As filed with the Securities and Exchange Commission on March 4, 1999
                                                    Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


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


                        GILMER FINANCIAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
                 (State or other jurisdiction of incorporation
                               or organization)

                      218 West Cass Street, Gilmer, Texas
                   (Address of principal executive offices)
                                  75-2561513
                     (I.R.S. Employer Identification No.)


                                     75644
                                  (Zip Code)
                        GILMER FINANCIAL SERVICES, INC.
                      1995 RECOGNITION AND RETENTION PLAN
                           (Full title of the plan)

                           Martin L. Meyrowitz, P.C.
                            Beth A. Freedman, Esq.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                                Suite 700 East
                          1100 New York Avenue, N.W.
                         Washington, D.C.  20005-3934
                    (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed        Proposed
Title of                           maximum        maximum
securities         Amount to be  offering price   aggregate        Amount of
to be registered  registered(1)    per share    offering price  registration fee
--------------------------------------------------------------------------------
Common Stock, par  5,503 shares     $14.625 (2)          $80,481(2)  $100.00(2)
value $.01
per share

(1)   Pursuant to Rule 416 under the  Securities  Act of 1933, as amended,  this
      Registration  Statement  covers,  in  addition to the number of shares set
      forth above, an indeterminate number of shares which, by reason of certain
      events specified in the Plan, may become subject to the Plan.
(2)   Estimated,  pursuant to Rule 457(h), solely for the purpose of calculating
      the registration  fee, at $14.625 per share,  which was the average of the
      closing  bid and asked  prices  of the  common  stock of Gilmer  Financial
      Services Corporation on February 9, 1999 as reported on the OTC Electronic
      Bulletin Board System.


<PAGE>



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants  in the Gilmer  Financial  Services,  Inc.
1995  Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

      Such  document(s) are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     I-1

<PAGE>



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.     Incorporation of Certain Documents by Reference.

      The  following  documents  previously  or  concurrently  filed  by  Gilmer
Financial  Services,  Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

      (a)   the Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1998, as amended (File No. 0-25076),  filed pursuant to the
            Securities Exchange Act of 1934, as amended (the "Exchange Act");

      (b)   all other  reports  filed  pursuant to Section 13(a) or 15(d) of the
            Exchange  Act since the end of the  fiscal  year  covered by audited
            financial statements contained in the prospectus referred to in Item
            3(a);

      (c)   the  description of the common stock,  par value $.01 per share,  or
            the Registrant contained in the Registrant's  Registration Statement
            on Form S-1 (Registration No. 33-84334) filed with the Commission on
            September 23, 1994, and all amendments  thereto or reports filed for
            the purpose of updating such description.

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

      The  Company  shall  furnish  without  charge  to each  person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Gilmer Financial Services, Inc., 218 West Cass, Gilmer, Texas 75644,
telephone number (903) 843-5525.

      All  information   appearing  in  this  Registration   Statement  and  the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                     II-1

<PAGE>



Item 4.     Description of Securities.

      Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.     Indemnification of Directors and Officers.

      The Certificate of  Incorporation  of the Holding Company  provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director or officer of another  company,  if the  director or officer  held such
position at the request of the Holding Company.  Delaware law requires that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding  Company and, with respect to any criminal  action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

      The  Certificate of  Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Holding  Company may ultimately be responsible  for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

      In  addition,  the  Certificate  of  Incorporation  and  Delaware law also
provide that the Holding  Company may  maintain  insurance,  at its expense,  to
protect  itself and any  director,  officer,  employee  or agent of the  Holding
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against any expense,  liability or loss,  whether or not the Holding
Company has the power to indemnify such person  against such expense,  liability
or loss under the Delaware General  Corporation Law. The Holding Company intends
to obtain such insurance.


Item 7.     Exemption from Registration Claimed.

      Not applicable.

                                     II-2

<PAGE>



Item 8.     Exhibits.


                                                            Reference to Prior
                                                                 Filing or
Regulation S-K                                                Exhibit Number
    Exhibit                                                      Attached
    Number                       Document                         Hereto
--------------------------------------------------------------------------------

