<PAGE>

      As filed with the Securities and Exchange Commission on May ___, 2001

                           REGISTRATION STATEMENT NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             MAIN STREET BANKS, INC.
             (Exact name of registrant as specified in its charter)

              Georgia                                     58-2104977
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                                676 Chastain Road
                             Kennesaw, Georgia 30144
              (Address and Zip Code of Principal Executive Offices)

        Main Street Banks, Inc. Assumption of Options Granted under the
                            Walton Bank & Trust Co.
                  1990 Key Employee Incentive Stock Option Plan
                            (Full title of the Plan)

                               Edward C. Milligan
                             Main Street Banks, Inc.
                                676 Chastain Road
                             Kennesaw, Georgia 30144
                                 (770) 422-2888
                     (Name and address and telephone number
                  (including area code) of agent for service)

                                 WITH COPIES TO:
                            T. Kennerly Carroll, Jr.
                               Miller & Martin LLP
                           1275 Peachtree Street, N.E.
                                    Suite 700
                             Atlanta, Georgia 30309
                                 (404) 962-6406


                         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,          63,296             $3.50*               $221,619              $55.40
   no par value           shares
----------------------------------------------------------------------------------------------------
</TABLE>

     *Represents average under incentive stock option plan of the following:
16,512 shares at an option price of $2.43 per share; 13,760 shares at $4.82 per
share; 8,256 shares at $2.77 per share; 8,256 shares at $2.55 per share; 4,128
shares at $5.02 per share; 4,128 shares at $4.71 per share; 4,128 shares at
$4.26 per share; and 4,128 shares at $3.27 per share.


                                                                    Page 1 of 99
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference in this Registration
Statement:

     (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ending
          December 31, 2000, filed with the Securities and Exchange Commission
          (the "SEC") on April 3, 2001; and

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 since the end of the fiscal year
          covered by the Registrant document referred to in paragraph (a) above;
          and

     (c)  Description of the Registrant's no par value Common Stock is contained
          at pages 26 through 32 of the Prospectus of Main Street Banks, Inc.,
          formerly known as Westside Financial Corporation (the "Registrant")
          relating to 600,000 shares of its common stock issued in connection
          with the merger of Eastside Holding Corporation and the Registrant
          which is part of the Registration Statement under the Securities Act
          of 1933 on Form S-4 filed with the SEC on May 23, 1996 (File Number
          333-3116).

     All documents subsequently filed by the Registrant 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 indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part hereof, except as modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.



                                                                    Page 2 of 99
<PAGE>

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
(the "Code") provides that a corporation may indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if such individual conducted himself in good faith and such
individual reasonably believed, in the case of conduct in an official capacity,
that such conduct was in the best interests of the corporation and, in all other
cases, that such conduct was at least not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, such individual had no
reasonable cause to believe such conduct was unlawful. Subsection (d) of Section
14-2-851 of the Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard of conduct under
Section 14-2-851 of the Code or in connection with any proceeding with respect
to conduct for which he was adjudged liable on the basis that personal benefit
was improperly received by him.

     Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Code a
court may order a corporation to indemnify a director or advance expenses if
such court determines that the director is entitled to indemnification under the
Code or that it is fair and reasonable to indemnify such director in view of all
the relevant circumstances, even if such director has not met the standard of
conduct set forth in Section 14-2-851 of the Code, failed to comply with Section
14-2-853 of the Code or was adjudged liable according to Section 14-2-851 of the
Code. However, if such director was adjudged liable, the indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding. If
the court orders indemnification and/or advance of expenses pursuant to Section
14-2-854 of the Code, the court may also order the corporation to pay the
director's reasonable expenses in obtaining the court-ordered indemnification or
advance of expenses.

     Section 14-2-852 of the Code provides that if a director has been wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, because he or she is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by the director in connection therewith.

