As filed with the Securities and Exchange Commission on
           December 20, 1994      Registration No. _______________
                                                                 
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                                       
                                   
                    FORM S-8 REGISTRATION STATEMENT
                    Under the Securities Act of 1933
                                                        
                                   
                      FIRST NATIONAL BANCORP                    
          (Exact name of Registrant as Specified in its Charter)
                                   
           GEORGIA                                  58-1415138
     (State or other juris-                       (I.R.S. Employer
     diction of incorporation                      Identification
     or organization)                                   No.)

                   303 Jesse Jewell Parkway, Suite 700
                           P. O. Drawer 937
                      Gainesville, Georgia 30503
     (Address of principal executive offices including zip code)
                                   
            FIRST NATIONAL BANCORP PERFORMANCE-BASED
                      RESTRICTED STOCK PLAN
                     (Full Title of the Plan)
                                   
                            C. Talmadge Garrison
                           First National Bancorp
                     303 Jesse Jewell Parkway, Suite 700
                         Gainesville, Georgia 30501
                              (404) 503-2104
     (Name and address, and telephone Number of agent for service)
                                   
              Please send copies of all correspondence to:
                          T. Treadwell Syfan
                       Stewart, Melvin & Frost
                           Attorneys at Law
                     Hunt Tower, 200 Main Street 
                            P. O. Box 3280
                      Gainesville, Georgia 30503
                            (404) 536-0101         


                 CALCULATION OF REGISTRATION FEE

                                                      

                              Proposed       Proposed
Title of                      Maximum        Maximum        Amount of
Securities     Amount         Offering       Aggregate      Registra-
Being          Being          Price          Offering       tion
Registered     Registered(1)  Per Share(2)   Price(2)       Fee(2)

Common
Stock
$1.00 par                     $29.00/$33.00/             
Value          112,000 shrs.     $37.00      $3,768,340     $1,299.43 

__________________________________

(1)  Plus such indeterminate number of additional shares as may be
required to be issued in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from
a subdivision of such shares, the payment of a stock dividend or certain
other capital adjustments.

(2)  Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457(h).  For purposes of such calculation, the
shares are deemed to be offered at the prices at which such restricted
stock may be issued (31,033 shares at $29.00; 31,849 shares at $33.00;
49,118 shares at $37.00).

                                                                  

An index of all Exhibits attached hereto is provided at page __.
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     Item 3.  Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference
in this Registration Statement and made a part hereof:

     (1)  Annual Report of First National Bancorp ("FBAC") on Form
10-K for the fiscal year ended December 31, 1993, filed with the
Securities and Exchange Commission pursuant to Section 13 of the
Securities Exchange Act of 1934.

     (2)  All other reports filed by FBAC pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (1) above.

     (3)  The description of FBAC common stock contained in FBAC's
Registration Statement on Form S-14 (File No. 2-71367) declared
effective on April 30, 1981, as such description is updated by
FBAC's Current Report on Form 8-K, dated April 20, 1988, and by
FBAC's Current Report on Form 8-K, dated April 23, 1993.

     All documents subsequently filed by FBAC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicated
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 prospectus and to be a part
hereof from the date of filing of such documents.

     Item 5.  Interests of Named Experts and Counsel.

     The legality of the shares of common stock of FBAC to be
issued under the Plan will be passed upon by Stewart, Melvin &
Frost, Attorneys-at-Law, Sixth Floor, Hunt Tower, 200 Main Street,
Gainesville, Georgia  30501.  W. Woodrow Stewart is a partner in
the firm and is a stockholder and director of FBAC and a director
of The First National Bank of Gainesville, a FBAC subsidiary.  J.
Kenneth Nix, Sr. is a partner in the firm and is a stockholder and
director of FBAC and a director of First National Bank of White
County, a FBAC subsidiary.  In addition, certain partners and
associates of Stewart, Melvin & Frost, including the attorneys in
the firm who have participated in this matter, own substantial
shares of FBAC stock.  Stewart, Melvin & Frost serves as general
counsel to FBAC, The First National Bank of Gainesville, and First
National Bank of White County.

     Item 6.  Indemnification of Directors and Officers.