4       Instruments Defining the Rights of Security
        Holders, Including Indentures:
              Certificate of Incorporation of Gilmer Financial
              Services, Inc. ................................        *
              Bylaws of Gilmer Financial Services, Inc.......        *
              Form of Stock Certificate of Gilmer Financial
              Services, Inc. ................................        *
              Gilmer Financial Services, Inc.
              1995 Recognition and Retention Plan............Attached as Exhibit
                                                                     4.1
              Gilmer Financial Services, Inc.
              1995 Recognition and Retention Plan            Attached as Exhibit
              Restricted Stock Agreement.....................         4.2
5       Opinion of Silver, Freedman & Taff, L.L.P............Attached as Exhibit
                                                                      5
15      Letter on unaudited interim financial
        information..........................................   Not Applicable
23      Consents of Experts and Counsel:
              Consent of Henry & Peters, P.C. ...............Attached as Exhibit
                                                                      23.1
              Consent of Silver, Freedman & Taff, L.L.P......Attached as Exhibit
                                                                      23.2
24      Power of Attorney....................................    Contained on
                                                                Signature Page
26      Invitations for Competitive Bids.....................   Not Applicable
99      Additional Exhibits..................................   Not Applicable
----------------------
* Filed as an exhibit to the  Registrant's  Registration  Statement  on Form S-1
(File No.  33-84334)  filed on September 23, 1994 and all amendments  thereto or
reports filed for the purpose of updating such description.  All such previously
filed documents are hereby  incorporated  herein by reference in accordance with
Item 601 of Regulation S-B.

                                     II-3

<PAGE>



      The Company  hereby  undertakes  that it will submit or has  submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9.     Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration  statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  each filing of the
          Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the  Exchange  Act filing of the  employee  benefit  plan's  annual
          report  pursuant  to  Section  15(d)  of  the  Exchange  Act  that  is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act 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
          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 of expenses  incurred or paid
          by a director, officer or controlling person 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.

                                     II-4

<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  a Form  S-8 and has  duly  caused  this  registration
statement to be signed on its behalf by the  undersigned  in the City of Gilmer,
State of Texas on March 2, 1999.


                              GILMER FINANCIAL SERVICES, INC.



                        By:    /s/ Gary P. Cooper
                              -------------------------------
                              Gary P. Cooper, President and
                              Chief Executive Officer
                              (Duly Authorized Representative)



      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints Gary P. Cooper and M. Vance Gorman or either of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and all 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  and  necessary to be done, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents or their substitutes or substitute 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.



 /s/ Gary P. Cooper                        /s/ M. Vance Gorman
-------------------------------           -------------------------------
Gary P. Cooper                            M. Vance Gorman
President and Chief Executive             Chairman of the Board
Officer

Date: March 2, 1999                       Date: March 2, 1999




                                     II-5

<PAGE>



 /s/ Royce L. Hudgins                      /s/ Paul D. Williams
-------------------------------           -------------------------------
Royce L. Hudgins                          Paul D. Williams
Director                                  Director

Date: March 2, 1999                       Date: March 2, 1999



 /s/ Tedd R. Austin                        /s/ Donald G. Bethard
-------------------------------           -------------------------------
Tedd R. Austin                            Donald G. Bethard
Director                                  Director

Date: March 2, 1999                       Date: March 2, 1999



 /s/ Steven W. Sansom
-------------------------------          
Steven W. Sansom
Director

Date: March 2, 1999


                                     II-6

<PAGE>








                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549








                                   EXHIBITS


                                      TO


                                   FORM S-8


                            REGISTRATION STATEMENT


                                     UNDER


                          THE SECURITIES ACT OF 1933








                        GILMER FINANCIAL SERVICES, INC.








<PAGE>



                                   EXHIBIT INDEX


                                                       Reference to Prior Filing
                                                          or Page Number in
                                                            Sequentially
  Exhibit                                               Numbered Registration
  Number                                                      Statement
--------------------------------------------------------------------------------


 4      Instruments Defining the Rights of Security Holders,
        Including Indentures:

           Certificate of Incorporation of Gilmer Financial        *
           Services, Inc.

           Bylaws of Gilmer Financial Services, Inc.               *

           Form of Stock Certificate of Gilmer Financial           *
           Services, Inc.

           Gilmer Financial Services, Inc.                    Exhibit 4.1
           1995 Recognition and Retention Plan

           Gilmer Financial Services, Inc.                    Exhibit 4.2
           1995 Recognition and Retention Plan
           Restricted Stock Agreement

 5      Opinion of Silver, Freedman & Taff, L.L.P.              Exhibit 5

23.1    Consent of Henry & Peters, P.C.                       Exhibit 23.1

23.2    Consent of Silver, Freedman & Taff, L.L.P.            Exhibit 23.2

24      Power of Attorney                                Contained on signature
                                                                   page.
----------------------
* Filed as an exhibit to the  Registrant's  Registration  Statement  on Form S-1
(File No.  33-84334)  filed on September 23, 1994 and all amendments  thereto or
reports filed for the purpose of updating such description.  All such previously
filed documents are hereby  incorporated  herein by reference in accordance with
Item 601 of Regulation S-B.
[{"type": "S-8", "sequence": "1", "description": "1995 RECOGNITION AND RETENTION PLAN", "secsgml_size_bytes": 21576}]
{"company-data": {"conformed-name": "GILMER FINANCIAL SERVICES INC", "cik": "0000930540", "assigned-sic": "6035", "irs-number": "752561513", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73353", "film-number": "99557346"}, "business-address": {"street1": "218 W CASS ST", "city": "GILMER", "state": "TX", "zip": "75644", "phone": "9038435525"}, "mail-address": {"street1": "218 WEST CASS ST", "city": "GILMER", "state": "TX", "zip": "75644"}}
As filed with the Securities and Exchange Commission on March 4, 1999
                                                    Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

                        GILMER FINANCIAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
                 (State or other jurisdiction of incorporation
                               or organization)

                      218 West Cass Street, Gilmer, Texas
                   (Address of principal executive offices)
                                  75-2561513
                     (I.R.S. Employer Identification No.)

