<PAGE>   1


    As filed with the Securities and Exchange Commission on November 9, 1994
                                                     Registration No. __________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

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


           Arkansas                                            71-0538646
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                          MAIN AND WASHINGTON STREETS
                           EL DORADO, ARKANSAS 71730
                                 (501) 863-3181
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                       FIRST UNITED BANCSHARES, INC. 1994
                           EQUITY PARTICIPATION PLAN
                           (Full Title of the Plan)      

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


<TABLE>
<S>                                                       <C>
John E. Burns                                             Copies of Communications to:
Chief Financial Officer                                   S. Scott Luton, Esquire
Main and Washington Streets                               Ivester, Skinner & Camp, P.A.
El Dorado, Arkansas  71730                                111 Center Street, Suite 1200
(501) 863-3181                                            Little Rock, Arkansas  72201
(Name, address, including zip code, and telephone         (501) 376-7788
number, including area code, of agent for service)
</TABLE>                                          


                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
==================================================================================================================================
                                                 Proposed Maximum                  Proposed Maximum
Title of Securities        Amount to be         Offering Price Per                Aggregate Offering                 Amount of
 to be Registered           Registered                Share                              Price                    Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                             <C>                               <C>
 Common Stock             100,000 Shares            $31.75 (1)                      $3,175,000 (1)                    $635.00
(par value $1.00)
==================================================================================================================================
</TABLE>


    (1)  Calculated pursuant to paragraphs (c) and (h) of Rule 457 based upon
         the average of the bid and ask price for the common stock on November
         8, 1994, which is a date within five business days prior to the date
         of filing the Registration Statement.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the registration statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part 1
         of Form S-8.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by First United Bancshares, Inc.
("Registrant" or "Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:

         (1)     Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the "Form 10-K") filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act"); and

         (2)     Registrant's Current Report on Form 8-K filed June 16, 1994,
as amended under the cover of Form 8-K/A on August 12, 1994, pursuant to
Section 13(a) of the Exchange Act, said Current Report containing a statement
of historical and pro forma financials of Registrant and InvestArk Bankshares,
Inc. regarding Registrant's acquisition of InvestArk Bankshares, Inc. on June
14, 1994.

         (3)     Registrant's Current Report on Form 8-K filed October 18,
1994, pursuant to Section 13(a) of the Exchange Act, said Current Report
containing a restatement of the financial statements of Registrant after giving
effect to a pooling of interest transaction which was consummated on June 14,
1994.

         (4)     All other reports filed pursuant to Section 13(a) of the
Exchange Act, since the end of the fiscal year covered by the Form 10-K
referred to above.

         (5)     The description of Registrant's Common Stock contained in
Registrant's registration statement on Form S-4, which became effective May 6,
1994, Commission File No. 33-52341, and any amendment or report filed for the
purpose of updating such description.

         In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities being registered on this Form S-8 are
currently registered under Section 12 of the Securities Exchange Act of 1934,
as amended, and, therefore, this item is not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS





                                       2
<PAGE>   3
         The Arkansas Business Corporation Act of 1987 (the "Act") codified at
Ark. Code Ann. Section 4-27-101 et. seq. and more specifically at Ark. Code Ann.
Section 4-27-850 permits an Arkansas corporation to indemnify directors,
officers, employees and agents under some circumstances, and mandates
indemnification under certain limited circumstances.  The Act permits a
corporation to indemnify a director, officer, employee, or agent for expenses
(including attorneys' fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation.  Indemnification against expenses incurred by a director,
officer, employee or agent in connection with his defense of a proceeding
against such person for actions in such capacity is mandatory to the extent that
such person has been successful on the merits.  If a director, officer,
employee, or agent is determined to be liable to the corporation,
indemnification for expenses is not allowable, subject to limited exceptions
where a court deems the award of expenses appropriate.  The Act grants express
power to an Arkansas corporation to purchase liability insurance for its
directors, officers, employees and agents, regardless of whether any such person
is otherwise eligible for indemnification by the corporation.  Advancement of
expenses is permitted, but a person receiving such advances must repay those
expenses if it is ultimately determined that he is not entitled to
indemnifications.

