<PAGE>   1


As filed with the Securities and Exchange Commission on July 27, 2000.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         COMMUNITY FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                  TENNESSEE                                    62-1626938
(State or other jurisdiction of incorporation               (I.R.S. Employer
              or organization)                           Identification number)

                                401 Church Street
                         Nashville, Tennessee 37219-2213

                                 (615) 271-2000
               (Address, including zip code and telephone number,
                  including area code of registrant's principal
                               executive offices)

                         COMMUNITY FINANCIAL GROUP, INC.
                       1997 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                           J. Hunter Atkins, President
                           And Chief Executive Officer
                         COMMUNITY FINANCIAL GROUP, INC.
                                401 CHURCH STREET
                         NASHVILLE, TENNESSEE 37219-2213
                                 (615) 271-2000
                           (615) 271-2149 (Facsimile)

                          Copies of Communications To:
                           J. Franklin McCreary, Esq.
                            GERRISH & MCCREARY, P.C.
                                Washington Square
                       222 Second Avenue North - Suite 424
                           Nashville, Tennessee 37201
                                 (615) 251-0900
                           (615) 251-0975 (Facsimile)
  (Name, address, including zip code and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                             Maximum           Proposed Maximum
Title of Securities     Amount to be      Offering Price      Aggregate Offering        Amount of
 to be Registered       Registered(1)      Per Share(2)            Price(2)          Registration Fee
------------------------------------------------------------------------------------------------------
<S>                     <C>               <C>                 <C>                    <C>
   Common Stock,          542,091           $12.6875               $6,877,780            $1,815.73
 ($6.00 par value)
------------------------------------------------------------------------------------------------------
</TABLE>

--------
(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated, expired or
surrendered options for Common Stock, or pursuant to the antidilution provisions
of the Plan. This Registration Statement covers, pursuant to Rule 416(a), any
increases in the number of shares offered under the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based upon the average of the high and low
prices reported on July 24, 2000, as reported on the Nasdaq Stock Market.

<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required by PART I of this
Registration Statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of PART II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed with the Securities and
Exchange Commission by Community Financial Group, Inc. (the "Company") and are
incorporated herein by reference and made a part hereof:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999, provided that any information included or
                  incorporated by reference in response to Items 402(a)(8), (i),
                  (k) or (l) of Regulation S-K of the Securities and Exchange
                  Commission shall not be deemed to be incorporated herein and
                  is not a part of the Registration Statement.

         2.       The description of the Common Stock of the Company contained
                  in the Company's Registration Statement No. 333-24309 on Form
                  S-2 filed with the Commission on April 1, 1997.

         3.       All reports filed by the Company pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934 since the end of
                  the fiscal year covered by the financial statements in the
                  Annual Report on Form 10-K referred to in paragraph 1 above.

         4.       All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Securities Exchange Act of 1934
                  subsequent to the date hereof and prior to the filing of a
                  post-effective amendment which indicates that all securities
                  offered hereby have been sold or which deregisters all
                  securities then remaining unsold, shall be deemed to be
                  incorporated by reference herein and to be part hereof from
                  the date of the filing of such documents. Any statement
                  contained in a document incorporated by reference herein and
                  filed prior to the filing hereof shall be deemed to be
                  modified or superseded for purposes of this Registration
                  Statement to the extent that a statement contained herein
                  modifies or supersedes such statement, and any statement
                  contained herein or in any other document



<PAGE>   3

                  incorporated by reference herein shall be deemed to be
                  modified or superseded for purposes of this Registration
                  Statement to the extent that a statement contained in any
                  other subsequently filed document which also is incorporated
                  by reference herein modifies 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 Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Tennessee law provides that a corporation's charter may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (A) for any breach of the directory's duty of
loyalty to the corporation or its shareholders; (B) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; or (C) under ss. 48-18-304, Tennessee Code Annotated, for unlawful
distributions.

         The By-Laws of the Company contain the following liability and
indemnification provisions:

         LIABILITY OF OFFICERS AND DIRECTORS. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a director or officer of the Corporation in
good faith, if such person exercised or used the same degree of care and skill
as a prudent man would have exercised or used in the circumstances in the
conduct of his own affairs.

         INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify to the fullest extent permitted by law, any and all persons who may
serve or who have served at any time as directors or officers, or who, at the
request of the Board of Directors of the Corporation, may serve or, at any time
have served, as directors or officers of another corporation in which the
Corporation, at such time, owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers or a director
or officer of the Corporation, or of such other corporation, except in
relationship to matters as to which any such



                                       2
<PAGE>   4

director or officer or former director or officer or person shall be adjudged in
any action, suit or proceeding to be liable for his own negligence or misconduct
in the performance of his duty. Such indemnification shall be in addition to any
other rights to which those indemnified may be entitled under any law, by-law,
agreement, vote of shareholders or otherwise.

         The Charter of the Company contains the following liability and
indemnification provisions:

         (a)      To the fullest extent that the law of the State of Tennessee,
                  as it exists on the date hereof or as it may hereafter be
                  amended, permits the limitation or elimination of the
                  liability of directors, no director of the Corporation shall
                  be personally liable to the Corporation or its shareholders
                  for monetary damages for breach of fiduciary duty as a
                  director.

         (b)      The Corporation shall have the power to indemnify any
                  director, officer, employee, agent of the Corporation or any
                  other person who is serving at the request of the Corporation
                  in any such capacity with another corporation, partnership,
                  joint venture, trust or other enterprises to the fullest
                  extent permitted by the law of the State of Tennessee as it
                  exists on the date hereof or as it may hereafter be amended,
                  and any such indemnification may continue as to any person who
                  has ceased to be a director, officer, employee or agent and
                  may inure to the benefit of the heirs, executors and
                  administrators of such a person.

         (c)      If the Tennessee Business Corporation Act is amended after
                  approval of the Article to authorize corporate action, further
                  eliminating or limiting the personal liability of directors,
                  then the liability of a director of the Corporation shall be
                  eliminated or limited to the fullest extent permitted by the
                  Tennessee Business Corporation Act, as so amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See the Exhibit Index which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

         (a)      The Company hereby undertakes:

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

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;



                                       3
<PAGE>   5

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                                    Provided, however, that paragraph (a)(1)(i)
                                    and (a)(1)(ii) shall not apply if the
                                    Registration Statement is on Form S-3, Form
                                    S-8 or Form F-3 and the information required
                                    to be included in a post-effective amendment
                                    by those paragraphs is contained in periodic
                                    reports filed by the Company pursuant to
                                    Section 13 or Section 15(d) of the
                                    Securities Exchange Act of 1934 that are
                                    incorporated by reference in this
                                    Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           Registration Statement relating to the securities
                           offered therein and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

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

         (b)      The undersigned Company hereby undertakes that, for purposes
                  of determining any liability under the Securities Act of 1933,
                  each filing of the Company's Annual Report pursuant to Section
                  13(a) or Section 15(d) of the Securities Exchange Act of 1934
                  (and, where applicable, each filing of an employee benefit
                  plan's annual report pursuant to Section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in this 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 of 1933 may be permitted to directors, officers
                  and controlling persons of the Company pursuant to the
                  foregoing provisions or otherwise, the Company has been
                  advised that, in the opinion of the Securities and Exchange
                  Commission, such indemnification is against public policy as
                  expressed in the act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such



                                       4
<PAGE>   6

                  liabilities (other than the payment by the Company of expenses
                  incurred or paid by a director, officer or controlling persons
                  of the Company in the successful defense of any action, suit
                  or proceeding) is asserted by such director, officer or
                  controlling persons in connection with the securities being
                  registered, the Company will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on July 18, 2000.


                                    COMMUNITY FINANCIAL GROUP, INC.
                                    (Registrant)



                                    By: /s/ J. Hunter Atkins
                                        ----------------------------------------
                                        J. Hunter Atkins, President and
                                        Chief Executive officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, J. Hunter Atkins
and Mack S. Linebaugh, Jr., and each of them, attorneys-in-fact for the
undersigned, each with the power of substitution, for the undersigned in any and
all capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming that each of the
attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.