                                     75644
                                  (Zip Code)
                        GILMER FINANCIAL SERVICES, INC.
                      1995 RECOGNITION AND RETENTION PLAN
                           (Full title of the plan)

                           Martin L. Meyrowitz, P.C.
                            Beth A. Freedman, Esq.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                                Suite 700 East
                          1100 New York Avenue, N.W.
                         Washington, D.C.  20005-3934
                    (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed        Proposed
Title of                           maximum        maximum
securities         Amount to be  offering price   aggregate        Amount of
to be registered  registered(1)    per share    offering price  registration fee
--------------------------------------------------------------------------------
Common Stock, par  5,503 shares     $14.625 (2)          $80,481(2)  $100.00(2)
value $.01
per share

(1)   Pursuant to Rule 416 under the  Securities  Act of 1933, as amended,  this
      Registration  Statement  covers,  in  addition to the number of shares set
      forth above, an indeterminate number of shares which, by reason of certain
      events specified in the Plan, may become subject to the Plan.
(2)   Estimated,  pursuant to Rule 457(h), solely for the purpose of calculating
      the registration  fee, at $14.625 per share,  which was the average of the
      closing  bid and asked  prices  of the  common  stock of Gilmer  Financial
      Services Corporation on February 9, 1999 as reported on the OTC Electronic
      Bulletin Board System.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants  in the Gilmer  Financial  Services,  Inc.
1995  Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

      Such  document(s) are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     I-1
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.     Incorporation of Certain Documents by Reference.

      The  following  documents  previously  or  concurrently  filed  by  Gilmer
Financial  Services,  Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

      (a)   the Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1998, as amended (File No. 0-25076),  filed pursuant to the
            Securities Exchange Act of 1934, as amended (the "Exchange Act");

      (b)   all other  reports  filed  pursuant to Section 13(a) or 15(d) of the
            Exchange  Act since the end of the  fiscal  year  covered by audited
            financial statements contained in the prospectus referred to in Item
            3(a);

      (c)   the  description of the common stock,  par value $.01 per share,  or
            the Registrant contained in the Registrant's  Registration Statement
            on Form S-1 (Registration No. 33-84334) filed with the Commission on
            September 23, 1994, and all amendments  thereto or reports filed for
            the purpose of updating such description.

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

      The  Company  shall  furnish  without  charge  to each  person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  Gilmer Financial Services, Inc., 218 West Cass, Gilmer, Texas 75644,
telephone number (903) 843-5525.

      All  information   appearing  in  this  Registration   Statement  and  the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                     II-1
Item 4.     Description of Securities.

      Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

      Not Applicable.

Item 6.     Indemnification of Directors and Officers.

      The Certificate of  Incorporation  of the Holding Company  provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director or officer of another  company,  if the  director or officer  held such
position at the request of the Holding Company.  Delaware law requires that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding  Company and, with respect to any criminal  action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

      The  Certificate of  Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Holding  Company may ultimately be responsible  for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

      In  addition,  the  Certificate  of  Incorporation  and  Delaware law also
provide that the Holding  Company may  maintain  insurance,  at its expense,  to
protect  itself and any  director,  officer,  employee  or agent of the  Holding
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against any expense,  liability or loss,  whether or not the Holding
Company has the power to indemnify such person  against such expense,  liability
or loss under the Delaware General  Corporation Law. The Holding Company intends
to obtain such insurance.

Item 7.     Exemption from Registration Claimed.

      Not applicable.

                                     II-2
Item 8.     Exhibits.