         The Amended and Restated Articles of Incorporation and the Bylaws of
First United provides that the directors, officers, employees and agents of
First United shall be indemnified as set forth below.

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

         TWELFTH.  The 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 to the fullest extent permitted by the
Arkansas Business Corporation Act as it now exists or may hereafter be amended.

                                    BY-LAWS

         Section 6.   INDEMNIFICATION.  Every person who was or is a party or
is threatened to be made a party to or is involved in any action, suit,
proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust, or other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under and pursuant to any procedure
specified in the Arkansas Business Corporation Act of the State of Arkansas, as
amended and as the same may be amended hereafter, against all expenses,
liabilities, and losses (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
him in connection therewith.  Such right of indemnification shall be a contract
right that may be enforced in any lawful manner by such person.  Such right of
indemnification shall not be exclusive of any other right which such director
or officer may have or hereafter acquire and, without limiting the generality
of such statement, he shall be entitled to his rights of indemnification under
any agreement, vote of stockholders, provisions of law, or otherwise, as well
as his rights under this paragraph.

         The board of directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the Corporation would have power to indemnify
such person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         Exhibit No.              Description of Exhibit
         -----------              ----------------------

                5                 Opinion of Ivester, Skinner & Camp, P.A.

               23(a)              Consent of Arthur Andersen LLP, independent 
                                  accountants





                                       3
<PAGE>   4
               23(b)              Consent of Martin and Company, certified
                                  public accountants

               23(c)              Consent of Ivester, Skinner & Camp, P.A.
                                  (included as part of Exhibit 5)

               24                 Power of Attorney (included as part of
                                  Signature Page)

               99                 First United Bancshares, Inc. 1994 Equity
                                  Participation Plan

ITEM 9.  UNDERTAKINGS

         (a)     The undersigned Registrant hereby undertakes:

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

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

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

                 (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 (Section 239.13
         of this chapter) or Form S-8 (Section 239.16b of this chapter), and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to section 13 or section 15(d) of the 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 Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant'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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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 liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
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.





                                       4
<PAGE>   5
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 El Dorado, State of Arkansas, on  November 9,
1994.

                                        FIRST UNITED BANCSHARES, INC.



                                        /s/ James V. Kelley
                                        ---------------------------------------
                                        James V. Kelley
                                        Chairman, President and Chief Executive
                                        Officer



                                        /s/ John E. Burns
                                        ---------------------------------------
                                        John E. Burns
                                        Vice President and Chief Financial
                                        Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS:   That the undersigned, a Director or
Officer, or both, of First United Bancshares, Inc.  (the "Company"), acting
pursuant to authorization of the Board of Directors of the Company, hereby
appoints James V. Kelley and John E. Burns, attorney-in-fact and agents for me
and  in my name and on my behalf, individually and as a Director or Officer, or
both, of the Company, to sign a Registration Statement on Form S-8 and any
amendments (including post effective amendments) and supplements thereto, of
the Company to be filed with the Securities and Exchange Commission pursuant to
any applicable Rule under the Securities Act of 1933, as amended (the "Act")
with respect to the continuous issuance of the Company's Common Stock pursuant
to the Company's Equity Participation Plan, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.

         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.

         IN WITNESS WHEREOF,  I have hereunto set my hand this 9th day of
November, 1994.

