed
officers and directors, or to add to their number.





                                       3
<PAGE>   6

The Registrant is an "affiliate" of the Bank within the meaning of the Federal
Reserve Act, which imposes restrictions on loans by the Bank to the Registrant,
on investments by the Bank in the stock or securities of the Registrant, and on
the use of such stock or securities as collateral security for loans by the
Bank to any borrower.  The Registrant is also subject to certain restrictions
with respect to engaging in the business of issuing, underwriting and
distributing securities.

Shareholders of banks (including bank holding companies which own stock in
banks) may be compelled by bank regulatory authorities to invest additional
capital in the event their banks experience either significant loan losses or
rapid growth of loans or deposits.  In addition, the Registrant may also be
required to provide additional capital to any additional banks which it
acquires as a condition to obtaining the approvals and consents of regulatory
authorities in connection with such acquisitions.


Effects of Governmental Monetary Policy and Economic Controls

The Registrant is directly affected by governmental monetary policy and by
regulatory measures affecting the banking industry in general.  Of primary
importance is the Federal Reserve Board, whose actions directly affect the
money supply and, in general, affect banks' lending abilities by increasing or
decreasing the cost and availability of bank credit in order to combat
recession and curb inflationary pressures in the economy by open market
operations in the United States government securities, changes in the discount
rate on member bank borrowings, and changes in reserve requirements against
bank deposits.

Deregulation of interest rates paid by banks on deposits and the types of
deposits that may be offered by banks have eliminated minimum balance
requirements and rate ceilings on various types of time deposit accounts.  The
effect of these specific actions and, in general, the deregulation of deposit
interest rates have increased banks' costs of funds and made them more
sensitive to fluctuations in money market rates.

In view of changing conditions in the national economy and money markets, as
well as the effect of actions by monetary and fiscal authorities, no prediction
can be made as to possible future changes in interest rates, deposit levels,
loan demand or the business and earnings of the Registrant.





                                       4
<PAGE>   7

The following schedule should be read in conjunction with Provision and
Allowances for Loan Losses in the proxy statement on page II-9.


ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
                                             December 31,
($ in thousands)

                      1995                    1994                    1993                    1992                    1991         
              ---------------------   ----------------------   ---------------------   ---------------------   ---------------------
                       PERCENT OF                PERCENT OF             PERCENT OF               PERCENT OF              PERCENT OF
                        LOANS TO                  LOANS TO               LOANS TO                 LOANS TO                LOANS TO
               AMOUNT  TOTAL LOANS    AMOUNT     TOTAL LOANS   AMOUNT   TOTAL LOANS    AMOUNT   TOTAL LOANS    AMOUNT    TOTAL LOANS
               ------  -----------    ------     -----------   ------   -----------    ------   -----------    ------    -----------
<S>            <C>      <C>           <C>         <C>           <C>      <C>           <C>      <C>            <C>        <C>
Commercial     $2,717      39.9%      $2,398         43.4%      $1,667      45.6%      $1,462      53.0%       $1,157        58.3% 
Real Estate     1,259      48.2%       1,106         44.3%       1,138      42.3%         983      35.6%          446        28.9% 
Consumer          498      11.8%         400         12.3%         617      12.0%         455      11.3%          445        12.6% 
All Other Loans     0         0%           0           .0%           1        .1%           1        .1%            2          .2% 
Unallocated       171        .1%          92           N/A         180        N/A         490        N/A          941          N/A 
               ------   --------      ------      --------      ------   --------      ------   --------       ------     -------- 
Total          $4,645     100.0%      $3,996        100.0%      $3,603     100.0%      $3,391     100.0%       $2,991        100.0%
               ======   ========      ======      ========      ======   ========      ======   ========       ======     ======== 
</TABLE>


