<PAGE>

    As filed with the Securities and Exchange Commission on October __, 1996

                      REGISTRATION STATEMENT NO. _________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           FIRST STERLING 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)

                             1200 Barrett Parkway
                           Kennesaw, Georgia  30144
            (Address and Zip Code of Principal Executive Offices)

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

     First Sterling Banks, Inc.1996 Substitute Incentive Stock Option Plan
                            (Full title of the Plan)

                               Edward C. Milligan
                           First Sterling Banks, Inc.
                                 P. O. Box 2147
                             Marietta, Georgia 30061
                                 (770) 499-2265
 (Name and address and phone number (including area code) of agent for service)

                                 WITH COPIES TO:
                            T. Kennerly Carroll, Jr.
                      Glass, McCullough, Sherrill & Harrold
                           1409 Peachtree Street, N.E.
                             Atlanta, Georgia  30309
                                 (404) 885-6713

                           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,                50,000               $9.87*                 $493,500              $170.17
no par value                 shares
-----------------------------------------------------------------------------------------------------------
</TABLE>

    *     Represents average under employee stock option plan of the following: 
          17,000 shares with option price of $13.00 per share; 17,500 shares
          with option price of $7.90 per share; 8,500 shares with option price
          of $9.03 per share; 2,000 shares with option price of $8.40  per
          share; and 5,000 shares with option price of $8.17 per share.

<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 Prospectus ("Prospectus") of First Sterling 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 Securities and Exchange Commission on May 23,
          1996;

     (b)  The Registrant's Quarterly Reports on Form 10-QSB for the quarters
          ended March 31, 1996 and June 30, 1996;

     (c)  Description of the Registrant's no par value Common Stock is contained
          at pages 26 through 32 of the Prospectus.

     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 so modified or superseded.  

ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


                                       2
<PAGE>

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Indemnification of directors and officers of the Registrant is governed by
Sections 14-2-850 through 859 of the Official Code of Georgia as follows:

     Section 14-2-850.  PART DEFINITIONS.

          As used in this part, the term:

               (1)  "Corporation" includes any domestic or foreign predecessor
          entity of a corporation in a merger or other transaction in which the
          predecessor's existence ceased upon consummation of the transaction.

               (2)  "Director" means an individual who is or was a director of a
          corporation or an individual who, while a director of a corporation,
          is or was serving at the corporation's request as a director, officer,
          partner, trustee, employee, or agent of another foreign or domestic
          corporation, partnership, joint venture, trust, employee benefit plan,
          or other enterprise.  A director is considered to be serving an
          employee benefit plan at the corporation's request if his duties to
          the corporation also impose duties on, or otherwise involve services
          by, him to the plan or to participants in or beneficiaries of the
          plan.  Director includes, unless the context requires otherwise, the
          estate or personal representative of a director.

               (3)  "Expenses" include attorney's fees.

               (4)  "Liability" means the obligation to pay a judgment,
          settlement, penalty, fine (including an excise tax assessed with
          respect to an employee benefit plan), or reasonable expenses incurred
          with respect to a proceeding.

               (5)  "Party" includes an individual who was, is, or is threatened
          to be made a named defendant or respondent in a proceeding.

               (6)  "Proceeding" means any threatened, pending, or completed
          action, suit, or proceeding, whether civil, criminal, administrative,
          or investigative and whether formal or informal.

     Section 14-2-851.  AUTHORITY TO INDEMNIFY.

               (a)  Except as provided in subsections (d) and (e) of this Code
          section, a corporation may 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 


                                       3
<PAGE>

          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.

               (b)  A director's conduct with respect to an employee benefit
          plan for a purpose he believed in good faith to be in the interests of
          the participants in and beneficiaries of the plan is conduct that
          satisfies the requirement of subsection (a) of this Code section.

               (c)  The termination of a proceeding by judgment, order,
          settlement, or conviction, or upon a plea of nolo contendere or its
          equivalent is not, of itself, determinative that the director did not
          meet the standard of conduct set forth in subsection (a) of this Code
          section.