Dated:   July 18, 2000                       /s/      J. Hunter Atkins
                                    --------------------------------------------
                                    J. Hunter Atkins, President, Chief Executive
                                    Officer, Director (Principal Executive
                                    Officer, Principal Financial Officer,
                                    Principal Accounting Officer)







                                       5
<PAGE>   7

Dated:  July 18, 2000                        /s/      Mack S. Linebaugh, Jr.
                                    --------------------------------------------
                                    Mack S. Linebaugh, Jr., Chairman
                                    Of the Board



Dated:  July 18, 2000                        /s/      J.B. Baker
                                    --------------------------------------------
                                    J.B. Baker, Director



Dated:  July 18, 2000                        /s/      Jo D. Federspiel
                                    --------------------------------------------
                                    Jo D. Federspiel, Director



Dated:         , 2000
      ---------                     --------------------------------------------
                                    Richard H. Fulton, Director




Dated:  July 18, 2000                        /s/      Leon Moore
                                    --------------------------------------------
                                    Leon Moore, Director



Dated:  July 18, 2000                        /s/      Perry W. Moskovitz
                                    --------------------------------------------
                                    Perry W. Moskovitz, Director



Dated:  July 18, 2000                        /s/      C. Norris Nielsen
                                    --------------------------------------------
                                    C. Norris Nielsen, Director



Dated:  July 18, 2000                        /s/      David M. Resha
                                    --------------------------------------------
                                    David M. Resha, Director



Dated:         , 2000
      ---------                     --------------------------------------------
                                    G. Edgar Thornton, Director















                                       6
<PAGE>   8

                                  EXHIBIT INDEX
                      TO REGISTRATION STATEMENT ON FORM S-8

4.1      Articles of Incorporation filed as an exhibit to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1996, and
         Articles of Amendment thereto filed as an exhibit to the Company's Form
         S-8 filed July 25, 2000, both of which are incorporated by this
         reference.

5.1      Opinion of Gerrish & McCreary, P.C. as to the legality of the
         securities being registered (including consent of counsel).*

23.1     Consent of KPMG LLP.*

23.2     Consent of Counsel (included in the opinion of Gerrish & McCreary, P.C.
         filed as Exhibit 5.1)*

99.1     1997 Nonstatutory Stock Option Plan, as amended.*






----------

         *  Filed herewith



                                       7
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1

As filed with the Securities and Exchange Commission on July 27, 2000.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         COMMUNITY FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                  TENNESSEE                                    62-1626938
(State or other jurisdiction of incorporation               (I.R.S. Employer
              or organization)                           Identification number)

                                401 Church Street
                         Nashville, Tennessee 37219-2213

                                 (615) 271-2000
               (Address, including zip code and telephone number,
                  including area code of registrant's principal
                               executive offices)

                         COMMUNITY FINANCIAL GROUP, INC.
                       1997 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                           J. Hunter Atkins, President
                           And Chief Executive Officer
                         COMMUNITY FINANCIAL GROUP, INC.
                                401 CHURCH STREET
                         NASHVILLE, TENNESSEE 37219-2213
                                 (615) 271-2000
                           (615) 271-2149 (Facsimile)

                          Copies of Communications To:
                           J. Franklin McCreary, Esq.
                            GERRISH & MCCREARY, P.C.
                                Washington Square
                       222 Second Avenue North - Suite 424
                           Nashville, Tennessee 37201
                                 (615) 251-0900
                           (615) 251-0975 (Facsimile)
  (Name, address, including zip code and telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
Maximum           Proposed Maximum
Title of Securities     Amount to be      Offering Price      Aggregate Offering        Amount of
 to be Registered       Registered(1)      Per Share(2)            Price(2)          Registration Fee
------------------------------------------------------------------------------------------------------
Common Stock,          542,091           $12.6875               $6,877,780            $1,815.73
 ($6.00 par value)
------------------------------------------------------------------------------------------------------
--------
(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated, expired or
surrendered options for Common Stock, or pursuant to the antidilution provisions
of the Plan. This Registration Statement covers, pursuant to Rule 416(a), any
increases in the number of shares offered under the Plan to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h), based upon the average of the high and low
prices reported on July 24, 2000, as reported on the Nasdaq Stock Market.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required by PART I of this
Registration Statement on Form S-8 (the "Registration Statement") will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of PART II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents have been filed with the Securities and
Exchange Commission by Community Financial Group, Inc. (the "Company") and are
incorporated herein by reference and made a part hereof:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  December 31, 1999, provided that any information included or
                  incorporated by reference in response to Items 402(a)(8), (i),
                  (k) or (l) of Regulation S-K of the Securities and Exchange
                  Commission shall not be deemed to be incorporated herein and
                  is not a part of the Registration Statement.