     The by-laws of FBAC provide that any person may be indemnified
or reimbursed by FBAC for reasonable expenses actually incurred in
connection with any action, suit or proceeding, civil or criminal,
to which he shall be made a party by reason of his being or having
been a director, officer or employee of FBAC or of any firm,
corporation or organization which he served in any such capacity at
the request of FBAC.  However, under the by-laws, no person may be
indemnified or reimbursed in relation to any matter in such action,
suit or proceeding as to which he is finally adjudged to have been
guilty of or liable for gross negligence, willful misconduct, or
criminal acts in the performance of his duties for FBAC.  In
addition, the by-laws provide that no person shall be indemnified
or reimbursed in relation to any matter in such action, suit or
proceeding which has been made the subject of a compromise
settlement except with the approval of a court of competent
jurisdiction, or the holders of record of a majority of the
outstanding shares of FBAC, or the Board of Directors, acting by
vote of the directors not parties to the same or substantially the
same action, suit or proceeding constituting a majority of the
whole number of directors.  The foregoing right of indemnification
or reimbursement is not exclusive of other rights to which such
person may be entitled as a matter of law.

     In addition, Georgia law provides broad discretion to
directors and shareholders of corporations to indemnify officers,
directors and employees against liabilities and expenses of
defending civil (and in some cases criminal) matters.  See Official
Code of Georgia Annotated, Section 14-2-156.

     In general, the effect of the above-referenced statute and of
the by-laws of FBAC is that FBAC will indemnify its directors,
officers and employees for reasonable expenses and damages actually
incurred in connection with any action, suit or proceeding, civil
or criminal, to which they shall be made a party by reason of their
being or having been directors, officers or employees of the
corporation, provided that such persons are not finally adjudged to
have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of their duties for
FBAC.  The by-laws also provide that FBAC may purchase insurance
for the purpose of indemnifying its directors, officers and other
employees to the extent that such indemnification is allowed under
the by-laws.  Pursuant to the by-laws, FBAC has purchased insurance
to indemnify its officers and directors.

     The Articles of Incorporation of FBAC were amended in May of
1990 to provide that the directors of FBAC have no personal
liability to FBAC or its shareholders for monetary damages for
breach of duty of care or other duty as a director resulting from
any act or omission other than personal liability of a director
(i) for any appropriation, in violation of his duties, of any
business opportunity of FBAC, (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law,
(iii) for voting in favor of or assenting to distributions to
shareholders which are unlawful under Official Code of Georgia
Annotated ("O.C.G.A.") Section 14-2-640 where it is established he did
not perform his duties in compliance with O.C.G.A. Section 14-2-830, or
(iv) for any transactions from which the director received an
improper personal benefit.


     Item 8.  Exhibits.

     See Index of Exhibits at page ______ and Exhibits immediately
following the index.

     Item 9.  Undertakings.

     (a)  Rule 415 Offering.
     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 information required to be
     included in a post-effective amendment by those
     paragraphs is contained in the 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)  Filings Incorporating Subsequent Exchange Act Documents
by Reference.

     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)  Filing of Registration Statement on Form S-8.

     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 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.

<PAGE>
                           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 Gainesville, State of Georgia, this 19th day of December, 1994.

                                   FIRST NATIONAL BANCORP



                                   By: s/Richard A. McNeece
                                       Richard A. McNeece, Chairman
                                       and C.E.O.

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the date indicated.

     Signature

1.   Principal Executive Officer


     s/Richard A. McNeece          Director, Chairman and C.E.O.
     Richard A. McNeece 

     12-19-94
     Date


2.   Principal Financial Officer


     s/Peter D. Miller             Director, President, C.A.O. and
     Peter D. Miller               C.F.O.

     12-19-94 
     Date


3.   Principal Accounting Officer


     s/C. Talmadge Garrison        Senior Vice President and
     C. Talmadge Garrison          Secretary

     12-19-94                  
     Date


<PAGE>
4.   s/Richard L. Shockley         Director and Vice Chairman of
     Richard L. Shockley           the Board

     12-19-94                 
     Date


     s/Jane Wood Banks             Director
     Jane Wood Banks

     12-19-94                 
     Date


     s/Thomas S. Cheek             Director
     Thomas S. Cheek

     12-19-94                 
     Date


     s/John A. Ferguson, Jr.       Director
     John A. Ferguson, Jr.