               (d)  A corporation may not indemnify a director under this Code
          section:

                    (1)  In connection with a proceeding by or in the right of
               the corporation in which the director was adjudged liable to the
               corporation; or

                    (2)  In connection with any other proceeding in which he was
               adjudged liable on the basis that personal benefit was improperly
               received by him.

               (e)  Indemnification permitted under this Code section in
          connection with a proceeding by or in the right of the corporation is
          limited to reasonable expenses incurred in connection with the
          proceeding.

     Section 14-2-852.  MANDATORY INDEMNIFICATION.

               Unless limited by its articles of incorporation, to the extent
          that 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.

     Section 14-2-853.  ADVANCE FOR EXPENSES.

               (a)  A corporation may pay for or reimburse the reasonable
          expenses incurred by a director who is a party to a proceeding in
          advance of final disposition of the proceeding if:

                    (1)  The director furnishes the corporation a written
               affirmation of his good faith belief that he has met the standard
               of conduct set forth in subsection (a) of Code Section 14-2-851;
               and


                                       4
<PAGE>

                    (2)  The director furnishes the corporation a written
               undertaking, executed personally or on his behalf, to repay any
               advances if it is ultimately determined that he is not entitled
               to indemnification under this part.

               (b)  The undertaking required by paragraph (2) of subsection (a)
          of this Code section must be an unlimited general obligation of the
          director but need not be secured and may be accepted without reference
          to financial ability to make repayment.

     Section 14-2-854.  COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES.

          Unless a corporation's articles of incorporation provide otherwise, a
          director of the corporation who is a party to a proceeding may apply
          for indemnification or advances for expenses to the court conducting
          the proceeding or to another court of competent jurisdiction.  On
          receipt of an application, the court after giving any notice the court
          considers necessary may order indemnification or advances for expenses
          if it determines:

                    (1)  The director is entitled to mandatory indemnification
               under Code Section 14-2-852, in which case the court shall also
               order the corporation to pay the director's reasonable expenses
               incurred to obtain court ordered indemnification;

                    (2)  The director is fairly and reasonably entitled to
               indemnification in view of all the relevant circumstances,
               whether or not he met the standard of conduct set forth in
               subsection (a) of Code Section 14-2-851 or was adjudged liable as
               described in subsection (d) of Code Section 14-2-851, but if he
               was adjudged so liable his indemnification is limited to
               reasonable expenses incurred unless the articles of incorporation
               or a bylaw, contract, or resolution approved or ratified by the
               shareholders pursuant to Code Section 14-2-856 provides
               otherwise; or

                    (3)  In the case of advances for expenses, the director is
               entitled, pursuant to the articles of incorporation, bylaws, or
               any applicable resolution or agreement, to payment or
               reimbursement of his reasonable expenses incurred as a party to a
               proceeding in advance of final disposition of the proceeding.

     Section 14-2-855.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

               (a)  A corporation may not indemnify a director under Code
          Section 14-2-851 unless authorized thereunder and a determination has
          been made in the


                                       5
<PAGE>

          specific case that indemnification of the director is permissible in 
          the circumstances because he has met the standard of conduct set forth
          in subsection (a) of Code Section 14-2-851.

               (b)  The determination shall be made:

                    (1)  By the board of directors by majority vote of a quorum
               consisting of directors not at the time parties to the
               proceeding;

                    (2)  If a quorum cannot be obtained under paragraph (1) of
               this subsection, by majority vote of a committee duly designated
               by the board of directors (in which designation directors who are
               parties may participate), consisting solely of two or more
               directors not at the time parties to the proceeding;

                    (3)  By special legal counsel:

                         (A)  Selected by the board of directors or its
                    committee in the manner prescribed in paragraph (1) or (2)
                    of this subsection; or

                         (B)  If a quorum of the board of directors cannot be
                    obtained under paragraph (1) of this subsection and a
                    committee cannot be designated under paragraph (2) of this
                    subsection, selected by majority vote of the full board of
                    directors (in which selection directors who are parties may
                    participate); or

                    (4)  By the shareholders, but shares owned by or voted under
               the control of directors who are at the time parties to the
               proceeding may not be voted on the determination.