<TABLE>
<CAPTION>
         Signature                                     Title                                     Date
         ---------                                     -----                                     ----
       <S>                                       <C>                                        <C>
       /s/ James V. Kelley                       Chairman, President,                       November 9, 1994
       -----------------------------             Chief Executive Officer                                    
       James V. Kelley                           and Director           
                                                                        
                                                 
       /s/ John E. Burns                         Vice President, Chief                      November 9, 1994
       -----------------------------             Financial Officer and                                      
       John E. Burns                             Principal Accounting Officer
                                                                             
                                                 
       /s/ E. Larry Burrow                       Director                                   November 9, 1994
       -----------------------------                                                                        
       E. Larry Burrow


       /s/ Claiborne P. Deming                   Director                                   November 9, 1994
       -----------------------------                                                                        
       Claiborne P. Deming
</TABLE>





                                       5
<PAGE>   6

<TABLE>
       <S>                                       <C>                                        <C>
       /s/ Grady E. DuPriest                     Director                                   November 9, 1994
       -----------------------------                                                                        
       Grady E. DuPriest


       /s/ William A. Eckert, Jr.                Director                                   November 9, 1994
       -----------------------------                                                                        
       William A. Eckert, Jr.


       /s/ Roy E. Ledbetter                      Director                                   November 9, 1994
       -----------------------------                                                                        
       Roy E. Ledbetter


       /s/ Michael F. Mahony                     Director                                   November 9, 1994
       -----------------------------                                                                        
       Michael F. Mahony


                                                 Director                                   __________, 1994        
       -----------------------------                                                        
       Richard H. Mason


                                                 Director                                   __________, 1994        
       -----------------------------                                                        
       Jack W. McNutt


       /s/ William E. Morgan, Jr.                Director                                   November 9, 1994
       -----------------------------                                                                        
       William E. Morgan, Jr.


       /s/ R. Madison Murphy                     Director                                   November 9, 1994
       -----------------------------                                                                        
       R. Madison Murphy


       /s/ Robert C. Nolan                       Director                                   November 9, 1994
       -----------------------------                                                                        
       Robert C. Nolan


       /s/ Paula M. O'Connor                     Director                                   November 9, 1994
       -----------------------------                                                                        
       Paula M. O'Connor


       /s/ Katherine Patton Ozment               Director                                   November 9, 1994
       -----------------------------                                                                        
       Katherine Patton Ozment


       /s/ Cal Partee, Jr.                       Director                                   November 9, 1994
       -----------------------------                                                                        
       Cal Partee, Jr.


       /s/ W. C. Partee                          Director                                   November 9, 1994
       -----------------------------                                                                        
       W. C. Partee


       /s/ Chesley Pruet                         Director                                   November 9, 1994
       -----------------------------                                                                        
       Chesley Pruet
</TABLE>





                                       6
<PAGE>   7

<TABLE>
       <S>                                       <C>                                        <C>
       /s/ John D. Trimble, Jr.                  Director                                   November 9, 1994
       -----------------------------                                                                        
       John D. Trimble, Jr.


       /s/ Ralph C. Weiser                       Director                                   November 9, 1994
       -----------------------------                                                                        
       Ralph C. Weiser


       /s/ David M. Yocum, Jr.                   Director                                   November 9, 1994
       -----------------------------                                                                        
       David M. Yocum, Jr.
</TABLE>





                                       7
<PAGE>   8
    As filed with the Securities and Exchange Commission on November 9, 1994

                                                         Registration No. ______

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



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           The Securities Act of 1933


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



                          FIRST UNITED BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)
<PAGE>   9

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


                         FIRST UNITED BANCSHARES, INC.
                        FORM S-8 REGISTRATION STATEMENT




                               INDEX TO EXHIBITS



       Exhibit No.              Description of Exhibit
       -----------              ----------------------

              5                 Opinion of Ivester, Skinner & Camp, P.A.

             23(a)              Consent of Arthur Andersen LLP, independent
                                accountants

             23(b)              Consent of Martin and Company, certified public
                                accountants

             23(c)              Consent of Ivester, Skinner & Camp, P.A.
                                (included as part of Exhibit 5)

