<PAGE>   1

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------
                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

            Delaware                                             56-1550545
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               Post Office Box 128
                              23 North Main Street
                       Granite Falls, North Carolina 28630
                    (Address of principal executive offices)

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

                           BANK OF GRANITE CORPORATION
                        2001 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

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

                              JOHN A. FORLINES, JR.
                      Chairman and Chief Executive Officer
                           Bank of Granite Corporation
                               Post Office Box 128
                              23 North Main Street
                       Granite Falls, North Carolina 28630
                     (Name and address of agent for service)
                                 (828) 496-2000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                               Proposed         Proposed
                                                                maximum          maximum
                                           Amount to be     offering price      aggregate           Amount of
Title of securities to be registered        registered         per unit       offering price      registration fee
------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>               <C>                 <C>
Common Stock, $1.00 par value                200,000(1)        $20.25(2)       $4,050,000(2)         $1,012.50
  (including options under the
  foregoing stock option plans)
==================================================================================================================
</TABLE>
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     registration statement also relates to an indeterminate number of
     additional shares of common stock issuable with respect to the shares
     registered hereunder in the event of a stock split, stock dividend or other
     similar transaction.
(2)  In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
     is computed on the basis of the average high and low prices for Common
     Shares on May 21, 2001 as reported on the Nasdaq Stock Market(R).

================================================================================


                             Bank of Granite Corporation, Form S-8, Page 1 of 23


<PAGE>   2

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission by Bank of Granite Corporation (the "Company") are incorporated by
reference into this registration statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 2001;

         (c)      The Company's Current Report on Form 8-K filed on April 9,
                  2001;

         (d)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (the
                  "Exchange Act") since the end of its latest fiscal year; and

         (e)      The description of the Common Stock, par value $1.00 per share
                  ("Common Stock"), of the Company set forth in the Company's
                  registration statements filed pursuant to Section 12 of the
                  Securities Exchange Act of 1934 (the "Exchange Act") and any
                  amendment or report filed for the purpose of updating such
                  descriptions.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards to those set forth above, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) thereof or
in the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including


                             Bank of Granite Corporation, Form S-8, Page 2 of 23

<PAGE>   3


attorneys' fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation, or a person who is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
its directors for monetary damages for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock purchase or redemption which was illegal, or obtaining an
improper personal benefit and no such provision may limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty.

         The Company's Restated Certificate of Incorporation, as amended (the
"Charter"), provides that to the fullest extent permitted by the General
Corporation Law of Delaware, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director and that any repeal or modification of such provision shall
have only prospective effect and shall not adversely affect any limitation on
the personal liability of a director of the Company existing at the time of such
repeal or modification. The Charter also provides for advancement of expenses to
directors to defend lawsuits brought against them as directors of the Company,
with no obligations for any director to repay such expenses to the Company
unless it is ultimately determined that such director is not entitled to
indemnification by the Company for the actions subject to the lawsuit.

         The Company's Bylaws provide that any person and his or her heirs,
executors, or administrators, may be indemnified or reimbursed by the Company
for reasonable expenses actually incurred in connection with any threatened,
pending or completed action, suit or proceeding, civil, administrative,
investigative or criminal, to which any of them shall have been made a party by
reason of a person being or having been a director, officer, or employee of the
Company or of any firm, corporation, or organization which that person served in
any such capacity at the request of the Company; provided, that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful and, provided further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Company, or the Board of
Directors, acting by vote of directors not parties to the same or substantially
the same action, suit, or proceeding, constituting a majority of the whole
number of directors. The Bylaws also state that the foregoing right of
indemnification or reimbursement is not exclusive of other rights to which the
indemnified party and his or her heirs, executors, or administrators may be
entitled as a matter of law.

         In addition, the Bylaws provide that the Company may, upon the
affirmative vote of a majority of its Board of Directors, purchase insurance for
the purpose of indemnifying its directors, officers, and other


                             Bank of Granite Corporation, Form S-8, Page 3 of 23

<PAGE>   4


employees to the extent that such indemnification is allowed pursuant to the
Bylaws. Such insurance may, but need not, be for the benefit of all directors,
officers, or employees.