               (c)  Authorization of indemnification or an obligation to
          indemnify and evaluation as to reasonableness of expenses shall be
          made in the same manner as the determination that indemnification is
          permissible, except that if the determination is made by special legal
          counsel, authorization of indemnification and evaluation as to
          reasonableness of expenses shall be made by those entitled under
          paragraph (3) of subsection (b) of this Code section to select
          counsel.

     Section 14-2-856.  SHAREHOLDER APPROVED INDEMNIFICATION.

               (a)  If authorized by the articles of incorporation or a bylaw,
          contract, or resolution approved or ratified by the shareholders by a
          majority of the votes entitled to be cast, a corporation may indemnify
          or obligate itself to indemnify a director made a party to a
          proceeding including a proceeding brought by or in the 


                                       6
<PAGE>

          right of the corporation, without regard to the limitations in other 
          Code sections of this part.

               (b)  The corporation shall not indemnify a director under this
          Code section for any liability incurred in a proceeding in which the
          director is adjudged liable to the corporation or is subjected to
          injunctive relief in favor of the corporation:

                    (1)  For any appropriation, in violation of his duties, of
               any business opportunity of the corporation;

                    (2)  For acts or omissions which involve intentional
               misconduct or a knowing violation of law;

                    (3)  For the types of liability set forth in Code Section
               14-2-832; or

                    (4)  For any transaction from which he received an improper
               personal benefit.

               (c)  Where approved or authorized in the manner described in
          subsection (a) of this Code section, a corporation may advance or
          reimburse expenses incurred in advance of final disposition of the
          proceeding only if:

                    (1)  The director furnishes the corporation a written
               affirmation of his good faith belief that his conduct does not
               constitute behavior of the kind described in subsection (b) of
               this Code section; and

                    (2)  The director furnishes the corporation a written
               undertaking, executed personally or on his behalf, to repay any
               advances if it is ultimately determined that he is not entitled
               to indemnification under this Code section.

     Section 14-2-857.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

               Unless a corporation's articles of incorporation provide
          otherwise:

                    (1)  An officer of the corporation who is not a director is
               entitled to mandatory indemnification under Code Section 14-2-852
               and is entitled to apply for court order indemnification under
               Code Section 14-2-854, in each case to the same extent as a
               director; and


                                       7
<PAGE>

                    (2)  A corporation may also indemnify and advance expenses
               to an officer, 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, general or specific action
               of its board of directors, or contract.

     Section 14-2-858.  INSURANCE.

               A corporation may purchase and maintain insurance on behalf of an
          individual who is or was a director, officer, employee, or agent of
          the corporation or who, while a director, officer, employee, or agent
          of the corporation, is or was serving at the request of the
          corporation as a director, officer, partner, trustee, employee, or
          agent of another foreign or domestic corporation, partnership, joint
          venture, trust, employee benefit plan, or other enterprise against
          liability asserted against or incurred by him in that capacity or
          arising from his status as a director, officer, employee, or agent,
          whether or not the corporation would have power to indemnify him
          against the same liability under Code Section 14-2-851 or Code Section
          14-2-852.

     Section 14-2-859.  APPLICATION OF PART.

               (a)  A provision treating a corporation's indemnification of or
          advance for expenses to directors that is contained in its articles of
          incorporation, bylaws, a resolution of its shareholders or board of
          directors, or in a contract or otherwise, is valid only if and to the
          extent the provision is consistent with this part.  If articles of
          incorporation limit indemnification or advance for expenses,
          indemnification and advance for expenses are valid only to the extent
          consistent with the articles.

               (b)  This part does not limit a corporation's power to pay or
          reimburse expenses incurred by a director in connection with his
          appearance as a witness in a proceeding at a time when he has not been
          made a named defendant or respondent to the proceeding.