     Section 14-2-857 of the Code provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a proceeding
because he or she is an officer of the corporation to the same extent as a
director and if he or she is not a director to such further extent as may be
provided in its articles of incorporation, bylaws, a resolution of its board of
directors or a contract except for liability arising out of conduct that
constitutes: (i) appropriation of any business opportunity of the corporation in
violation of his duties; (ii) acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) receipt of an improper personal
benefit; or (iv) making distributions in violation of Section 14-2-640 of the
Code. Section 14-2-857 of the Code also provides that an officer of the
corporation who is not a director is entitled to mandatory indemnification under
Section 14-2-852 and is entitled to apply for court-ordered indemnification or
advances for expenses under Section 14-2-854, in each case to the same extent as
a director. In addition, Section 14-2-857 provides that a corporation may also
indemnify and


                                                                    Page 3 of 99
<PAGE>

advance expenses to an employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or by contract.

     Section 14-2-858 of the Code provides that a corporation may purchase and
maintain on behalf of a director, officer, employee or agent of a corporation
insurance against liability asserted against or incurred by that person serving
in such capacity for the corporation or arising from his status.

     Section 9.2(a) of the Registrant's Bylaws (the "Bylaws") provides that the
corporation shall indemnify or obligate itself to indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if he acted in a manner he believed in good faith to be in, or
not opposed to, the best interests of the corporation and, in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Pursuant to Section 9.2(d), the Corporation may not indemnify a
director under Section 9.2 of the Bylaws; (i) in connection with a proceeding by
or in the right of the corporation in which the director was adjudged liable to
the corporation; or (ii) in connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was improperly received by
him. Indemnification under Section 9.2 is limited to reasonable expenses
incurred in connection with the proceeding.

     Section 9.3 of the Bylaws provides that, to the extent a director has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, or in defense of any claim, issue or matter therein,
because he is or was a director of the corporation, the corporation shall
indemnify the director against reasonable expenses incurred by him in connection
therewith.

     According to Section 9.5 of the Bylaws, upon application by the director, a
court may order indemnification or advances for expenses if it determines that:
(i) the director is entitled to mandatory indemnification pursuant to Section
9.3 of the Bylaws, in which case, the court shall also order the corporation to
pay the director's reasonable expenses incurred to obtain court-ordered
indemnification; (ii) the director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances, whether or not he met the
standard of conduct contained in Section 9.2(a) of the Bylaws or he was adjudged
liable as described in Section 9.2(d); however, if he was adjudged so liable the
indemnification shall be limited to reasonable expenses incurred unless
otherwise stated by contract, resolution ratified or approved by the
stockholders or the Articles of Incorporation (the "Articles"); or (iii) in the
case of advances for expenses, the director is entitled to payment, according to
the Articles, Bylaws or any resolution or contract, of reasonable expenses
incurred as a party to a proceeding in advance of final disposition of the
proceeding.


                                                                    Page 4 of 99
<PAGE>

     Section 9.8 of the Bylaws provides that an officer of the corporation who
is not a director is entitled to indemnification and advance of expenses to the
same extent and subject to the same conditions as a director of the corporation
except that there is no provision for court-ordered indemnification or advance
of expenses for officers contained in the Bylaws. Employees or agents of the
corporation who are not directors are entitled to indemnification and advance of
expenses to the same extent and subject to the same conditions as a director of
the corporation.

     Section 9.9 of the Bylaws provides that the corporation may purchase and
maintain on behalf of a director, officer, employee or agent of the corporation
insurance against liability asserted against or incurred by that person serving
in such capacity for the corporation or arising from his status with the
corporation whether or not the corporation would have the power to indemnify
that person under the Bylaws.

     Article 10 of the Articles provides that a director shall not be personally
liable for any breach of duty as a director, except for liability for: (i) any
appropriation of any business opportunity of the corporation in violation of his
duties; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) distributions in violation of
the Code; or (iv) any transaction for which the director derived an improper
material tangible personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

     The following exhibits are filed as part of the Registration Statement:

<TABLE>
<CAPTION>

         Exhibit           Description
         -------           -----------

      <S>                <C>


         4.1               Option Assumption Agreement between the Registrant and the Option Holders in the Walton Bank & Trust Co.
                           1990 Key Employee Incentive Stock Option Plan

         4.2               Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option Plan (contained in Exhibit 4.1)

         4.3               Form of Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option Agreement (contained in Exhibit
                           4.1)

