<PAGE>   1
      As filed with the Securities and Exchange Commission on May 14, 1996
                                                      REGISTRATION NO. ____
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                         FRANKLIN BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                          <C>
           Delaware                                        52-163261
(State or other jurisdiction of              (I.R.S. Employer Identification No.)
incorporation or organization)            
                                          
   1722 I (Eye) Street, N.W.                                 20006
       Washington, D.C.                                    (Zip Code)
     (Address of Principal                
      Executive Offices)                  
</TABLE>                                    

                         FRANKLIN BANCORPORATION, INC.
                 STOCK OPTION AGREEMENT FOR WILLIAM J. RIDENOUR
                            (Full title of the plan)

         Robert P. Pincus                     Charles A. Sweet, Esq.
             President                          Williams & Connolly
   Franklin Bancorporation, Inc.              725 - 12th Street, N.W.
     1722 I (Eye) Street, N.W.                Washington, D.C.  20005
      Washington, D.C.  20006                     (202) 434-5000
    (Name and address of agent                       (Copy to)
           for service)                      
                                             
          (202) 429-9888                     
 (Telephone number, including area           
    code, of agent for service)              

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                          Proposed            Proposed
                                   Amount                 maximum              maximum
   Title of securities             to be               offering price         aggregate            Amount of
    to be registered             registered              per share         offering price      registration fee
- ---------------------------------------------------------------------------------------------------------------
    <S>                          <C>                       <C>               <C>                    <C>
    Common Stock                 11,300(1)                 $3.24             $36,612.00             $100.00
    $0.10 par value                                                                                           
===============================================================================================================
</TABLE>

(1)    The Franklin Bancorporation, Inc. Stock Option Agreement for William J.
       Ridenour (the "Plan") authorizes the issuance of a maximum of 11,300
       shares of common stock, $0.10 par value ("Common Stock"), all of which
       are being registered hereunder.  All 11,300 shares of Common Stock
       authorized to be issued under the Plan are subject to outstanding
       options granted under the Plan and -0- are available for future grants
       thereunder.


- --------------------------------------------------------------------------------
<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 (the "Commission") by Franklin Bancorporation, Inc. (the "Company"),
Commission File No. 0-20880, are incorporated by reference in this Registration
Statement:

                 (a)      The Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1995 filed with the Commission on March
         29, 1996.

                 (b)      The description of the Company's common stock, par
         value $.10, contained in the Company's Registration Statement on Form
         S-4, filed with the Commission on August 24, 1994, as amended by
         Amendment No. 1 thereto filed with the Commission on October 24, 1994
         and Amendment No. 2 thereto filed with the Commission on November 1,
         1994, as declared effective by the Commission on November 3, 1994 and
         all amendments and reports subsequently filed for the purpose of
         updating that description.

         In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "GCL")
provides that a business corporation may indemnify directors and officers
against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interest of the
corporation.  Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party





                                       2
<PAGE>   3
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 or enterprise, against expenses (including attorney's
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 reasonable cause to believe that his conduct was
unlawful.

         Subsection (b) of Section 145 of the GCL empowers a corporation to
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 standards similar to those set forth above, except that no
indemnification may 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 Delaware Court of Chancery or 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 be indemnified for such
expenses which the court shall deem proper.

         Section 145 of the GCL further provides that, among other things, to
the extent that a director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in Subsections (a)
and (b) of Section 145, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including 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 a
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and 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 against
such liability under Section 145.

         The Certificate of Incorporation and Bylaws of the Company provide for
the mandatory indemnification of directors and officers to the full extent
permitted by law.

         As permitted by Section 102(b)(7) of the GCL, the Certificate of
Incorporation of the Company also provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the GCL (dealing with unlawful dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION.

                 Not applicable.





                                       3
<PAGE>   4
ITEM 8.  EXHIBITS.

4.1      --      Franklin Bancorporation, Inc. Stock Option Agreement for
                 William J. Ridenour.