     12-19-94                 
     Date


     s/James H. Harris, Jr.        Director
     James H. Harris, Jr.

     12-19-94                 
     Date


     s/Ray C. Jones                Director
     Ray C. Jones 

     12-19-94                     
     Date


     s/Arthur J. Kunzer, Jr.       Director
     Arthur J. Kunzer, Jr.

     12-19-94                 
     Date


     s/W. L. Lester                Director
     W. L. Lester 

     12-19-94                 
     Date


     s/Loy D. Mullinax             Director
     Loy D. Mullinax 

     12-19-94                 
     Date


     s/J. Kenneth Nix, Sr.         Director
     J. Kenneth Nix, Sr.

     12-19-94                 
     Date


     s/Edwin C. Poss               Director
     Edwin C. Poss 

     12-19-94                 
     Date


     s/Paul J. Reeves              Director
     Paul J. Reeves 

     12-19-94                 
     Date


     s/A. Roy Roberts, Jr.         Director
     A. Roy Roberts, Jr.

     12-19-94                 
     Date


     _________________________     Director
     Harold L. Smith

     _________________________
     Date

     s/W. Woodrow Stewart          Director
     W. Woodrow Stewart

     12-19-94                 
     Date


     s/Bobby M. Thomas             Director
     Bobby M. Thomas 

     12-19-94                 
     Date


     _________________________     Director
     James A. Walters

     _________________________
     Date


     s/M.G. West                   Director
     M. G. West 

     12-19-94                 
     Date


     s/J. Michael Womble           Director
     J. Michael Womble 

     12-19-94                 
     Date


     _________________________     Director
     Joe Wood, Jr.

     _________________________
     Date
<PAGE>
                          EXHIBIT INDEX


Exhibit          Description of Exhibits                    Page


5                Opinion of Stewart, Melvin & Frost

23.1             Consent of KPMG PEAT MARWICK LLP

23.2             Consent of Stewart, Melvin & Frost
                 (contained in Exhibit 5).
<PAGE>
                                                     Exhibit 23.1





                  INDEPENDENT AUDITORS' CONSENT


The Board of Directors
First National Bancorp:

We consent to incorporation herein by reference of our report dated
January 28, 1994, relating to the consolidated balance sheets of
First National Bancorp and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1993, which report appears in
the annual report on Form 10-K of First National Bancorp for the
year ended December 31, 1993.  Our report refers to changes in
method of accounting for investments, income taxes, and
postretirement benefits to adopt Statement of Financial Accounting
Standards (SFAS) No. 115, SFAS No. 109, and SFAS No. 106.


                                   s/KPMG PEAT MARWICK LLP
                                   KPMG PEAT MARWICK LLP


Atlanta, Georgia
December 16, 1994
<PAGE>
                        December 19, 1994



First National Bancorp
P. O. Drawer 937
Gainesville, Georgia  30503

Gentlemen:

     We have acted as counsel for First National Bancorp, a Georgia
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of 90,000 shares of
the common stock of the Company, $1.00 par value per share,
pursuant to a Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission (the "Registration
Statement").

     In rendering the opinion contained herein, we have examined
originals or photostatic or certified copies of all certificates,
documents, agreements and other instruments as we have deemed
appropriate.

     Based upon the foregoing, we are of the opinion that each of
the 90,000 shares of the common stock of the Company covered by the
Registration Statement, when issued by the Company in accordance
with the First National Bancorp Performance-Based Restricted Stock
Plan, will be duly authorized, validly issued, fully paid and
nonassessable.

     This opinion is furnished by us solely for the benefit of the
Company in connection with the filing of the Registration
Statement.  We consent to the use of this opinion as an exhibit to
the Registration Statement, and to the references to this firm
under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.