         5                 Opinion and Consent of Miller & Martin LLP

         23.1              Consent of Miller & Martin LLP (contained in Exhibit 5)

         23.2              Consent of Ernst & Young LLP

         23.3              Consent of Mauldin & Jenkins, LLC

         23.4              Consent of Porter Keadle Moore, LLP
</TABLE>

                                                                    Page 5 of 99
<PAGE>

<TABLE>
      <S>                <C>
         24                Powers of Attorney (included on page 9)

</TABLE>


ITEM 9.           UNDERTAKINGS

                  (a)      The undersigned Registrant 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. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective 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) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the SEC by the
                  Registrant pursuant to the Securities Exchange Act of 1934
                  that are incorporated by reference in the 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 the 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.

                                                                    Page 6 of 99
<PAGE>


                  (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.

                  (c) The undersigned Registrant hereby undertakes to deliver or
         cause to be delivered with the prospectus, to each person to whom the
         prospectus is sent or given, the latest annual report, to security
         holders that is incorporated by reference in the prospectus and
         furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14c-3 under the Securities Exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated by
         reference in the prospectus to provide such interim financial
         information.

                  (d) 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 SEC 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.


                                                                    Page 7 of 99
<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
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 Kennesaw, State of Georgia, on this 9th day of May
2001.

                                      MAIN STREET BANKS, INC.


                                      BY:  /s/ Edward C. Milligan
                                           -------------------------------
                                           Edward C. Milligan
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints EDWARD C. MILLIGAN as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, with either having full authority to sign any and all amendments to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done regarding the aforesaid, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>

Signature                                   Title                                         Date
---------                                   -----                                         ----
<S>                                        <C>                                            <C>
/s/ Barbara J. Bond                                                                           May 9, 2001
----------------------------                Secretary and Principal                       -------------------
Barbara J. Bond                             Financial and Accounting Officer



----------------------------                Director                                      -------------------
Eugene L. Argo


                                                                    Page 8 of 99
<PAGE>


----------------------------                Director                                      -------------------
Robert R. Fowler III

/s/ Samuel B. Hay, III                                                                        May 9, 2001
----------------------------                Director                                      -------------------
Samuel B. Hay III

/s/ P. Harris Hines                                                                           May 9, 2001
----------------------------                Director                                      -------------------
P. Harris Hines

----------------------------                Director                                      -------------------
Harry L. Hudson, Jr.

/s/ C. Candler Hunt                                                                           May 9, 2001
----------------------------                Director                                      -------------------
C. Candler Hunt

/s/ Edward C. Milligan                                                                        May 9, 2001
----------------------------                Director                                      -------------------
Edward C. Milligan

/s/ Frank B. Turner                                                                           May 9, 2001
----------------------------                Director                                      -------------------
Frank B. Turner


</TABLE>

                                                                    Page 9 of 99



<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

                                                                                                 Sequentially
Exhibit                                                                                          Numbered
Number            Description                                                                    Page
------            -----------                                                                    ----

<S>               <C>

4.1               Option Assumption Agreement between the Registrant and the Option Holders
                  in the Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option
                  Plan

4.2               Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option Plan
                  (contained in Exhibit 4.1)

4.3               Form of Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option
                  Agreement (contained in Exhibit 4.1)

5                 Opinion and Consent of Miller & Martin LLP

23.1              Consent of Miller & Martin LLP (contained in Exhibit 5)

23.2              Consent of Ernst & Young LLP

24                Powers of Attorney (included on page 9)


</TABLE>


                                                                   Page 10 of 99
[{"type": "S-8", "sequence": "1", "filename": "a2047980zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27776}]
{"company-data": {"conformed-name": "FIRST STERLING BANKS INC", "cik": "0000922244", "assigned-sic": "6029", "irs-number": "582104977", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60702", "film-number": "1629817"}, "business-address": {"street1": "676 CHASTAIN ROAD", "city": "KENNESAW", "state": "GA", "zip": "30144", "phone": "7704222888"}, "mail-address": {"street1": "676 CHASTAIN ROAD", "city": "KENNEWAW", "state": "GA", "zip": "30144"}, "former-company": [{"former-conformed-name": "WESTSIDE FINANCIAL CORP /GA/", "date-changed": "19960305"}, {"former-conformed-name": "WESTSIDE FINANCIAL CORP  /GA/", "date-changed": "19960130"}, {"former-conformed-name": "WESTSIDE BANK & TRUST CO", "date-changed": "19941108"}]}
As filed with the Securities and Exchange Commission on May ___, 2001