             24                 Power of Attorney (include as part of Signature
                                Page)

             99                 First United Bancshares, Inc. 1994 Equity
                                Participation Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26428}]
{"company-data": {"conformed-name": "FIRST UNITED BANCSHARES INC /AR/", "cik": "0000355883", "assigned-sic": "6022", "irs-number": "710538646", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56387", "film-number": "94558363"}, "business-address": {"street1": "MAIN & WASHINGTON STREET", "street2": "P.O. BOX 751", "city": "EL DORADO", "state": "AR", "zip": "71730", "phone": "5018633181"}, "mail-address": {"street1": "P.O. BOX 751", "city": "EL DORADO", "state": "AR", "zip": "71730"}}
1

    As filed with the Securities and Exchange Commission on November 9, 1994
                                                     Registration No. __________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

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

           Arkansas                                            71-0538646
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                             Identification No.)

                          MAIN AND WASHINGTON STREETS
                           EL DORADO, ARKANSAS 71730
                                 (501) 863-3181
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

                       FIRST UNITED BANCSHARES, INC. 1994
                           EQUITY PARTICIPATION PLAN
                           (Full Title of the Plan)      

                            ------------------------
John E. Burns                                             Copies of Communications to:
Chief Financial Officer                                   S. Scott Luton, Esquire
Main and Washington Streets                               Ivester, Skinner & Camp, P.A.
El Dorado, Arkansas  71730                                111 Center Street, Suite 1200
(501) 863-3181                                            Little Rock, Arkansas  72201
(Name, address, including zip code, and telephone         (501) 376-7788
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                 Proposed Maximum                  Proposed Maximum
Title of Securities        Amount to be         Offering Price Per                Aggregate Offering                 Amount of
 to be Registered           Registered                Share                              Price                    Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock             100,000 Shares            $31.75 (1)                      $3,175,000 (1)                    $635.00
(par value $1.00)
==================================================================================================================================
(1)  Calculated pursuant to paragraphs (c) and (h) of Rule 457 based upon
         the average of the bid and ask price for the common stock on November
         8, 1994, which is a date within five business days prior to the date
         of filing the Registration Statement.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *

*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from the registration statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part 1
         of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by First United Bancshares, Inc.
("Registrant" or "Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:

         (1)     Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the "Form 10-K") filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act"); and

         (2)     Registrant's Current Report on Form 8-K filed June 16, 1994,
as amended under the cover of Form 8-K/A on August 12, 1994, pursuant to
Section 13(a) of the Exchange Act, said Current Report containing a statement
of historical and pro forma financials of Registrant and InvestArk Bankshares,
Inc. regarding Registrant's acquisition of InvestArk Bankshares, Inc. on June
14, 1994.

         (3)     Registrant's Current Report on Form 8-K filed October 18,
1994, pursuant to Section 13(a) of the Exchange Act, said Current Report
containing a restatement of the financial statements of Registrant after giving
effect to a pooling of interest transaction which was consummated on June 14,
1994.

         (4)     All other reports filed pursuant to Section 13(a) of the
Exchange Act, since the end of the fiscal year covered by the Form 10-K
referred to above.

         (5)     The description of Registrant's Common Stock contained in
Registrant's registration statement on Form S-4, which became effective May 6,
1994, Commission File No. 33-52341, and any amendment or report filed for the
purpose of updating such description.

         In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities being registered on this Form S-8 are
currently registered under Section 12 of the Securities Exchange Act of 1934,
as amended, and, therefore, this item is not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                                       2
3
         The Arkansas Business Corporation Act of 1987 (the "Act") codified at
Ark. Code Ann. Section 4-27-101 et. seq. and more specifically at Ark. Code Ann.
Section 4-27-850 permits an Arkansas corporation to indemnify directors,
officers, employees and agents under some circumstances, and mandates
indemnification under certain limited circumstances.  The Act permits a
corporation to indemnify a director, officer, employee, or agent for expenses
(including attorneys' fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation.  Indemnification against expenses incurred by a director,
officer, employee or agent in connection with his defense of a proceeding
against such person for actions in such capacity is mandatory to the extent that
such person has been successful on the merits.  If a director, officer,
employee, or agent is determined to be liable to the corporation,
indemnification for expenses is not allowable, subject to limited exceptions
where a court deems the award of expenses appropriate.  The Act grants express
power to an Arkansas corporation to purchase liability insurance for its
directors, officers, employees and agents, regardless of whether any such person
is otherwise eligible for indemnification by the corporation.  Advancement of
expenses is permitted, but a person receiving such advances must repay those
expenses if it is ultimately determined that he is not entitled to
indemnifications.