     The Registrant's Bylaws currently provide that the Registrant shall
indemnify those persons permitted to be indemnified by Sections 14-2-850 through
14-2-859 outlined above.  Officers and directors of the Registrant are presently
covered by insurance which (with certain exceptions and within certain
limitations) indemnifies them against any losses or liabilities arising from his
or her status as a director or officer.  The cost of such insurance is borne by
the Registrant as permitted by the Bylaws of the Registrant and the laws of the
State of Georgia.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.


                                       8
<PAGE>

ITEM 8.   EXHIBITS

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


  Exhibit      Description
  -------      -----------
   4.1         First Sterling Banks, Inc.1996 Substitute Incentive Stock
               Option Plan.

   4.2         Form of  First Sterling Banks, Inc. 1996 Substitute
               Incentive Stock Option Plan Incentive Stock Option Agreement
               for options granted by Eastside Holding Corporation prior to
               February 21, 1996.

   4.3         Form of First Sterling Banks, Inc. 1996 Substitute Incentive
               Stock Option Plan Incentive Stock Option Agreement for
               options granted by Eastside Holding Corporation on February 21,
               1996.

   5           Opinion and Consent of Glass, McCullough, Sherrill & Harrold.

  23.1         Consent of Glass, McCullough, Sherrill & Harrold (contained
               in Exhibit 5).

  23.2         Consent of Mauldin & Jenkins.

  24           Powers of Attorney (included on pages 11 through 12).


ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration Statement:

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

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement. 
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered


                                       9
<PAGE>

               would not exceed that which was registered) and any deviation 
               from low or high and of the estimated maximum offering range may 
               be reflected in 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 twenty percent (20%) 
               change in the maximum aggregate offering price set forth in the 
               "Calculation of Registration Fee" table in the effective 
               registration statement;

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

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and 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
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          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.

     (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)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling


                                      10
<PAGE>

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 Act and will be governed by the final 
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the 16th day of
October, 1996.

                                       FIRST STERLING 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.


                                      11
<PAGE>

     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/ Edward C. Milligan         President, Chief Executive        10/16/96
-------------------------      Officer and Director
Edward C. Milligan


SIGNATURE                      TITLE                               DATE
---------                      -----                               ----


/s/ Barbara J. Bond            Secretary (Principal financial    10/23/96
-------------------------      and accounting officer)
Barbara J. Bond


/s/ P. Harris Hines            Director                          10/23/96
-------------------------
P. Harris Hines


/s/ Harry L. Hudson, Jr.       Director                          10/16/96
-------------------------
Harry L. Hudson, Jr.


/s/ John S. Thibadeau, Jr.     Director                          10/16/96
-------------------------
John S. Thibadeau, Jr.


/s/ Benjamin H. Wofford        Director                          10/17/96
-------------------------
Benjamin H. Wofford


                                      12
<PAGE>

                               INDEX TO EXHIBITS

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

   4.1        First Sterling Banks, Inc. 1996            15
              Substitute Incentive Stock Option    
              Plan.                                

   4.2        Form of First Sterling Banks, Inc.         20
              1996 Substitute Incentive Stock      
              Option Plan Incentive Stock Option   
              Agreement for options granted by     
              Eastside Holding Corporation prior to
              February 21, 1996.                

   4.3        Form of First Sterling Banks, Inc.         25
              1996 Substitute Incentive Stock   
              Option Plan Incentive Stock Option
              Agreement for options granted by
              Eastside Holding Corporation on
              February 21, 1996              

   5          Opinion and Consent of Glass,              31
              McCullough, Sherrill & Harrold.

  23.1        Consent of Glass, McCullough,              31
              Sherrill & Harrold (contained
              in Exhibit 5).       