                                   Very truly yours,

                                   STEWART, MELVIN & FROST



                                   By:s/T. Treadwell Syfan
                                      T. Treadwell Syfan, Partner
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As filed with the Securities and Exchange Commission on
           December 20, 1994      Registration No. _______________
                                                                 
                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                                       
                                   
                    FORM S-8 REGISTRATION STATEMENT
                    Under the Securities Act of 1933
                                                        
                                   
                      FIRST NATIONAL BANCORP                    
          (Exact name of Registrant as Specified in its Charter)
                                   
           GEORGIA                                  58-1415138
     (State or other juris-                       (I.R.S. Employer
     diction of incorporation                      Identification
     or organization)                                   No.)

                   303 Jesse Jewell Parkway, Suite 700
                           P. O. Drawer 937
                      Gainesville, Georgia 30503
     (Address of principal executive offices including zip code)
                                   
            FIRST NATIONAL BANCORP PERFORMANCE-BASED
                      RESTRICTED STOCK PLAN
                     (Full Title of the Plan)
                                   
                            C. Talmadge Garrison
                           First National Bancorp
                     303 Jesse Jewell Parkway, Suite 700
                         Gainesville, Georgia 30501
                              (404) 503-2104
     (Name and address, and telephone Number of agent for service)
                                   
              Please send copies of all correspondence to:
                          T. Treadwell Syfan
                       Stewart, Melvin & Frost
                           Attorneys at Law
                     Hunt Tower, 200 Main Street 
                            P. O. Box 3280
                      Gainesville, Georgia 30503
                            (404) 536-0101         

                 CALCULATION OF REGISTRATION FEE

                                                      

                              Proposed       Proposed
Title of                      Maximum        Maximum        Amount of
Securities     Amount         Offering       Aggregate      Registra-
Being          Being          Price          Offering       tion
Registered     Registered(1)  Per Share(2)   Price(2)       Fee(2)

Common
Stock
$1.00 par                     $29.00/$33.00/             
Value          112,000 shrs.     $37.00      $3,768,340     $1,299.43 

__________________________________

(1)  Plus such indeterminate number of additional shares as may be
required to be issued in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock resulting from
a subdivision of such shares, the payment of a stock dividend or certain
other capital adjustments.

(2)  Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457(h).  For purposes of such calculation, the
shares are deemed to be offered at the prices at which such restricted
stock may be issued (31,033 shares at $29.00; 31,849 shares at $33.00;
49,118 shares at $37.00).

                                                                  

An index of all Exhibits attached hereto is provided at page __.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference
in this Registration Statement and made a part hereof:

     (1)  Annual Report of First National Bancorp ("FBAC") on Form
10-K for the fiscal year ended December 31, 1993, filed with the
Securities and Exchange Commission pursuant to Section 13 of the
Securities Exchange Act of 1934.

     (2)  All other reports filed by FBAC pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (1) above.

     (3)  The description of FBAC common stock contained in FBAC's
Registration Statement on Form S-14 (File No. 2-71367) declared
effective on April 30, 1981, as such description is updated by
FBAC's Current Report on Form 8-K, dated April 20, 1988, and by
FBAC's Current Report on Form 8-K, dated April 23, 1993.

     All documents subsequently filed by FBAC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicated
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 prospectus and to be a part
hereof from the date of filing of such documents.

     Item 5.  Interests of Named Experts and Counsel.

     The legality of the shares of common stock of FBAC to be
issued under the Plan will be passed upon by Stewart, Melvin &
Frost, Attorneys-at-Law, Sixth Floor, Hunt Tower, 200 Main Street,
Gainesville, Georgia  30501.  W. Woodrow Stewart is a partner in
the firm and is a stockholder and director of FBAC and a director
of The First National Bank of Gainesville, a FBAC subsidiary.  J.
Kenneth Nix, Sr. is a partner in the firm and is a stockholder and
director of FBAC and a director of First National Bank of White
County, a FBAC subsidiary.  In addition, certain partners and
associates of Stewart, Melvin & Frost, including the attorneys in
the firm who have participated in this matter, own substantial
shares of FBAC stock.  Stewart, Melvin & Frost serves as general
counsel to FBAC, The First National Bank of Gainesville, and First
National Bank of White County.

     Item 6.  Indemnification of Directors and Officers.