4.2      --      Article IV of Certificate of Incorporation of Franklin
                 Bancorporation, Inc. (incorporated by reference from Exhibit 3
                 to the Company's Registration Statement on Form S-4. Reg. No.
                 33-46835, filed March 30, 1992 (the "1992 S-4")).

4.3      --      Bylaws of Franklin Bancorporation, Inc. (incorporated by
                 reference from Exhibit 3 to the 1992 S-4).

5.1      --      Opinion of Williams & Connolly regarding legality of
                 securities being registered.

23.1     --      Consent of Price Waterhouse LLP.

23.2     --      Consent of Coopers & Lybrand L.L.P.

23.3     --      Consent of Williams & Connolly (included in Exhibit 5.1).

24.1     --      Power of Attorney (included on pages 6-7).

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; and

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply to information required to be included in a post-effective
         amendment by those paragraphs and which 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 the registration statement.





                                       4
<PAGE>   5
                 (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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)              Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.





                                       5
<PAGE>   6
                                   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 Washington, District of Columbia, on May 8,
1996.

                               FRANKLIN BANCORPORATION, INC.
                               
                               
                               
                               By:  /s/ ROBERT P. PINCUS               
                                    -----------------------------------
                                     Robert P. Pincus
                                     President


         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.

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and
officers of Franklin Bancorporation, Inc., a Delaware corporation (the
"Corporation"), hereby constitute and appoint each of Robert P. Pincus and
Diane M. Begg, with full power of substitution, their true and lawful attorney
and agent to sign the names of the undersigned directors and officers in the
capacities indicated below to the registration statement to which this Power of
Attorney is filed as an exhibit, and all amendments (including post-effective
amendments) and supplements thereto, and all instruments or documents filed as
a part thereof or in connection therewith and to file the same, with all
exhibits thereto, and all other instruments or documents in connection
therewith, with the Securities and Exchange Commission; and each of the
undersigned hereby ratifies and confirms that all said attorney or agent shall
do or cause to be done by virtue hereof.


<TABLE>
<CAPTION>
            Signature and Title                                                         Date
            -------------------                                                         ----
<S>                                                                                  <C>
/s/ ROBERT P. PINCUS                                                                 May 8, 1996
- --------------------------------------------------                                              
Robert P. Pincus
President, Chief Executive Officer
  and Director (Principal
  Executive Officer)
</TABLE>





                                       6
<PAGE>   7
<TABLE>
<S>                                                                                           <C>
/s/ DIANE M. BEGG                                                                             May 8, 1996
- ------------------------------------------                                                               
Diane M. Begg                                         
Senior Vice President, Chief Financial                
  Officer and Assistant Secretary                     
  (Principal Financial and                            
  Accounting Officer)                                 
                                                      
                                                      
                                                      
                                                      
/s/ GEORGE CHOPIVSKY, JR.                                                                     May 8, 1996
- ------------------------------------------                                                               
George Chopivsky, Jr.                                 
Director                                              
                                                      
                                                      
                                                      
                                                      
/s/ JOSEPH B. GILDENHORN                                                                      May 8, 1996
- ------------------------------------------                                                               
Joseph B. Gildenhorn                                  
Director                                              
                                                      
                                                      
                                                      
/s/ STEPHEN S. HAAS                                                                           May 8, 1996
- ------------------------------------------                                                               
Stephen S. Haas                                       
Director                                              
                                                      
                                                      
                                                      
/s/ SUSAN B. HEPNER                                                                           May 8, 1996
- ------------------------------------------                                                               
Susan B. Hepner                                       
Director                                              
                                                      
                                                      
                                                      
/s/ GANT REDMON                                                                               May 8, 1996
- ------------------------------------------                                                               
Gant Redmon                                           
Director                                              
                                                      
                                                      
                                                      