  23.2        Consent of Mauldin & Jenkins.              34

  24          Powers of Attorney (included on            11
              pages 11 through 12).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 31962}]
{"company-data": {"conformed-name": "WESTSIDE FINANCIAL CORP /GA/", "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": "333-15069", "film-number": "96649921"}, "business-address": {"street1": "POST OFFICE BOX 2147", "city": "MARIETTA", "state": "GA", "zip": "30061-", "phone": "(770)-499-"}, "mail-address": {"street1": "PO BOX 2147", "city": "MARIETTA", "state": "GA", "zip": "30061"}, "former-company": [{"former-conformed-name": "WESTSIDE FINANCIAL CORP  /GA/", "date-changed": "19960130"}, {"former-conformed-name": "WESTSIDE BANK & TRUST CO", "date-changed": "19941108"}, {"former-conformed-name": "WESTSIDE FINANCIAL CORP", "date-changed": "19940425"}]}
As filed with the Securities and Exchange Commission on October __, 1996

                      REGISTRATION STATEMENT NO. _________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                           FIRST STERLING 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)

                             1200 Barrett Parkway
                           Kennesaw, Georgia  30144
            (Address and Zip Code of Principal Executive Offices)

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

     First Sterling Banks, Inc.1996 Substitute Incentive Stock Option Plan
                            (Full title of the Plan)

                               Edward C. Milligan
                           First Sterling Banks, Inc.
                                 P. O. Box 2147
                             Marietta, Georgia 30061
                                 (770) 499-2265
 (Name and address and phone number (including area code) of agent for service)

                                 WITH COPIES TO:
                            T. Kennerly Carroll, Jr.
                      Glass, McCullough, Sherrill & Harrold
                           1409 Peachtree Street, N.E.
                             Atlanta, Georgia  30309
                                 (404) 885-6713

                           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,                50,000               $9.87*                 $493,500              $170.17
no par value                 shares
-----------------------------------------------------------------------------------------------------------
*     Represents average under employee stock option plan of the following: 
          17,000 shares with option price of $13.00 per share; 17,500 shares
          with option price of $7.90 per share; 8,500 shares with option price
          of $9.03 per share; 2,000 shares with option price of $8.40  per
          share; and 5,000 shares with option price of $8.17 per share.
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 Prospectus ("Prospectus") of First Sterling 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 Securities and Exchange Commission on May 23,
          1996;

     (b)  The Registrant's Quarterly Reports on Form 10-QSB for the quarters
          ended March 31, 1996 and June 30, 1996;

     (c)  Description of the Registrant's no par value Common Stock is contained
          at pages 26 through 32 of the Prospectus.

     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 so modified or superseded.  

ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

                                       2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Indemnification of directors and officers of the Registrant is governed by
Sections 14-2-850 through 859 of the Official Code of Georgia as follows:

     Section 14-2-850.  PART DEFINITIONS.

          As used in this part, the term:

               (1)  "Corporation" includes any domestic or foreign predecessor
          entity of a corporation in a merger or other transaction in which the
          predecessor's existence ceased upon consummation of the transaction.

               (2)  "Director" means an individual who is or was a director of a
          corporation or an individual who, while a director of a corporation,
          is or was serving at the corporation's request as a director, officer,
          partner, trustee, employee, or agent of another foreign or domestic
          corporation, partnership, joint venture, trust, employee benefit plan,
          or other enterprise.  A director is considered to be serving an
          employee benefit plan at the corporation's request if his duties to
          the corporation also impose duties on, or otherwise involve services
          by, him to the plan or to participants in or beneficiaries of the
          plan.  Director includes, unless the context requires otherwise, the
          estate or personal representative of a director.

               (3)  "Expenses" include attorney's fees.

               (4)  "Liability" means the obligation to pay a judgment,
          settlement, penalty, fine (including an excise tax assessed with
          respect to an employee benefit plan), or reasonable expenses incurred
          with respect to a proceeding.

               (5)  "Party" includes an individual who was, is, or is threatened
          to be made a named defendant or respondent in a proceeding.

               (6)  "Proceeding" means any threatened, pending, or completed
          action, suit, or proceeding, whether civil, criminal, administrative,
          or investigative and whether formal or informal.

     Section 14-2-851.  AUTHORITY TO INDEMNIFY.

               (a)  Except as provided in subsections (d) and (e) of this Code
          section, a corporation may 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 

                                       3
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.