QUARTERLY FINANCIAL DATA

Summarized unaudited quarterly financial data for the years ended December 31,


<TABLE>
<CAPTION>
                                   FIRST            SECOND             THIRD            FOURTH
1995                              QUARTER           QUARTER           QUARTER           QUARTER 
------------------------------------------------------------------------------------------------
<S>                             <C>               <C>               <C>               <C>
Interest income                 $8,600,271        $9,161,235        $9,294,264        $9,511,200
Interest expense                 2,893,625         3,304,989         3,461,676         3,541,248
Provision for loan losses          440,000           310,000           282,000            85,000
                                ----------        ----------        ----------        ----------
Net interest income after
  provision for loan losses      5,266,646         5,546,246         5,550,588         5,884,952
Other income                     1,064,443         1,069,885           954,252         1,032,285
Other expenses                   2,321,276         2,415,268         2,202,222         2,315,055
                                ----------        ----------        ----------        ----------
Income before income taxes       4,009,813         4,200,863         4,302,618         4,602,182
Income taxes                     1,404,000         1,369,000         1,379,000         1,446,532
                                ----------        ----------        ----------        ----------
Net income                      $2,605,813        $2,831,863        $2,923,618        $3,155,650
                                ==========        ==========        ==========        ==========

Earnings per share              $      .44        $      .47        $      .49        $      .52
                                ==========        ==========        ==========        ==========
</TABLE>


<TABLE>
<CAPTION>
                                   FIRST            SECOND             THIRD            FOURTH
1994                              QUARTER           QUARTER           QUARTER           QUARTER 
------------------------------------------------------------------------------------------------
<S>                             <C>               <C>               <C>               <C>
Interest income                 $6,597,534        $7,176,148        $7,616,152        $8,183,568
Interest expense                 2,148,447         2,238,467         2,462,704         2,664,678
Provision for loan losses           30,000           144,000           108,000           422,000
                                ----------        ----------        ----------        ----------
Net interest income after
  provision for loan losses      4,419,087         4,793,681         5,045,448         5,096,890
Other income                     1,144,377         1,056,871         1,039,071         1,016,178
Other expenses                   2,217,469         2,250,229         2,306,578         2,372,529
                                ----------        ----------        ----------        ----------
Income before income taxes       3,345,995         3,600,323         3,777,941         3,740,539
Income taxes                     1,101,000         1,161,000         1,316,000         1,044,525
                                ----------        ----------        ----------        ----------
Net income                      $2,244,995        $2,439,323        $2,461,941        $2,696,014
                                ==========        ==========        ==========        ==========

Earnings per share              $      .38        $      .40        $      .41        $      .45
                                ==========        ==========        ==========        ==========
</TABLE>





                                       5
<PAGE>   8


ITEM 2-PROPERTIES

Bank of Granite owns all of its properties which are listed below.

GRANITE FALLS, NC
Granite Falls office (home office)- 8,735 square foot building located on a 1.2
acre lot.

A masonry and frame storage building containing 735 square feet with an
adjoining 100' x 221' lot.

Operations Center - 70' x 168' building containing 11,769 square foot which is
located on a 1.05 acre lot.

15' x 25' building which houses our print shop.

LENOIR, NC
Lenoir office - building is approximately 7,400 square feet.

Whitnel office - building is approximately 2,530 square feet located on a lot
containing 45,500 square feet.

Hibriten office - building is approximately 2,480 square feet situated on 2.10
acres of land.

HUDSON, NC
Hudson office - building is approximately 4,235 square feet located on a 4.10
acre lot.

HICKORY, NC

Hickory office - 54' x 81' structure containing 9,515 square feet situated on a
100' x 200' lot.

Bank of Granite Plaza - two story building with two sections.  One section
contains approximately 7,520 square feet, the other section contains 7,572
square feet.

Newton office - 43' x 84' structure located on a 200' x 200' lot.

Springs Road office - 43' x 84' structure located on a 1.6 acre lot.

Viewmont office - approximately 4,200 square feet located on a two acre lot
leased by the Bank with an option to purchase at a later date.

MORGANTON, NC
Morganton office - contains approximately 5,400 square feet with a 25' x 120'
lot.


ITEM 3-LEGAL PROCEEDINGS

There were no significant legal proceedings outstanding at December 31, 1995.

ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of shareholders in the Fourth Quarter
of the Company's fiscal year.





                                       6
<PAGE>   9




                                    PART II

ITEM 5-MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
       STOCKHOLDERS' MATTERS

The information required by this item is set forth on Pages 2 and 18 on the
Company's 1995 ANNUAL REPORT TO SHAREHOLDERS under the headings "Market and
Dividend Summary" and "Shareholder Information", and respectively, on Page I-3
of the 1996 PROXY STATEMENT under the heading "Principal Holders of Voting
Securities."  The above information is incorporated by reference.