/s/ JOSEPH R. SCHUBLE, SR.                                                                    May 8, 1996
- ------------------------------------------                                                               
Joseph R. Schuble, Sr.                                
Director and Chairman of                              
 the Board of Directors                               
                                                      
                                                      
                                                      
/s/ JAMES C. STEARNS                                                                          May 8, 1996
- ------------------------------------------                                                               
James C. Stearns                                      
Director                                              
                                                      
                                                      
                                                      
/s/H. PETER LARSON, III                                                                       May 8, 1996
- ------------------------------------------                                                               
H. Peter Larson, III
Director
</TABLE>





                                       7
<PAGE>   8
                                 Exhibit Index


<TABLE>
<CAPTION>
Exhibit                                                                                               Page
- -------                                                                                               ----
<S>      <C>     <C>                                                                                  <C>
4.1      --      Franklin Bancorporation, Inc. Stock Option Agreement for William J.
                 Ridenour . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9

4.2      --      Article IV of Certificate of Incorporation of Franklin Bancorporation, Inc.
                 (incorporated by reference from Exhibit 3 to the Company's Registration
                 Statement on Form S-4. Reg. No. 33-46835, filed March 30, 1992
                 (the "1992 S-4")).

4.3      --      Bylaws of Franklin Bancorporation, Inc. (incorporated by reference
                 from Exhibit 3 to the 1992 S-4).

5.1      --      Opinion of Williams & Connolly regarding legality of securities being
                 registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17

23.1     --      Consent of Price Waterhouse LLP  . . . . . . . . . . . . . . . . . . . . . . . .    22

23.2     --      Consent of Coopers & Lybrand L.L.P.  . . . . . . . . . . . . . . . . . . . . . .    24

23.3     --      Consent of Williams & Connolly (included in Exhibit 5.1).

24.1     --      Power of Attorney (included on pages 6-7).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FRANKLIN BANCORPORATION, INC. S-8", "secsgml_size_bytes": 24602}]
{"company-data": {"conformed-name": "FRANKLIN BANCORPORATION INC", "cik": "0000875986", "assigned-sic": "6021", "irs-number": "521632361", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03711", "film-number": "96563953"}, "business-address": {"street1": "1722 I (EYE) STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20006", "phone": "2024299888"}, "mail-address": {"street1": "1722 I STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20006"}}
1
      As filed with the Securities and Exchange Commission on May 14, 1996
                                                      REGISTRATION NO. ____
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

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

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

                         FRANKLIN BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                        52-163261
(State or other jurisdiction of              (I.R.S. Employer Identification No.)
incorporation or organization)            
                                          
   1722 I (Eye) Street, N.W.                                 20006
       Washington, D.C.                                    (Zip Code)
     (Address of Principal                
      Executive Offices)
FRANKLIN BANCORPORATION, INC.
                 STOCK OPTION AGREEMENT FOR WILLIAM J. RIDENOUR
                            (Full title of the plan)

         Robert P. Pincus                     Charles A. Sweet, Esq.
             President                          Williams & Connolly
   Franklin Bancorporation, Inc.              725 - 12th Street, N.W.
     1722 I (Eye) Street, N.W.                Washington, D.C.  20005
      Washington, D.C.  20006                     (202) 434-5000
    (Name and address of agent                       (Copy to)
           for service)                      
                                             
          (202) 429-9888                     
 (Telephone number, including area           
    code, of agent for service)              

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                          Proposed            Proposed
                                   Amount                 maximum              maximum
   Title of securities             to be               offering price         aggregate            Amount of
    to be registered             registered              per share         offering price      registration fee
- ---------------------------------------------------------------------------------------------------------------
Common Stock                 11,300(1)                 $3.24             $36,612.00             $100.00
    $0.10 par value                                                                                           
===============================================================================================================
(1)    The Franklin Bancorporation, Inc. Stock Option Agreement for William J.
       Ridenour (the "Plan") authorizes the issuance of a maximum of 11,300
       shares of common stock, $0.10 par value ("Common Stock"), all of which
       are being registered hereunder.  All 11,300 shares of Common Stock
       authorized to be issued under the Plan are subject to outstanding
       options granted under the Plan and -0- are available for future grants
       thereunder.