         The Amended and Restated Articles of Incorporation and the Bylaws of
First United provides that the directors, officers, employees and agents of
First United shall be indemnified as set forth below.

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

         TWELFTH.  The 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 to the fullest extent permitted by the
Arkansas Business Corporation Act as it now exists or may hereafter be amended.

                                    BY-LAWS

         Section 6.   INDEMNIFICATION.  Every person who was or is a party or
is threatened to be made a party to or is involved in any action, suit,
proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he is or was a director or officer of the Corporation
or is or was serving at the request of the Corporation as a director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust, or other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under and pursuant to any procedure
specified in the Arkansas Business Corporation Act of the State of Arkansas, as
amended and as the same may be amended hereafter, against all expenses,
liabilities, and losses (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
him in connection therewith.  Such right of indemnification shall be a contract
right that may be enforced in any lawful manner by such person.  Such right of
indemnification shall not be exclusive of any other right which such director
or officer may have or hereafter acquire and, without limiting the generality
of such statement, he shall be entitled to his rights of indemnification under
any agreement, vote of stockholders, provisions of law, or otherwise, as well
as his rights under this paragraph.

         The board of directors may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the Corporation would have power to indemnify
such person.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         Exhibit No.              Description of Exhibit
         -----------              ----------------------

                5                 Opinion of Ivester, Skinner & Camp, P.A.

               23(a)              Consent of Arthur Andersen LLP, independent 
                                  accountants

                                       3
4
               23(b)              Consent of Martin and Company, certified
                                  public accountants

               23(c)              Consent of Ivester, Skinner & Camp, P.A.
                                  (included as part of Exhibit 5)

               24                 Power of Attorney (included as part of
                                  Signature Page)

               99                 First United Bancshares, Inc. 1994 Equity
                                  Participation Plan

ITEM 9.  UNDERTAKINGS

         (a)     The undersigned Registrant hereby undertakes:

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

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

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

                 (iii)  To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the registration statement is on Form S-3 (Section 239.13
         of this chapter) or Form S-8 (Section 239.16b of this chapter), and
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Registrant pursuant to section 13 or section 15(d) of the 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 Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant'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 the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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 liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
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.

                                       4
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 El Dorado, State of Arkansas, on  November 9,
1994.

                                        FIRST UNITED BANCSHARES, INC.

                                        /s/ James V. Kelley
                                        ---------------------------------------
                                        James V. Kelley
                                        Chairman, President and Chief Executive
                                        Officer

                                        /s/ John E. Burns
                                        ---------------------------------------
                                        John E. Burns
                                        Vice President and Chief Financial
                                        Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS:   That the undersigned, a Director or
Officer, or both, of First United Bancshares, Inc.  (the "Company"), acting
pursuant to authorization of the Board of Directors of the Company, hereby
appoints James V. Kelley and John E. Burns, attorney-in-fact and agents for me
and  in my name and on my behalf, individually and as a Director or Officer, or
both, of the Company, to sign a Registration Statement on Form S-8 and any
amendments (including post effective amendments) and supplements thereto, of
the Company to be filed with the Securities and Exchange Commission pursuant to
any applicable Rule under the Securities Act of 1933, as amended (the "Act")
with respect to the continuous issuance of the Company's Common Stock pursuant
to the Company's Equity Participation Plan, and generally to do and perform all
things necessary to be done in connection with the foregoing as fully in all
respects as I could do personally.

         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.