               (b)  A director's conduct with respect to an employee benefit
          plan for a purpose he believed in good faith to be in the interests of
          the participants in and beneficiaries of the plan is conduct that
          satisfies the requirement of subsection (a) of this Code section.

               (c)  The termination of a proceeding by judgment, order,
          settlement, or conviction, or upon a plea of nolo contendere or its
          equivalent is not, of itself, determinative that the director did not
          meet the standard of conduct set forth in subsection (a) of this Code
          section.

               (d)  A corporation may not indemnify a director under this Code
          section:

                    (1)  In connection with a proceeding by or in the right of
               the corporation in which the director was adjudged liable to the
               corporation; or

                    (2)  In connection with any other proceeding in which he was
               adjudged liable on the basis that personal benefit was improperly
               received by him.

               (e)  Indemnification permitted under this Code section in
          connection with a proceeding by or in the right of the corporation is
          limited to reasonable expenses incurred in connection with the
          proceeding.

     Section 14-2-852.  MANDATORY INDEMNIFICATION.

               Unless limited by its articles of incorporation, to the extent
          that 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.

     Section 14-2-853.  ADVANCE FOR EXPENSES.

               (a)  A corporation may pay for or reimburse the reasonable
          expenses incurred by a director who is a party to a proceeding in
          advance of final disposition of the proceeding if:

                    (1)  The director furnishes the corporation a written
               affirmation of his good faith belief that he has met the standard
               of conduct set forth in subsection (a) of Code Section 14-2-851;
               and

                                       4
(2)  The director furnishes the corporation a written
               undertaking, executed personally or on his behalf, to repay any
               advances if it is ultimately determined that he is not entitled
               to indemnification under this part.

               (b)  The undertaking required by paragraph (2) of subsection (a)
          of this Code section must be an unlimited general obligation of the
          director but need not be secured and may be accepted without reference
          to financial ability to make repayment.

     Section 14-2-854.  COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES.

          Unless a corporation's articles of incorporation provide otherwise, a
          director of the corporation who is a party to a proceeding may apply
          for indemnification or advances for expenses to the court conducting
          the proceeding or to another court of competent jurisdiction.  On
          receipt of an application, the court after giving any notice the court
          considers necessary may order indemnification or advances for expenses
          if it determines:

                    (1)  The director is entitled to mandatory indemnification
               under Code Section 14-2-852, in which case the court shall also
               order the corporation to pay the director's reasonable expenses
               incurred to obtain court ordered indemnification;

                    (2)  The director is fairly and reasonably entitled to
               indemnification in view of all the relevant circumstances,
               whether or not he met the standard of conduct set forth in
               subsection (a) of Code Section 14-2-851 or was adjudged liable as
               described in subsection (d) of Code Section 14-2-851, but if he
               was adjudged so liable his indemnification is limited to
               reasonable expenses incurred unless the articles of incorporation
               or a bylaw, contract, or resolution approved or ratified by the
               shareholders pursuant to Code Section 14-2-856 provides
               otherwise; or

                    (3)  In the case of advances for expenses, the director is
               entitled, pursuant to the articles of incorporation, bylaws, or
               any applicable resolution or agreement, to payment or
               reimbursement of his reasonable expenses incurred as a party to a
               proceeding in advance of final disposition of the proceeding.

     Section 14-2-855.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

               (a)  A corporation may not indemnify a director under Code
          Section 14-2-851 unless authorized thereunder and a determination has
          been made in the

                                       5
specific case that indemnification of the director is permissible in 
          the circumstances because he has met the standard of conduct set forth
          in subsection (a) of Code Section 14-2-851.