ITEM 6-SELECTED FINANCIAL DATA

The information required by this item is set forth on Page 14 in the Company's
1995 ANNUAL REPORT TO SHAREHOLDERS under the heading "Selected Financial Data"
of which information is incorporated herein by reference.

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

The information required by this item is set forth on Pages II-1 through II-11
in the Company's 1996 PROXY STATEMENT under the heading "Managements Discussion
and Analysis", which is incorporated herein by reference.

ITEM 8-FINANCIAL STATEMENTS & SUPPLEMENTARY DATA

The Consolidated financial statements, and notes thereto and the independent
auditors' report on Pages II-12 through II- 34 of the 1996 PROXY STATEMENT for
the year ended December 31, 1995 are incorporated herein by reference.

ITEM 9-CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
     AND FINANCIAL DISCLOSURE

There has been no disagreement with accountants on accounting and financial
disclosure as defined by Item 304 of Regulation S-K.





                                       7
<PAGE>   10


                                    PART III

ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is set forth on Page I-7 under the
heading "Directors and Executive Officers of Bank of Granite Corporation" in
the definitive proxy materials of the Company filed in connection with its 1996
ANNUAL MEETING OF SHAREHOLDERS.  The information required by this item
contained in such definitive proxy materials is incorporated herein by
reference.

ITEM 11-EXECUTIVE COMPENSATION

The information required by this item is set forth on Pages I-8 through I-12 in
the definitive proxy materials of the Company filed in connection with its 1996
ANNUAL MEETING OF SHAREHOLDERS, which information is incorporated herein by
reference.

ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     MANAGEMENT

The information required by this item is set forth on Pages I-3 and I-7 in the
definitive proxy materials of the Company filed in connection with its 1996
ANNUAL MEETING OF SHAREHOLDERS, which information is incorporated herein by
reference.

ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is set forth on Page I-15 under the
heading "Transactions with Officers and Directors" in the definitive proxy
materials of the Company filed in connection with its 1996 ANNUAL MEETING OF
SHAREHOLDERS, which information is incorporated herein by reference.





                                       8
<PAGE>   11

                                    PART IV



ITEM 14-EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
     ON FORM 8-K

1.   Financial Statements
     The information required by this item is set forth on Pages II-12 through
     II-34 in the Company's 1996 PROXY STATEMENT TO SHAREHOLDERS, which is
     incorporated herein by reference.

2.   Financial Statement Schedules
     None

13.  Annual Report to Security Holders.

21.  Subsidiaries of the Registrant
     Bank of Granite Corporation has one subsidiary, Bank of Granite,
     incorporated in 1906 and operates in North Carolina.

27.  Financial Data Schedule (for SEC use only)

 B.  No Reports on Form 8-K were filed during the year.





                                      9
<PAGE>   12


                                   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 behalf
by the undersigned, there unto duly authorized.

BANK OF GRANITE CORPORATION

By:  s/John A. Forlines, Jr.
     -----------------------
     John A. Forlines, Jr.
     Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities and 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.

<TABLE>
<CAPTION>
      Signature                                      Title                                   Date
<S>                                           <C>                                       <C>
s/John A. Forlines, Jr.                       Chairman and Chief                        March 11, 1996
-----------------------                        Executive Officer                                      
John A. Forlines, Jr.                          

s/Randall C. Hall                             Vice President and                        March 11, 1996
-----------------------                        Chief Financial                                        
Randall C. Hall                                Officer and Principal
                                               Accounting Officer

s/John N. Bray                                Director                                  March 11, 1996
-----------------------                                                                               
John N. Bray

s/Robert E. Cline                             Director                                  March 11, 1996
-----------------------                                                                               
Robert E. Cline

s/John A. Forlines, Jr.                       Director                                  March 11, 1996
-----------------------                                                                               
John A. Forlines, Jr.

s/Barbara F. Freiman                          Director                                  March 11, 1996
-----------------------                                                                               
Barbara F. Freiman

s/Myron L. Moore, Jr.                         Director                                  March 11, 1996
-----------------------                                                                               
Myron L. Moore, Jr.

s/Charles M. Snipes                           Director                                  March 11, 1996
-----------------------                                                                               
Charles M. Snipes

s/Boyd C. Wilson, Jr.                         Director                                  March 11, 1996
-----------------------                                                                               
Boyd C. Wilson, Jr.
</TABLE>




                                       10