- --------------------------------------------------------------------------------
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 (the "Commission") by Franklin Bancorporation, Inc. (the "Company"),
Commission File No. 0-20880, are incorporated by reference in this Registration
Statement:

                 (a)      The Company's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1995 filed with the Commission on March
         29, 1996.

                 (b)      The description of the Company's common stock, par
         value $.10, contained in the Company's Registration Statement on Form
         S-4, filed with the Commission on August 24, 1994, as amended by
         Amendment No. 1 thereto filed with the Commission on October 24, 1994
         and Amendment No. 2 thereto filed with the Commission on November 1,
         1994, as declared effective by the Commission on November 3, 1994 and
         all amendments and reports subsequently filed for the purpose of
         updating that description.

         In addition to the foregoing documents, all documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed
to be incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "GCL")
provides that a business corporation may indemnify directors and officers
against liabilities they may incur in such capacities provided certain
standards are met, including good faith and the reasonable belief that the
particular action was in, or not opposed to, the best interest of the
corporation.  Subsection (a) of Section 145 of the GCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party

                                       2
3
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 or enterprise, against expenses (including attorney's
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 reasonable cause to believe that his conduct was
unlawful.

         Subsection (b) of Section 145 of the GCL empowers a corporation to
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 standards similar to those set forth above, except that no
indemnification may 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 Delaware Court of Chancery or 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 be indemnified for such
expenses which the court shall deem proper.

         Section 145 of the GCL further provides that, among other things, to
the extent that a director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in Subsections (a)
and (b) of Section 145, or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including 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 a
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and 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 against
such liability under Section 145.

         The Certificate of Incorporation and Bylaws of the Company provide for
the mandatory indemnification of directors and officers to the full extent
permitted by law.

         As permitted by Section 102(b)(7) of the GCL, the Certificate of
Incorporation of the Company also provides that a director shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of his or her fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the GCL (dealing with unlawful dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION.

                 Not applicable.

                                       3
4
ITEM 8.  EXHIBITS.

4.1      --      Franklin Bancorporation, Inc. Stock Option Agreement for
                 William J. Ridenour.

4.2      --      Article IV of Certificate of Incorporation of Franklin
                 Bancorporation, Inc. (incorporated by reference from Exhibit 3
                 to the Company's Registration Statement on Form S-4. Reg. No.
                 33-46835, filed March 30, 1992 (the "1992 S-4")).

4.3      --      Bylaws of Franklin Bancorporation, Inc. (incorporated by
                 reference from Exhibit 3 to the 1992 S-4).

5.1      --      Opinion of Williams & Connolly regarding legality of
                 securities being registered.

23.1     --      Consent of Price Waterhouse LLP.

23.2     --      Consent of Coopers & Lybrand L.L.P.

23.3     --      Consent of Williams & Connolly (included in Exhibit 5.1).

24.1     --      Power of Attorney (included on pages 6-7).

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; and

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

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
         apply to information required to be included in a post-effective
         amendment by those paragraphs and which 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 the registration statement.

                                       4
5
                 (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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)              Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                       5
6
                                   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 Washington, District of Columbia, on May 8,
1996.

                               FRANKLIN BANCORPORATION, INC.
                               
                               
                               
                               By:  /s/ ROBERT P. PINCUS               
                                    -----------------------------------
                                     Robert P. Pincus
                                     President

         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.