     The by-laws of FBAC provide that any person may be indemnified
or reimbursed by FBAC for reasonable expenses actually incurred in
connection with any action, suit or proceeding, civil or criminal,
to which he shall be made a party by reason of his being or having
been a director, officer or employee of FBAC or of any firm,
corporation or organization which he served in any such capacity at
the request of FBAC.  However, under the by-laws, no person may be
indemnified or reimbursed in relation to any matter in such action,
suit or proceeding as to which he is finally adjudged to have been
guilty of or liable for gross negligence, willful misconduct, or
criminal acts in the performance of his duties for FBAC.  In
addition, the by-laws provide that no person shall be indemnified
or reimbursed in relation to any matter in such action, suit or
proceeding which has been made the subject of a compromise
settlement except with the approval of a court of competent
jurisdiction, or the holders of record of a majority of the
outstanding shares of FBAC, or the Board of Directors, acting by
vote of the directors not parties to the same or substantially the
same action, suit or proceeding constituting a majority of the
whole number of directors.  The foregoing right of indemnification
or reimbursement is not exclusive of other rights to which such
person may be entitled as a matter of law.

     In addition, Georgia law provides broad discretion to
directors and shareholders of corporations to indemnify officers,
directors and employees against liabilities and expenses of
defending civil (and in some cases criminal) matters.  See Official
Code of Georgia Annotated, Section 14-2-156.

     In general, the effect of the above-referenced statute and of
the by-laws of FBAC is that FBAC will indemnify its directors,
officers and employees for reasonable expenses and damages actually
incurred in connection with any action, suit or proceeding, civil
or criminal, to which they shall be made a party by reason of their
being or having been directors, officers or employees of the
corporation, provided that such persons are not finally adjudged to
have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of their duties for
FBAC.  The by-laws also provide that FBAC may purchase insurance
for the purpose of indemnifying its directors, officers and other
employees to the extent that such indemnification is allowed under
the by-laws.  Pursuant to the by-laws, FBAC has purchased insurance
to indemnify its officers and directors.

     The Articles of Incorporation of FBAC were amended in May of
1990 to provide that the directors of FBAC have no personal
liability to FBAC or its shareholders for monetary damages for
breach of duty of care or other duty as a director resulting from
any act or omission other than personal liability of a director
(i) for any appropriation, in violation of his duties, of any
business opportunity of FBAC, (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law,
(iii) for voting in favor of or assenting to distributions to
shareholders which are unlawful under Official Code of Georgia
Annotated ("O.C.G.A.") Section 14-2-640 where it is established he did
not perform his duties in compliance with O.C.G.A. Section 14-2-830, or
(iv) for any transactions from which the director received an
improper personal benefit.

     Item 8.  Exhibits.

     See Index of Exhibits at page ______ and Exhibits immediately
following the index.

     Item 9.  Undertakings.

     (a)  Rule 415 Offering.
     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 information required to be
     included in a post-effective amendment by those
     paragraphs is contained in the 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)  Filings Incorporating Subsequent Exchange Act Documents
by Reference.

     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)  Filing of Registration Statement on Form S-8.

     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 whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 Gainesville, State of Georgia, this 19th day of December, 1994.

                                   FIRST NATIONAL BANCORP

                                   By: s/Richard A. McNeece
                                       Richard A. McNeece, Chairman
                                       and C.E.O.

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the date indicated.

     Signature

1.   Principal Executive Officer

     s/Richard A. McNeece          Director, Chairman and C.E.O.
     Richard A. McNeece 

     12-19-94
     Date

2.   Principal Financial Officer

     s/Peter D. Miller             Director, President, C.A.O. and
     Peter D. Miller               C.F.O.

     12-19-94 
     Date

3.   Principal Accounting Officer

     s/C. Talmadge Garrison        Senior Vice President and
     C. Talmadge Garrison          Secretary

     12-19-94                  
     Date
4.   s/Richard L. Shockley         Director and Vice Chairman of
     Richard L. Shockley           the Board

     12-19-94                 
     Date

     s/Jane Wood Banks             Director
     Jane Wood Banks

     12-19-94                 
     Date

     s/Thomas S. Cheek             Director
     Thomas S. Cheek

     12-19-94                 
     Date

     s/John A. Ferguson, Jr.       Director
     John A. Ferguson, Jr.