                           REGISTRATION STATEMENT NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             MAIN STREET BANKS, INC.
             (Exact name of registrant as specified in its charter)

              Georgia                                     58-2104977
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

                                676 Chastain Road
                             Kennesaw, Georgia 30144
              (Address and Zip Code of Principal Executive Offices)

        Main Street Banks, Inc. Assumption of Options Granted under the
                            Walton Bank & Trust Co.
                  1990 Key Employee Incentive Stock Option Plan
                            (Full title of the Plan)

                               Edward C. Milligan
                             Main Street Banks, Inc.
                                676 Chastain Road
                             Kennesaw, Georgia 30144
                                 (770) 422-2888
                     (Name and address and telephone number
                  (including area code) of agent for service)

                                 WITH COPIES TO:
                            T. Kennerly Carroll, Jr.
                               Miller & Martin LLP
                           1275 Peachtree Street, N.E.
                                    Suite 700
                             Atlanta, Georgia 30309
                                 (404) 962-6406

                         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,          63,296             $3.50*               $221,619              $55.40
   no par value           shares
----------------------------------------------------------------------------------------------------
*Represents average under incentive stock option plan of the following:
16,512 shares at an option price of $2.43 per share; 13,760 shares at $4.82 per
share; 8,256 shares at $2.77 per share; 8,256 shares at $2.55 per share; 4,128
shares at $5.02 per share; 4,128 shares at $4.71 per share; 4,128 shares at
$4.26 per share; and 4,128 shares at $3.27 per share.

                                                                    Page 1 of 99
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference in this Registration
Statement:

     (a)  The Registrant's Annual Report on Form 10-K for its fiscal year ending
          December 31, 2000, filed with the Securities and Exchange Commission
          (the "SEC") on April 3, 2001; and

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 since the end of the fiscal year
          covered by the Registrant document referred to in paragraph (a) above;
          and

     (c)  Description of the Registrant's no par value Common Stock is contained
          at pages 26 through 32 of the Prospectus of Main Street Banks, Inc.,
          formerly known as Westside Financial Corporation (the "Registrant")
          relating to 600,000 shares of its common stock issued in connection
          with the merger of Eastside Holding Corporation and the Registrant
          which is part of the Registration Statement under the Securities Act
          of 1933 on Form S-4 filed with the SEC on May 23, 1996 (File Number
          333-3116).

     All documents subsequently filed by the Registrant 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 indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part hereof, except as modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                                                    Page 2 of 99
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
(the "Code") provides that a corporation may indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if such individual conducted himself in good faith and such
individual reasonably believed, in the case of conduct in an official capacity,
that such conduct was in the best interests of the corporation and, in all other
cases, that such conduct was at least not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, such individual had no
reasonable cause to believe such conduct was unlawful. Subsection (d) of Section
14-2-851 of the Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the relevant standard of conduct under
Section 14-2-851 of the Code or in connection with any proceeding with respect
to conduct for which he was adjudged liable on the basis that personal benefit
was improperly received by him.

     Notwithstanding the foregoing, pursuant to Section 14-2-854 of the Code a
court may order a corporation to indemnify a director or advance expenses if
such court determines that the director is entitled to indemnification under the
Code or that it is fair and reasonable to indemnify such director in view of all
the relevant circumstances, even if such director has not met the standard of
conduct set forth in Section 14-2-851 of the Code, failed to comply with Section
14-2-853 of the Code or was adjudged liable according to Section 14-2-851 of the
Code. However, if such director was adjudged liable, the indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding. If
the court orders indemnification and/or advance of expenses pursuant to Section
14-2-854 of the Code, the court may also order the corporation to pay the
director's reasonable expenses in obtaining the court-ordered indemnification or
advance of expenses.