Item 8.  Exhibits.

         Exhibit Number    Description
         --------------    -----------

              4.1          Bank of Granite Corporation 2001 Incentive Stock
                           Option Plan

              4.2          Restated Certificate of Incorporation of the Company,
                           as amended (incorporated by reference to Exhibit 3(a)
                           to the Quarterly Report on Form 10-Q of the Company
                           for the fiscal quarter ended March 31, 2001)

              4.3          Bylaws of the Company (incorporated by reference to
                           Exhibit D of Pre-Effective Amendment No. 1 to
                           Registration Statement on Form S-4 (Registration
                           Statement No. 33-11876) of the Company filed on
                           February 23, 1987.

               5           Opinion of Robinson, Bradshaw & Hinson, P.A. with
                           respect to the validity of the shares being offered

              23.1         Consent of Robinson, Bradshaw & Hinson, P.A.
                           (contained in Exhibit 5)

              23.2         Consent of Deloitte & Touche LLP

              24.1         Powers of Attorney


Item 9.  Undertakings.

         The Company hereby undertakes as follows:

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

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment to 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;

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

         (4) 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 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; and


                             Bank of Granite Corporation, Form S-8, Page 4 of 23

<PAGE>   5


         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                             Bank of Granite Corporation, Form S-8, Page 5 of 23


<PAGE>   6


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Granite Falls, State of North Carolina, on this 23rd
day of May, 2001.

                                            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 Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                           Title                           Date
---------                           -----                           ----

/s/ John A. Forlines, Jr.           Chairman, Chief Executive       May 23, 2001
----------------------------------  Officer and Director
John A. Forlines, Jr.

/s/ Charles M. Snipes               President and Director          May 23, 2001
----------------------------------
Charles M. Snipes

/s/ Kirby A. Tyndall                Chief Financial Officer         May 23, 2001
----------------------------------  (Principal Financial and
Kirby A. Tyndall                    Accounting Officer)

JOHN N. BRAY *                      Director                        May 23, 2001
----------------------------------
John N. Bray

PAUL M. FLEETWOOD, III *            Director                        May 23, 2001
----------------------------------
Paul M. Fleetwood, III

BARBARA F. FREIMAN *                Director                        May 23, 2001
----------------------------------
Barbara F. Freiman

HUGH R. GAITHER *                   Director                        May 23, 2001
----------------------------------
Hugh R. Gaither

BOYD C. WILSON *                    Director                        May 23, 2001
----------------------------------
Boyd C. Wilson


* By: /s/ Kirby A. Tyndall
      ----------------------------
      (Kirby A. Tyndall,
      Attorney-in-Fact)



                             Bank of Granite Corporation, Form S-8, Page 6 of 23


<PAGE>   7


                                  EXHIBIT INDEX


   Exhibit Number  Description
   --------------  -----------
         4.1       Bank of Granite Corporation 2001 Incentive Stock Option Plan

         4.2       Restated Certificate of Incorporation of the Company, as
                   amended (incorporated by reference to Exhibit 3(a) to the
                   Quarterly Report on Form 10-Q of the Company for the fiscal
                   quarter ended March 31, 2001)

         4.3       Bylaws of the Company (incorporated by reference to Exhibit D
                   of Pre-Effective Amendment No. 1 to Registration Statement on
                   Form S-4 (Registration Statement No. 33-11876) of the Company
                   filed on February 23, 1987.

         5         Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                   the validity of the shares being offered

         23.1      Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                   Exhibit 5)

         23.2      Consent of Deloitte & Touche LLP

         24.1      Powers of Attorney



                             Bank of Granite Corporation, Form S-8, Page 7 of 23
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{"company-data": {"conformed-name": "BANK OF GRANITE CORP", "cik": "0000810689", "assigned-sic": "6022", "irs-number": "561550545", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61640", "film-number": "1647952"}, "business-address": {"street1": "PO BOX 128", "street2": "23 NORTH MAIN STREET", "city": "GRANITE FALLS", "state": "NC", "zip": "28630", "phone": "7043963141"}, "mail-address": {"street1": "23 NORTH MAIN ST", "city": "GRANITE FALLS", "state": "NC", "zip": "28630"}, "former-company": {"former-conformed-name": "BANCSHARES OF GRANITE CORP", "date-changed": "19870224"}}
1