         IN WITNESS WHEREOF,  I have hereunto set my hand this 9th day of
November, 1994.
Signature                                     Title                                     Date
         ---------                                     -----                                     ----
/s/ James V. Kelley                       Chairman, President,                       November 9, 1994
       -----------------------------             Chief Executive Officer                                    
       James V. Kelley                           and Director           
                                                                        
                                                 
       /s/ John E. Burns                         Vice President, Chief                      November 9, 1994
       -----------------------------             Financial Officer and                                      
       John E. Burns                             Principal Accounting Officer
                                                                             
                                                 
       /s/ E. Larry Burrow                       Director                                   November 9, 1994
       -----------------------------                                                                        
       E. Larry Burrow

       /s/ Claiborne P. Deming                   Director                                   November 9, 1994
       -----------------------------                                                                        
       Claiborne P. Deming
5
6
/s/ Grady E. DuPriest                     Director                                   November 9, 1994
       -----------------------------                                                                        
       Grady E. DuPriest

       /s/ William A. Eckert, Jr.                Director                                   November 9, 1994
       -----------------------------                                                                        
       William A. Eckert, Jr.

       /s/ Roy E. Ledbetter                      Director                                   November 9, 1994
       -----------------------------                                                                        
       Roy E. Ledbetter

       /s/ Michael F. Mahony                     Director                                   November 9, 1994
       -----------------------------                                                                        
       Michael F. Mahony

                                                 Director                                   __________, 1994        
       -----------------------------                                                        
       Richard H. Mason

                                                 Director                                   __________, 1994        
       -----------------------------                                                        
       Jack W. McNutt

       /s/ William E. Morgan, Jr.                Director                                   November 9, 1994
       -----------------------------                                                                        
       William E. Morgan, Jr.

       /s/ R. Madison Murphy                     Director                                   November 9, 1994
       -----------------------------                                                                        
       R. Madison Murphy

       /s/ Robert C. Nolan                       Director                                   November 9, 1994
       -----------------------------                                                                        
       Robert C. Nolan

       /s/ Paula M. O'Connor                     Director                                   November 9, 1994
       -----------------------------                                                                        
       Paula M. O'Connor

       /s/ Katherine Patton Ozment               Director                                   November 9, 1994
       -----------------------------                                                                        
       Katherine Patton Ozment

       /s/ Cal Partee, Jr.                       Director                                   November 9, 1994
       -----------------------------                                                                        
       Cal Partee, Jr.

       /s/ W. C. Partee                          Director                                   November 9, 1994
       -----------------------------                                                                        
       W. C. Partee

       /s/ Chesley Pruet                         Director                                   November 9, 1994
       -----------------------------                                                                        
       Chesley Pruet
6
7
/s/ John D. Trimble, Jr.                  Director                                   November 9, 1994
       -----------------------------                                                                        
       John D. Trimble, Jr.

       /s/ Ralph C. Weiser                       Director                                   November 9, 1994
       -----------------------------                                                                        
       Ralph C. Weiser

       /s/ David M. Yocum, Jr.                   Director                                   November 9, 1994
       -----------------------------                                                                        
       David M. Yocum, Jr.
7
8
    As filed with the Securities and Exchange Commission on November 9, 1994

                                                         Registration No. ______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     Under

                           The Securities Act of 1933

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

                          FIRST UNITED BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)
9

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

                         FIRST UNITED BANCSHARES, INC.
                        FORM S-8 REGISTRATION STATEMENT

                               INDEX TO EXHIBITS

       Exhibit No.              Description of Exhibit
       -----------              ----------------------

              5                 Opinion of Ivester, Skinner & Camp, P.A.

             23(a)              Consent of Arthur Andersen LLP, independent
                                accountants

             23(b)              Consent of Martin and Company, certified public
                                accountants

             23(c)              Consent of Ivester, Skinner & Camp, P.A.
                                (included as part of Exhibit 5)

             24                 Power of Attorney (include as part of Signature
                                Page)

             99                 First United Bancshares, Inc. 1994 Equity
                                Participation Plan