         2.       The description of the Common Stock of the Company contained
                  in the Company's Registration Statement No. 333-24309 on Form
                  S-2 filed with the Commission on April 1, 1997.

         3.       All reports filed by the Company pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934 since the end of
                  the fiscal year covered by the financial statements in the
                  Annual Report on Form 10-K referred to in paragraph 1 above.

         4.       All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 and 15(d) of the Securities Exchange Act of 1934
                  subsequent to the date hereof and prior to the filing of a
                  post-effective amendment which indicates that all securities
                  offered hereby have been sold or which deregisters all
                  securities then remaining unsold, shall be deemed to be
                  incorporated by reference herein and to be part hereof from
                  the date of the filing of such documents. Any statement
                  contained in a document incorporated by reference herein and
                  filed prior to the filing hereof shall be deemed to be
                  modified or superseded for purposes of this Registration
                  Statement to the extent that a statement contained herein
                  modifies or supersedes such statement, and any statement
                  contained herein or in any other document
3

                  incorporated by reference herein shall be deemed to be
                  modified or superseded for purposes of this Registration
                  Statement to the extent that a statement contained in any
                  other subsequently filed document which also is incorporated
                  by reference herein modifies 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 Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Tennessee law provides that a corporation's charter may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (A) for any breach of the directory's duty of
loyalty to the corporation or its shareholders; (B) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; or (C) under ss. 48-18-304, Tennessee Code Annotated, for unlawful
distributions.

         The By-Laws of the Company contain the following liability and
indemnification provisions:

         LIABILITY OF OFFICERS AND DIRECTORS. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a director or officer of the Corporation in
good faith, if such person exercised or used the same degree of care and skill
as a prudent man would have exercised or used in the circumstances in the
conduct of his own affairs.

         INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Corporation shall
indemnify to the fullest extent permitted by law, any and all persons who may
serve or who have served at any time as directors or officers, or who, at the
request of the Board of Directors of the Corporation, may serve or, at any time
have served, as directors or officers of another corporation in which the
Corporation, at such time, owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such persons in connection with the defense
or settlement of any claim, action, suit or proceeding in which they, or any of
them, are made parties, or a party, or which may be asserted against them or any
of them, by reason of being or having been directors or officers or a director
or officer of the Corporation, or of such other corporation, except in
relationship to matters as to which any such

                                       2
4

director or officer or former director or officer or person shall be adjudged in
any action, suit or proceeding to be liable for his own negligence or misconduct
in the performance of his duty. Such indemnification shall be in addition to any
other rights to which those indemnified may be entitled under any law, by-law,
agreement, vote of shareholders or otherwise.

         The Charter of the Company contains the following liability and
indemnification provisions:

         (a)      To the fullest extent that the law of the State of Tennessee,
                  as it exists on the date hereof or as it may hereafter be
                  amended, permits the limitation or elimination of the
                  liability of directors, no director of the Corporation shall
                  be personally liable to the Corporation or its shareholders
                  for monetary damages for breach of fiduciary duty as a
                  director.

         (b)      The Corporation shall have the power to indemnify any
                  director, officer, employee, agent of the Corporation or any
                  other person who is serving at the request of the Corporation
                  in any such capacity with another corporation, partnership,
                  joint venture, trust or other enterprises to the fullest
                  extent permitted by the law of the State of Tennessee as it
                  exists on the date hereof or as it may hereafter be amended,
                  and any such indemnification may continue as to any person who
                  has ceased to be a director, officer, employee or agent and
                  may inure to the benefit of the heirs, executors and
                  administrators of such a person.