               (b)  The determination shall be made:

                    (1)  By the board of directors by majority vote of a quorum
               consisting of directors not at the time parties to the
               proceeding;

                    (2)  If a quorum cannot be obtained under paragraph (1) of
               this subsection, by majority vote of a committee duly designated
               by the board of directors (in which designation directors who are
               parties may participate), consisting solely of two or more
               directors not at the time parties to the proceeding;

                    (3)  By special legal counsel:

                         (A)  Selected by the board of directors or its
                    committee in the manner prescribed in paragraph (1) or (2)
                    of this subsection; or

                         (B)  If a quorum of the board of directors cannot be
                    obtained under paragraph (1) of this subsection and a
                    committee cannot be designated under paragraph (2) of this
                    subsection, selected by majority vote of the full board of
                    directors (in which selection directors who are parties may
                    participate); or

                    (4)  By the shareholders, but shares owned by or voted under
               the control of directors who are at the time parties to the
               proceeding may not be voted on the determination.

               (c)  Authorization of indemnification or an obligation to
          indemnify and evaluation as to reasonableness of expenses shall be
          made in the same manner as the determination that indemnification is
          permissible, except that if the determination is made by special legal
          counsel, authorization of indemnification and evaluation as to
          reasonableness of expenses shall be made by those entitled under
          paragraph (3) of subsection (b) of this Code section to select
          counsel.

     Section 14-2-856.  SHAREHOLDER APPROVED INDEMNIFICATION.

               (a)  If authorized by the articles of incorporation or a bylaw,
          contract, or resolution approved or ratified by the shareholders by a
          majority of the votes entitled to be cast, a corporation may indemnify
          or obligate itself to indemnify a director made a party to a
          proceeding including a proceeding brought by or in the 

                                       6
right of the corporation, without regard to the limitations in other 
          Code sections of this part.

               (b)  The corporation shall not indemnify a director under this
          Code section for any liability incurred in a proceeding in which the
          director is adjudged liable to the corporation or is subjected to
          injunctive relief in favor of the corporation:

                    (1)  For any appropriation, in violation of his duties, of
               any business opportunity of the corporation;

                    (2)  For acts or omissions which involve intentional
               misconduct or a knowing violation of law;

                    (3)  For the types of liability set forth in Code Section
               14-2-832; or

                    (4)  For any transaction from which he received an improper
               personal benefit.

               (c)  Where approved or authorized in the manner described in
          subsection (a) of this Code section, a corporation may advance or
          reimburse expenses incurred in advance of final disposition of the
          proceeding only if:

                    (1)  The director furnishes the corporation a written
               affirmation of his good faith belief that his conduct does not
               constitute behavior of the kind described in subsection (b) of
               this Code section; and

                    (2)  The director furnishes the corporation a written
               undertaking, executed personally or on his behalf, to repay any
               advances if it is ultimately determined that he is not entitled
               to indemnification under this Code section.

     Section 14-2-857.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.

               Unless a corporation's articles of incorporation provide
          otherwise:

                    (1)  An officer of the corporation who is not a director is
               entitled to mandatory indemnification under Code Section 14-2-852
               and is entitled to apply for court order indemnification under
               Code Section 14-2-854, in each case to the same extent as a
               director; and

                                       7
(2)  A corporation may also indemnify and advance expenses
               to an officer, 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, general or specific action
               of its board of directors, or contract.

     Section 14-2-858.  INSURANCE.

               A corporation may purchase and maintain insurance on behalf of an
          individual who is or was a director, officer, employee, or agent of
          the corporation or who, while a director, officer, employee, or agent
          of the corporation, is or was serving at the request of the
          corporation as a director, officer, partner, trustee, employee, or
          agent of another foreign or domestic corporation, partnership, joint
          venture, trust, employee benefit plan, or other enterprise against
          liability asserted against or incurred by him in that capacity or
          arising from his status as a director, officer, employee, or agent,
          whether or not the corporation would have power to indemnify him
          against the same liability under Code Section 14-2-851 or Code Section
          14-2-852.

     Section 14-2-859.  APPLICATION OF PART.

               (a)  A provision treating a corporation's indemnification of or
          advance for expenses to directors that is contained in its articles of
          incorporation, bylaws, a resolution of its shareholders or board of
          directors, or in a contract or otherwise, is valid only if and to the
          extent the provision is consistent with this part.  If articles of
          incorporation limit indemnification or advance for expenses,
          indemnification and advance for expenses are valid only to the extent
          consistent with the articles.