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that, the undersigned directors and
officers of Franklin Bancorporation, Inc., a Delaware corporation (the
"Corporation"), hereby constitute and appoint each of Robert P. Pincus and
Diane M. Begg, with full power of substitution, their true and lawful attorney
and agent to sign the names of the undersigned directors and officers in the
capacities indicated below to the registration statement to which this Power of
Attorney is filed as an exhibit, and all amendments (including post-effective
amendments) and supplements thereto, and all instruments or documents filed as
a part thereof or in connection therewith and to file the same, with all
exhibits thereto, and all other instruments or documents in connection
therewith, with the Securities and Exchange Commission; and each of the
undersigned hereby ratifies and confirms that all said attorney or agent shall
do or cause to be done by virtue hereof.
Signature and Title                                                         Date
            -------------------                                                         ----
/s/ ROBERT P. PINCUS                                                                 May 8, 1996
- --------------------------------------------------                                              
Robert P. Pincus
President, Chief Executive Officer
  and Director (Principal
  Executive Officer)
6
7
/s/ DIANE M. BEGG                                                                             May 8, 1996
- ------------------------------------------                                                               
Diane M. Begg                                         
Senior Vice President, Chief Financial                
  Officer and Assistant Secretary                     
  (Principal Financial and                            
  Accounting Officer)                                 
                                                      
                                                      
                                                      
                                                      
/s/ GEORGE CHOPIVSKY, JR.                                                                     May 8, 1996
- ------------------------------------------                                                               
George Chopivsky, Jr.                                 
Director                                              
                                                      
                                                      
                                                      
                                                      
/s/ JOSEPH B. GILDENHORN                                                                      May 8, 1996
- ------------------------------------------                                                               
Joseph B. Gildenhorn                                  
Director                                              
                                                      
                                                      
                                                      
/s/ STEPHEN S. HAAS                                                                           May 8, 1996
- ------------------------------------------                                                               
Stephen S. Haas                                       
Director                                              
                                                      
                                                      
                                                      
/s/ SUSAN B. HEPNER                                                                           May 8, 1996
- ------------------------------------------                                                               
Susan B. Hepner                                       
Director                                              
                                                      
                                                      
                                                      
/s/ GANT REDMON                                                                               May 8, 1996
- ------------------------------------------                                                               
Gant Redmon                                           
Director                                              
                                                      
                                                      
                                                      
/s/ JOSEPH R. SCHUBLE, SR.                                                                    May 8, 1996
- ------------------------------------------                                                               
Joseph R. Schuble, Sr.                                
Director and Chairman of                              
 the Board of Directors                               
                                                      
                                                      
                                                      
/s/ JAMES C. STEARNS                                                                          May 8, 1996
- ------------------------------------------                                                               
James C. Stearns                                      
Director                                              
                                                      
                                                      
                                                      
/s/H. PETER LARSON, III                                                                       May 8, 1996
- ------------------------------------------                                                               
H. Peter Larson, III
Director
7
8
                                 Exhibit Index
Exhibit                                                                                               Page
- -------                                                                                               ----
4.1      --      Franklin Bancorporation, Inc. Stock Option Agreement for William J.
                 Ridenour . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9

4.2      --      Article IV of Certificate of Incorporation of Franklin Bancorporation, Inc.
                 (incorporated by reference from Exhibit 3 to the Company's Registration
                 Statement on Form S-4. Reg. No. 33-46835, filed March 30, 1992
                 (the "1992 S-4")).

4.3      --      Bylaws of Franklin Bancorporation, Inc. (incorporated by reference
                 from Exhibit 3 to the 1992 S-4).

5.1      --      Opinion of Williams & Connolly regarding legality of securities being
                 registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17

23.1     --      Consent of Price Waterhouse LLP  . . . . . . . . . . . . . . . . . . . . . . . .    22

23.2     --      Consent of Coopers & Lybrand L.L.P.  . . . . . . . . . . . . . . . . . . . . . .    24

23.3     --      Consent of Williams & Connolly (included in Exhibit 5.1).

24.1     --      Power of Attorney (included on pages 6-7).