                                                            Reference to Prior
                                                                 Filing or
Regulation S-K                                                Exhibit Number
    Exhibit                                                      Attached
    Number                       Document                         Hereto
--------------------------------------------------------------------------------

4       Instruments Defining the Rights of Security
        Holders, Including Indentures:
              Certificate of Incorporation of Gilmer Financial
              Services, Inc. ................................        *
              Bylaws of Gilmer Financial Services, Inc.......        *
              Form of Stock Certificate of Gilmer Financial
              Services, Inc. ................................        *
              Gilmer Financial Services, Inc.
              1995 Recognition and Retention Plan............Attached as Exhibit
                                                                     4.1
              Gilmer Financial Services, Inc.
              1995 Recognition and Retention Plan            Attached as Exhibit
              Restricted Stock Agreement.....................         4.2
5       Opinion of Silver, Freedman & Taff, L.L.P............Attached as Exhibit
                                                                      5
15      Letter on unaudited interim financial
        information..........................................   Not Applicable
23      Consents of Experts and Counsel:
              Consent of Henry & Peters, P.C. ...............Attached as Exhibit
                                                                      23.1
              Consent of Silver, Freedman & Taff, L.L.P......Attached as Exhibit
                                                                      23.2
24      Power of Attorney....................................    Contained on
                                                                Signature Page
26      Invitations for Competitive Bids.....................   Not Applicable
99      Additional Exhibits..................................   Not Applicable
----------------------
* Filed as an exhibit to the  Registrant's  Registration  Statement  on Form S-1
(File No.  33-84334)  filed on September 23, 1994 and all amendments  thereto or
reports filed for the purpose of updating such description.  All such previously
filed documents are hereby  incorporated  herein by reference in accordance with
Item 601 of Regulation S-B.

                                     II-3
The Company  hereby  undertakes  that it will submit or has  submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9.     Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration  statement
               to include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  each filing of the
          Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the  Exchange  Act filing of the  employee  benefit  plan's  annual
          report  pursuant  to  Section  15(d)  of  the  Exchange  Act  that  is
          incorporated  by  reference  in the  registration  statement  shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act 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
          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 of expenses  incurred or paid
          by a director, officer or controlling person 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.

                                     II-4
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  a Form  S-8 and has  duly  caused  this  registration
statement to be signed on its behalf by the  undersigned  in the City of Gilmer,
State of Texas on March 2, 1999.

                              GILMER FINANCIAL SERVICES, INC.

                        By:    /s/ Gary P. Cooper
                              -------------------------------
                              Gary P. Cooper, President and
                              Chief Executive Officer
                              (Duly Authorized Representative)

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and appoints Gary P. Cooper and M. Vance Gorman or either of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution and  re-substitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and all 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  and  necessary to be done, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents or their substitutes or substitute 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.

 /s/ Gary P. Cooper                        /s/ M. Vance Gorman
-------------------------------           -------------------------------
Gary P. Cooper                            M. Vance Gorman
President and Chief Executive             Chairman of the Board
Officer

Date: March 2, 1999                       Date: March 2, 1999

                                     II-5
/s/ Royce L. Hudgins                      /s/ Paul D. Williams
-------------------------------           -------------------------------
Royce L. Hudgins                          Paul D. Williams
Director                                  Director

Date: March 2, 1999                       Date: March 2, 1999

 /s/ Tedd R. Austin                        /s/ Donald G. Bethard
-------------------------------           -------------------------------
Tedd R. Austin                            Donald G. Bethard
Director                                  Director

Date: March 2, 1999                       Date: March 2, 1999

 /s/ Steven W. Sansom
-------------------------------          
Steven W. Sansom
Director

Date: March 2, 1999

                                     II-6
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   EXHIBITS

                                      TO

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     UNDER

                          THE SECURITIES ACT OF 1933

                        GILMER FINANCIAL SERVICES, INC.
EXHIBIT INDEX

                                                       Reference to Prior Filing
                                                          or Page Number in
                                                            Sequentially
  Exhibit                                               Numbered Registration
  Number                                                      Statement
--------------------------------------------------------------------------------

 4      Instruments Defining the Rights of Security Holders,
        Including Indentures:

           Certificate of Incorporation of Gilmer Financial        *
           Services, Inc.

           Bylaws of Gilmer Financial Services, Inc.               *

           Form of Stock Certificate of Gilmer Financial           *
           Services, Inc.

           Gilmer Financial Services, Inc.                    Exhibit 4.1
           1995 Recognition and Retention Plan

           Gilmer Financial Services, Inc.                    Exhibit 4.2
           1995 Recognition and Retention Plan
           Restricted Stock Agreement

 5      Opinion of Silver, Freedman & Taff, L.L.P.              Exhibit 5

23.1    Consent of Henry & Peters, P.C.                       Exhibit 23.1

23.2    Consent of Silver, Freedman & Taff, L.L.P.            Exhibit 23.2

24      Power of Attorney                                Contained on signature
                                                                   page.
----------------------
* Filed as an exhibit to the  Registrant's  Registration  Statement  on Form S-1
(File No.  33-84334)  filed on September 23, 1994 and all amendments  thereto or
reports filed for the purpose of updating such description.  All such previously
filed documents are hereby  incorporated  herein by reference in accordance with
Item 601 of Regulation S-B.