               (b)  This part does not limit a corporation's power to pay or
          reimburse expenses incurred by a director in connection with his
          appearance as a witness in a proceeding at a time when he has not been
          made a named defendant or respondent to the proceeding.

     The Registrant's Bylaws currently provide that the Registrant shall
indemnify those persons permitted to be indemnified by Sections 14-2-850 through
14-2-859 outlined above.  Officers and directors of the Registrant are presently
covered by insurance which (with certain exceptions and within certain
limitations) indemnifies them against any losses or liabilities arising from his
or her status as a director or officer.  The cost of such insurance is borne by
the Registrant as permitted by the Bylaws of the Registrant and the laws of the
State of Georgia.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       8
ITEM 8.   EXHIBITS

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

  Exhibit      Description
  -------      -----------
   4.1         First Sterling Banks, Inc.1996 Substitute Incentive Stock
               Option Plan.

   4.2         Form of  First Sterling Banks, Inc. 1996 Substitute
               Incentive Stock Option Plan Incentive Stock Option Agreement
               for options granted by Eastside Holding Corporation prior to
               February 21, 1996.

   4.3         Form of First Sterling Banks, Inc. 1996 Substitute Incentive
               Stock Option Plan Incentive Stock Option Agreement for
               options granted by Eastside Holding Corporation on February 21,
               1996.

   5           Opinion and Consent of Glass, McCullough, Sherrill & Harrold.

  23.1         Consent of Glass, McCullough, Sherrill & Harrold (contained
               in Exhibit 5).

  23.2         Consent of Mauldin & Jenkins.

  24           Powers of Attorney (included on pages 11 through 12).

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          1.   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration Statement:

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

          (ii) To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement. 
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered

                                       9
would not exceed that which was registered) and any deviation 
               from low or high and of the estimated maximum offering range may 
               be reflected in 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 twenty percent (20%) 
               change in the maximum aggregate offering price set forth in the 
               "Calculation of Registration Fee" table in the effective 
               registration statement;

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

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and 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
     Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          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.

     (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)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling

                                      10
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 Act and will be governed by the final 
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the 16th day of
October, 1996.

                                       FIRST STERLING 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.

                                      11
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/ Edward C. Milligan         President, Chief Executive        10/16/96
-------------------------      Officer and Director
Edward C. Milligan

SIGNATURE                      TITLE                               DATE
---------                      -----                               ----

/s/ Barbara J. Bond            Secretary (Principal financial    10/23/96
-------------------------      and accounting officer)
Barbara J. Bond

/s/ P. Harris Hines            Director                          10/23/96
-------------------------
P. Harris Hines

/s/ Harry L. Hudson, Jr.       Director                          10/16/96
-------------------------
Harry L. Hudson, Jr.

/s/ John S. Thibadeau, Jr.     Director                          10/16/96
-------------------------
John S. Thibadeau, Jr.

/s/ Benjamin H. Wofford        Director                          10/17/96
-------------------------
Benjamin H. Wofford

                                      12
INDEX TO EXHIBITS

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

   4.1        First Sterling Banks, Inc. 1996            15
              Substitute Incentive Stock Option    
              Plan.                                

   4.2        Form of First Sterling Banks, Inc.         20
              1996 Substitute Incentive Stock      
              Option Plan Incentive Stock Option   
              Agreement for options granted by     
              Eastside Holding Corporation prior to
              February 21, 1996.                

   4.3        Form of First Sterling Banks, Inc.         25
              1996 Substitute Incentive Stock   
              Option Plan Incentive Stock Option
              Agreement for options granted by
              Eastside Holding Corporation on
              February 21, 1996              

   5          Opinion and Consent of Glass,              31
              McCullough, Sherrill & Harrold.

  23.1        Consent of Glass, McCullough,              31
              Sherrill & Harrold (contained
              in Exhibit 5).       

  23.2        Consent of Mauldin & Jenkins.              34

  24          Powers of Attorney (included on            11
              pages 11 through 12).