     12-19-94                 
     Date

     s/James H. Harris, Jr.        Director
     James H. Harris, Jr.

     12-19-94                 
     Date

     s/Ray C. Jones                Director
     Ray C. Jones 

     12-19-94                     
     Date

     s/Arthur J. Kunzer, Jr.       Director
     Arthur J. Kunzer, Jr.

     12-19-94                 
     Date

     s/W. L. Lester                Director
     W. L. Lester 

     12-19-94                 
     Date

     s/Loy D. Mullinax             Director
     Loy D. Mullinax 

     12-19-94                 
     Date

     s/J. Kenneth Nix, Sr.         Director
     J. Kenneth Nix, Sr.

     12-19-94                 
     Date

     s/Edwin C. Poss               Director
     Edwin C. Poss 

     12-19-94                 
     Date

     s/Paul J. Reeves              Director
     Paul J. Reeves 

     12-19-94                 
     Date

     s/A. Roy Roberts, Jr.         Director
     A. Roy Roberts, Jr.

     12-19-94                 
     Date

     _________________________     Director
     Harold L. Smith

     _________________________
     Date

     s/W. Woodrow Stewart          Director
     W. Woodrow Stewart

     12-19-94                 
     Date

     s/Bobby M. Thomas             Director
     Bobby M. Thomas 

     12-19-94                 
     Date

     _________________________     Director
     James A. Walters

     _________________________
     Date

     s/M.G. West                   Director
     M. G. West 

     12-19-94                 
     Date

     s/J. Michael Womble           Director
     J. Michael Womble 

     12-19-94                 
     Date

     _________________________     Director
     Joe Wood, Jr.

     _________________________
     Date
EXHIBIT INDEX

Exhibit          Description of Exhibits                    Page

5                Opinion of Stewart, Melvin & Frost

23.1             Consent of KPMG PEAT MARWICK LLP

23.2             Consent of Stewart, Melvin & Frost
                 (contained in Exhibit 5).
Exhibit 23.1

                  INDEPENDENT AUDITORS' CONSENT

The Board of Directors
First National Bancorp:

We consent to incorporation herein by reference of our report dated
January 28, 1994, relating to the consolidated balance sheets of
First National Bancorp and subsidiaries as of December 31, 1993 and
1992, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1993, which report appears in
the annual report on Form 10-K of First National Bancorp for the
year ended December 31, 1993.  Our report refers to changes in
method of accounting for investments, income taxes, and
postretirement benefits to adopt Statement of Financial Accounting
Standards (SFAS) No. 115, SFAS No. 109, and SFAS No. 106.

                                   s/KPMG PEAT MARWICK LLP
                                   KPMG PEAT MARWICK LLP

Atlanta, Georgia
December 16, 1994
December 19, 1994

First National Bancorp
P. O. Drawer 937
Gainesville, Georgia  30503

Gentlemen:

     We have acted as counsel for First National Bancorp, a Georgia
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of 90,000 shares of
the common stock of the Company, $1.00 par value per share,
pursuant to a Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission (the "Registration
Statement").

     In rendering the opinion contained herein, we have examined
originals or photostatic or certified copies of all certificates,
documents, agreements and other instruments as we have deemed
appropriate.

     Based upon the foregoing, we are of the opinion that each of
the 90,000 shares of the common stock of the Company covered by the
Registration Statement, when issued by the Company in accordance
with the First National Bancorp Performance-Based Restricted Stock
Plan, will be duly authorized, validly issued, fully paid and
nonassessable.

     This opinion is furnished by us solely for the benefit of the
Company in connection with the filing of the Registration
Statement.  We consent to the use of this opinion as an exhibit to
the Registration Statement, and to the references to this firm
under the heading "Interests of Named Experts and Counsel" in the
Registration Statement.

                                   Very truly yours,

                                   STEWART, MELVIN & FROST

                                   By:s/T. Treadwell Syfan
                                      T. Treadwell Syfan, Partner