         (c)      If the Tennessee Business Corporation Act is amended after
                  approval of the Article to authorize corporate action, further
                  eliminating or limiting the personal liability of directors,
                  then the liability of a director of the Corporation shall be
                  eliminated or limited to the fullest extent permitted by the
                  Tennessee Business Corporation Act, as so amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         See the Exhibit Index which is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

         (a)      The Company hereby undertakes:

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

                           (i)      to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                                       3
5

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in this Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                                    Provided, however, that paragraph (a)(1)(i)
                                    and (a)(1)(ii) shall not apply if the
                                    Registration Statement is on Form S-3, Form
                                    S-8 or Form F-3 and the information required
                                    to be included in a post-effective amendment
                                    by those paragraphs is contained in periodic
                                    reports filed by the Company pursuant to
                                    Section 13 or Section 15(d) of the
                                    Securities Exchange Act of 1934 that are
                                    incorporated by reference in this
                                    Registration Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           Registration Statement relating to the securities
                           offered therein and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

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

         (b)      The undersigned Company hereby undertakes that, for purposes
                  of determining any liability under the Securities Act of 1933,
                  each filing of the Company's Annual Report pursuant to Section
                  13(a) or Section 15(d) of the Securities Exchange Act of 1934
                  (and, where applicable, each filing of an employee benefit
                  plan's annual report pursuant to Section 15(d) of the
                  Securities Exchange Act of 1934) that is incorporated by
                  reference in this 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 of 1933 may be permitted to directors, officers
                  and controlling persons of the Company pursuant to the
                  foregoing provisions or otherwise, the Company has been
                  advised that, in the opinion of the Securities and Exchange
                  Commission, such indemnification is against public policy as
                  expressed in the act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such

                                       4
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                  liabilities (other than the payment by the Company of expenses
                  incurred or paid by a director, officer or controlling persons
                  of the Company in the successful defense of any action, suit
                  or proceeding) is asserted by such director, officer or
                  controlling persons in connection with the securities being
                  registered, the Company will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Act and will be governed by the final
                  adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on July 18, 2000.

                                    COMMUNITY FINANCIAL GROUP, INC.
                                    (Registrant)

                                    By: /s/ J. Hunter Atkins
                                        ----------------------------------------
                                        J. Hunter Atkins, President and
                                        Chief Executive officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, J. Hunter Atkins
and Mack S. Linebaugh, Jr., and each of them, attorneys-in-fact for the
undersigned, each with the power of substitution, for the undersigned in any and
all capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming that each of the
attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.

Dated:   July 18, 2000                       /s/      J. Hunter Atkins
                                    --------------------------------------------
                                    J. Hunter Atkins, President, Chief Executive
                                    Officer, Director (Principal Executive
                                    Officer, Principal Financial Officer,
                                    Principal Accounting Officer)

                                       5
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Dated:  July 18, 2000                        /s/      Mack S. Linebaugh, Jr.
                                    --------------------------------------------
                                    Mack S. Linebaugh, Jr., Chairman
                                    Of the Board

Dated:  July 18, 2000                        /s/      J.B. Baker
                                    --------------------------------------------
                                    J.B. Baker, Director

Dated:  July 18, 2000                        /s/      Jo D. Federspiel
                                    --------------------------------------------
                                    Jo D. Federspiel, Director

Dated:         , 2000
      ---------                     --------------------------------------------
                                    Richard H. Fulton, Director

Dated:  July 18, 2000                        /s/      Leon Moore
                                    --------------------------------------------
                                    Leon Moore, Director

Dated:  July 18, 2000                        /s/      Perry W. Moskovitz
                                    --------------------------------------------
                                    Perry W. Moskovitz, Director

Dated:  July 18, 2000                        /s/      C. Norris Nielsen
                                    --------------------------------------------
                                    C. Norris Nielsen, Director

Dated:  July 18, 2000                        /s/      David M. Resha
                                    --------------------------------------------
                                    David M. Resha, Director

Dated:         , 2000
      ---------                     --------------------------------------------
                                    G. Edgar Thornton, Director

                                       6
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                                  EXHIBIT INDEX
                      TO REGISTRATION STATEMENT ON FORM S-8

4.1      Articles of Incorporation filed as an exhibit to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1996, and
         Articles of Amendment thereto filed as an exhibit to the Company's Form
         S-8 filed July 25, 2000, both of which are incorporated by this
         reference.

5.1      Opinion of Gerrish & McCreary, P.C. as to the legality of the
         securities being registered (including consent of counsel).*

23.1     Consent of KPMG LLP.*

23.2     Consent of Counsel (included in the opinion of Gerrish & McCreary, P.C.
         filed as Exhibit 5.1)*

99.1     1997 Nonstatutory Stock Option Plan, as amended.*

----------

         *  Filed herewith

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