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------
                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

            Delaware                                             56-1550545
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               Post Office Box 128
                              23 North Main Street
                       Granite Falls, North Carolina 28630
                    (Address of principal executive offices)

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

                           BANK OF GRANITE CORPORATION
                        2001 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)

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

                              JOHN A. FORLINES, JR.
                      Chairman and Chief Executive Officer
                           Bank of Granite Corporation
                               Post Office Box 128
                              23 North Main Street
                       Granite Falls, North Carolina 28630
                     (Name and address of agent for service)
                                 (828) 496-2000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                               Proposed         Proposed
                                                                maximum          maximum
                                           Amount to be     offering price      aggregate           Amount of
Title of securities to be registered        registered         per unit       offering price      registration fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value                200,000(1)        $20.25(2)       $4,050,000(2)         $1,012.50
  (including options under the
  foregoing stock option plans)
==================================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
     registration statement also relates to an indeterminate number of
     additional shares of common stock issuable with respect to the shares
     registered hereunder in the event of a stock split, stock dividend or other
     similar transaction.
(2)  In accordance with Rule 457(h)(1) of Regulation C, the price for the shares
     is computed on the basis of the average high and low prices for Common
     Shares on May 21, 2001 as reported on the Nasdaq Stock Market(R).

================================================================================

                             Bank of Granite Corporation, Form S-8, Page 1 of 23
2

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission by Bank of Granite Corporation (the "Company") are incorporated by
reference into this registration statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2000;

         (b)      The Company's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 2001;

         (c)      The Company's Current Report on Form 8-K filed on April 9,
                  2001;

         (d)      All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (the
                  "Exchange Act") since the end of its latest fiscal year; and

         (e)      The description of the Common Stock, par value $1.00 per share
                  ("Common Stock"), of the Company set forth in the Company's
                  registration statements filed pursuant to Section 12 of the
                  Securities Exchange Act of 1934 (the "Exchange Act") and any
                  amendment or report filed for the purpose of updating such
                  descriptions.

         All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all of such securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards to those set forth above, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
that despite the adjudication of liability, but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

         Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) thereof or
in the defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including

                             Bank of Granite Corporation, Form S-8, Page 2 of 23
3

attorneys' fees) actually and reasonably incurred by him in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation, or a person who is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145. In addition, Section 145(e) provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized by Section 145. Moreover, Section 145(j) provides that
the indemnification provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
its directors for monetary damages for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock purchase or redemption which was illegal, or obtaining an
improper personal benefit and no such provision may limit the liability of a
director for any act or omission occurring prior to the date when such provision
became effective. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty.

         The Company's Restated Certificate of Incorporation, as amended (the
"Charter"), provides that to the fullest extent permitted by the General
Corporation Law of Delaware, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director and that any repeal or modification of such provision shall
have only prospective effect and shall not adversely affect any limitation on
the personal liability of a director of the Company existing at the time of such
repeal or modification. The Charter also provides for advancement of expenses to
directors to defend lawsuits brought against them as directors of the Company,
with no obligations for any director to repay such expenses to the Company
unless it is ultimately determined that such director is not entitled to
indemnification by the Company for the actions subject to the lawsuit.

         The Company's Bylaws provide that any person and his or her heirs,
executors, or administrators, may be indemnified or reimbursed by the Company
for reasonable expenses actually incurred in connection with any threatened,
pending or completed action, suit or proceeding, civil, administrative,
investigative or criminal, to which any of them shall have been made a party by
reason of a person being or having been a director, officer, or employee of the
Company or of any firm, corporation, or organization which that person served in
any such capacity at the request of the Company; provided, that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful and, provided further, that no such person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of record
of a majority of the outstanding shares of the Company, or the Board of
Directors, acting by vote of directors not parties to the same or substantially
the same action, suit, or proceeding, constituting a majority of the whole
number of directors. The Bylaws also state that the foregoing right of
indemnification or reimbursement is not exclusive of other rights to which the
indemnified party and his or her heirs, executors, or administrators may be
entitled as a matter of law.