     Section 14-2-852 of the Code provides that if a director has been wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, because he or she is or was a director of the corporation,
the corporation shall indemnify the director against reasonable expenses
incurred by the director in connection therewith.

     Section 14-2-857 of the Code provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a proceeding
because he or she is an officer of the corporation to the same extent as a
director and if he or she is not a director to such further extent as may be
provided in its articles of incorporation, bylaws, a resolution of its board of
directors or a contract except for liability arising out of conduct that
constitutes: (i) appropriation of any business opportunity of the corporation in
violation of his duties; (ii) acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) receipt of an improper personal
benefit; or (iv) making distributions in violation of Section 14-2-640 of the
Code. Section 14-2-857 of the Code also provides that an officer of the
corporation who is not a director is entitled to mandatory indemnification under
Section 14-2-852 and is entitled to apply for court-ordered indemnification or
advances for expenses under Section 14-2-854, in each case to the same extent as
a director. In addition, Section 14-2-857 provides that a corporation may also
indemnify and

                                                                    Page 3 of 99
advance expenses to an employee or agent who is not a director to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, action of its board of directors or by contract.

     Section 14-2-858 of the Code provides that a corporation may purchase and
maintain on behalf of a director, officer, employee or agent of a corporation
insurance against liability asserted against or incurred by that person serving
in such capacity for the corporation or arising from his status.

     Section 9.2(a) of the Registrant's Bylaws (the "Bylaws") provides that the
corporation shall indemnify or obligate itself to indemnify an individual made a
party to a proceeding because he is or was a director against liability incurred
in the proceeding if he acted in a manner he believed in good faith to be in, or
not opposed to, the best interests of the corporation and, in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Pursuant to Section 9.2(d), the Corporation may not indemnify a
director under Section 9.2 of the Bylaws; (i) in connection with a proceeding by
or in the right of the corporation in which the director was adjudged liable to
the corporation; or (ii) in connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was improperly received by
him. Indemnification under Section 9.2 is limited to reasonable expenses
incurred in connection with the proceeding.

     Section 9.3 of the Bylaws provides that, to the extent a director has been
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party, or in defense of any claim, issue or matter therein,
because he is or was a director of the corporation, the corporation shall
indemnify the director against reasonable expenses incurred by him in connection
therewith.

     According to Section 9.5 of the Bylaws, upon application by the director, a
court may order indemnification or advances for expenses if it determines that:
(i) the director is entitled to mandatory indemnification pursuant to Section
9.3 of the Bylaws, in which case, the court shall also order the corporation to
pay the director's reasonable expenses incurred to obtain court-ordered
indemnification; (ii) the director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances, whether or not he met the
standard of conduct contained in Section 9.2(a) of the Bylaws or he was adjudged
liable as described in Section 9.2(d); however, if he was adjudged so liable the
indemnification shall be limited to reasonable expenses incurred unless
otherwise stated by contract, resolution ratified or approved by the
stockholders or the Articles of Incorporation (the "Articles"); or (iii) in the
case of advances for expenses, the director is entitled to payment, according to
the Articles, Bylaws or any resolution or contract, of reasonable expenses
incurred as a party to a proceeding in advance of final disposition of the
proceeding.

                                                                    Page 4 of 99
Section 9.8 of the Bylaws provides that an officer of the corporation who
is not a director is entitled to indemnification and advance of expenses to the
same extent and subject to the same conditions as a director of the corporation
except that there is no provision for court-ordered indemnification or advance
of expenses for officers contained in the Bylaws. Employees or agents of the
corporation who are not directors are entitled to indemnification and advance of
expenses to the same extent and subject to the same conditions as a director of
the corporation.

     Section 9.9 of the Bylaws provides that the corporation may purchase and
maintain on behalf of a director, officer, employee or agent of the corporation
insurance against liability asserted against or incurred by that person serving
in such capacity for the corporation or arising from his status with the
corporation whether or not the corporation would have the power to indemnify
that person under the Bylaws.

     Article 10 of the Articles provides that a director shall not be personally
liable for any breach of duty as a director, except for liability for: (i) any
appropriation of any business opportunity of the corporation in violation of his
duties; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) distributions in violation of
the Code; or (iv) any transaction for which the director derived an improper
material tangible personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

     The following exhibits are filed as part of the Registration Statement:
Exhibit           Description
         -------           -----------
4.1               Option Assumption Agreement between the Registrant and the Option Holders in the Walton Bank & Trust Co.
                           1990 Key Employee Incentive Stock Option Plan

         4.2               Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option Plan (contained in Exhibit 4.1)

         4.3               Form of Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option Agreement (contained in Exhibit
                           4.1)

         5                 Opinion and Consent of Miller & Martin LLP

         23.1              Consent of Miller & Martin LLP (contained in Exhibit 5)

         23.2              Consent of Ernst & Young LLP

         23.3              Consent of Mauldin & Jenkins, LLC

         23.4              Consent of Porter Keadle Moore, LLP
Page 5 of 99
24                Powers of Attorney (included on page 9)
ITEM 9.           UNDERTAKINGS

                  (a)      The undersigned Registrant 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. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective 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) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the SEC by the
                  Registrant pursuant to the Securities Exchange Act of 1934
                  that are incorporated by reference in the 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 the 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.

                                                                    Page 6 of 99
(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.

                  (c) The undersigned Registrant hereby undertakes to deliver or
         cause to be delivered with the prospectus, to each person to whom the
         prospectus is sent or given, the latest annual report, to security
         holders that is incorporated by reference in the prospectus and
         furnished pursuant to and meeting the requirements of Rule 14a-3 or
         Rule 14c-3 under the Securities Exchange Act of 1934; and, where
         interim financial information required to be presented by Article 3 of
         Regulation S-X are not set forth in the prospectus, to deliver, or
         cause to be delivered to each person to whom the prospectus is sent or
         given, the latest quarterly report that is specifically incorporated by
         reference in the prospectus to provide such interim financial
         information.

                  (d) 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 SEC 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.

                                                                    Page 7 of 99
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
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 Kennesaw, State of Georgia, on this 9th day of May
2001.

                                      MAIN STREET BANKS, INC.

                                      BY:  /s/ Edward C. Milligan
                                           -------------------------------
                                           Edward C. Milligan
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints EDWARD C. MILLIGAN as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, with either having full authority to sign any and all amendments to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done regarding the aforesaid, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that either of
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                   Title                                         Date
---------                                   -----                                         ----
/s/ Barbara J. Bond                                                                           May 9, 2001
----------------------------                Secretary and Principal                       -------------------
Barbara J. Bond                             Financial and Accounting Officer

----------------------------                Director                                      -------------------
Eugene L. Argo

                                                                    Page 8 of 99
----------------------------                Director                                      -------------------
Robert R. Fowler III

/s/ Samuel B. Hay, III                                                                        May 9, 2001
----------------------------                Director                                      -------------------
Samuel B. Hay III

/s/ P. Harris Hines                                                                           May 9, 2001
----------------------------                Director                                      -------------------
P. Harris Hines

----------------------------                Director                                      -------------------
Harry L. Hudson, Jr.

/s/ C. Candler Hunt                                                                           May 9, 2001
----------------------------                Director                                      -------------------
C. Candler Hunt

/s/ Edward C. Milligan                                                                        May 9, 2001
----------------------------                Director                                      -------------------
Edward C. Milligan

/s/ Frank B. Turner                                                                           May 9, 2001
----------------------------                Director                                      -------------------
Frank B. Turner
Page 9 of 99
INDEX TO EXHIBITS
Sequentially
Exhibit                                                                                          Numbered
Number            Description                                                                    Page
------            -----------                                                                    ----
4.1               Option Assumption Agreement between the Registrant and the Option Holders
                  in the Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option
                  Plan

4.2               Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option Plan
                  (contained in Exhibit 4.1)

4.3               Form of Walton Bank & Trust Co. 1990 Key Employee Incentive Stock Option
                  Agreement (contained in Exhibit 4.1)

5                 Opinion and Consent of Miller & Martin LLP

23.1              Consent of Miller & Martin LLP (contained in Exhibit 5)

23.2              Consent of Ernst & Young LLP

24                Powers of Attorney (included on page 9)
Page 10 of 99