         In addition, the Bylaws provide that the Company may, upon the
affirmative vote of a majority of its Board of Directors, purchase insurance for
the purpose of indemnifying its directors, officers, and other

                             Bank of Granite Corporation, Form S-8, Page 3 of 23
4

employees to the extent that such indemnification is allowed pursuant to the
Bylaws. Such insurance may, but need not, be for the benefit of all directors,
officers, or employees.

Item 8.  Exhibits.

         Exhibit Number    Description
         --------------    -----------

              4.1          Bank of Granite Corporation 2001 Incentive Stock
                           Option Plan

              4.2          Restated Certificate of Incorporation of the Company,
                           as amended (incorporated by reference to Exhibit 3(a)
                           to the Quarterly Report on Form 10-Q of the Company
                           for the fiscal quarter ended March 31, 2001)

              4.3          Bylaws of the Company (incorporated by reference to
                           Exhibit D of Pre-Effective Amendment No. 1 to
                           Registration Statement on Form S-4 (Registration
                           Statement No. 33-11876) of the Company filed on
                           February 23, 1987.

               5           Opinion of Robinson, Bradshaw & Hinson, P.A. with
                           respect to the validity of the shares being offered

              23.1         Consent of Robinson, Bradshaw & Hinson, P.A.
                           (contained in Exhibit 5)

              23.2         Consent of Deloitte & Touche LLP

              24.1         Powers of Attorney

Item 9.  Undertakings.

         The Company hereby undertakes as follows:

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

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment to 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;

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

         (4) 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 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; and

                             Bank of Granite Corporation, Form S-8, Page 4 of 23
5

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in such Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                             Bank of Granite Corporation, Form S-8, Page 5 of 23
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Granite Falls, State of North Carolina, on this 23rd
day of May, 2001.

                                            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 Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                           Title                           Date
---------                           -----                           ----

/s/ John A. Forlines, Jr.           Chairman, Chief Executive       May 23, 2001
----------------------------------  Officer and Director
John A. Forlines, Jr.

/s/ Charles M. Snipes               President and Director          May 23, 2001
----------------------------------
Charles M. Snipes

/s/ Kirby A. Tyndall                Chief Financial Officer         May 23, 2001
----------------------------------  (Principal Financial and
Kirby A. Tyndall                    Accounting Officer)

JOHN N. BRAY *                      Director                        May 23, 2001
----------------------------------
John N. Bray

PAUL M. FLEETWOOD, III *            Director                        May 23, 2001
----------------------------------
Paul M. Fleetwood, III

BARBARA F. FREIMAN *                Director                        May 23, 2001
----------------------------------
Barbara F. Freiman

HUGH R. GAITHER *                   Director                        May 23, 2001
----------------------------------
Hugh R. Gaither

BOYD C. WILSON *                    Director                        May 23, 2001
----------------------------------
Boyd C. Wilson

* By: /s/ Kirby A. Tyndall
      ----------------------------
      (Kirby A. Tyndall,
      Attorney-in-Fact)

                             Bank of Granite Corporation, Form S-8, Page 6 of 23
7

                                  EXHIBIT INDEX

   Exhibit Number  Description
   --------------  -----------
         4.1       Bank of Granite Corporation 2001 Incentive Stock Option Plan

         4.2       Restated Certificate of Incorporation of the Company, as
                   amended (incorporated by reference to Exhibit 3(a) to the
                   Quarterly Report on Form 10-Q of the Company for the fiscal
                   quarter ended March 31, 2001)

         4.3       Bylaws of the Company (incorporated by reference to Exhibit D
                   of Pre-Effective Amendment No. 1 to Registration Statement on
                   Form S-4 (Registration Statement No. 33-11876) of the Company
                   filed on February 23, 1987.

         5         Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                   the validity of the shares being offered

         23.1      Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                   Exhibit 5)

         23.2      Consent of Deloitte & Touche LLP

         24.1      Powers of Attorney

                             Bank of Granite Corporation, Form S-8, Page 7 of 23