As filed with the Securities and Exchange Commission on June 24, 2002
                            Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                     WESTSTAR FINANCIAL SERVICES CORPORATION
      ____________________________________________________________________
             (Exact Name of Registrant as Specified in its Charter)


        NORTH CAROLINA                                   56-2181423
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                                79 Woodfin Place
                         Asheville, North Carolina 28801
                                 (828) 252-1735
         ______________________________________________________________
    (Address, including ZIP Code, and telephone number, including area code,
                  of registrant's principal executive offices)


    Weststar Financial Services Corporation 2001 Incentive Stock Option Plan
   Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
 _______________________________________________________________________________
                            (Full title of the plans)


                               G. GORDON GREENWOOD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     WESTSTAR FINANCIAL SERVICES CORPORATION
                                79 WOODFIN PLACE
                         ASHEVILLE, NORTH CAROLINA 28801
                                 (828) 252-1735
               __________________________________________________
                     (Name and address of agent for service)

                                 WITH COPIES TO:
                            ANTHONY GAETA, JR. , ESQ.
                              TODD H. EVESON, ESQ.
                             GAETA & GLESENER, P.A.
                        808 SALEM WOODS DRIVE, SUITE 201
                          RALEIGH, NORTH CAROLINA 27615
                                 (919) 845-2558


<PAGE>

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed Maximum           Proposed
  Title of Securities         Amount to be           Offering Price        Maximum Aggregate          Amount of
    to be Registered           Registered              Per Share            Offering Price      Registration Fee (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                              <C>                     <C>                 <C>                       <C>
      Common Stock               139,370                 $7.77               $1,082,904.90             $99.63
    $1.00 Par Value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1)  The shares of Common Stock are being offered to eligible employees and
     directors of Registrant and its direct and indirect subsidiaries pursuant
     to options granted to them in accordance with the terms of the Weststar
     Financial Services Corporation 2001 Incentive Stock Option Plan and the
     Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
     (the "Plans") adopted by Registrant. Pursuant to Rule 457(h), the Aggregate
     Offering Price and the Registration Fee have been calculated on the basis
     of the maximum number of shares to be issued under the Plans and an
     Offering Price equal to the price at which the shares may be purchased
     pursuant to the Plans upon the exercise of the options.


PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Explanatory Note

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I (Items 1 and 2) of Form S-8. The  documents  containing  the  information
specified  in Part I will be  delivered  to the  participants  in the  Plans  as
required by Rule 428(b) under the  Securities  Act of 1933  ("Securities  Act").
Such  documents  are  not  being  filed  with  the  Commission  as  part of this
Registration  Statement or  prospectuses or prospectus  supplements  pursuant to
Rule 424.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     The following  documents filed by Registrant with the Commission  under the
Securities  Act  are   incorporated   herein  by  reference:   (i)  Registrant's
Registration  Statement on Form S-4 filed under the  Securities  Act on February
11, 2000 (Registration No. 333-30200);

     In  addition,  all  documents  subsequently  filed with the  Commission  by
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange  Act of 1934 (the  "Exchange  Act") after the date hereof  prior to the
filing of a  post-effective  amendment which indicates that all securities being
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the dates of filing of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

     Registrant is  incorporated  under the laws of the State of North Carolina.
North  Carolina's  Business  Corporation  Act (the  "BCA")  contains  provisions
prescribing the extent to which directors and officers of a corporation shall or
may be indemnified.

                                       2
<PAGE>


     The BCA permits a  corporation,  with  certain  exceptions,  to indemnify a
current or former  officer or  director  against  liability  if he acted in good
faith and he  reasonably  believed  (i) in the case of conduct  in his  official
capacity with the corporation,  that his conduct was in its best interests, (ii)
in all  other  cases,  that his  conduct  was at least not  opposed  to its best
interests,  and (iii) with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  A  corporation  may not
indemnify  him  in  connection  with a  proceeding  by or in  the  right  of the
corporation in which he was adjudged  liable to the corporation or in connection
with any other proceeding  charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he as adjudged liable on
the basis that personal  benefit was improperly  received by him unless and only
to the extent  that the court in which  such  action or suit was  brought  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all the circumstances of the case, he is fairly and reasonably  entitled
to indemnity for such  reasonable  expenses  incurred which the court shall deem
proper.

     The BCA requires a  corporation  to indemnify an officer or director in the
defense of any proceeding to which he was a party against reasonable expenses to
the  extent  that he is wholly  successful  on the  merits or  otherwise  in his
defense.   Indemnification  under  the  BCA  generally  shall  be  made  by  the
corporation only upon a determination  that  indemnification  of the director or
officer  was  proper  under  the  circumstances  because  he met the  applicable
standard  of  conduct.  Such  determination  may be  made by (i)  the  Board  of
Directors by a majority  vote of a quorum  consisting  of directors  who are not
parties to such proceeding, (ii) if such a quorum is not obtainable, by majority
vote of a committee duly designated by the Board of Directors  consisting solely
of two or more directors not at the time party to such proceeding; (iii) if such
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion, or (iv)
by the stockholders of the corporation.

     The BCA permits a corporation to provide for  indemnification  of directors
and  officers  in its  Articles  of  Incorporation  or Bylaws or by  contract or
otherwise,  against  liability  in  various  proceedings,  and to  purchase  and
maintain  insurance  policies on behalf of these  individuals.  The  Articles of
Incorporation  of the  Registrant  provide for the  elimination  of the personal
liability for monetary  damages for certain  breaches of fiduciary  duty and the
Bylaws of the  Registrant  provide  for the  indemnification  of  directors  and
officers to the maximum extent permitted by North Carolina law.

Item 7. Exemption From Registration Claimed

        Not applicable.

Item 8. Exhibits

     The  following  exhibits  are  filed  herewith  or  incorporated  herein by
reference as a part of the Registration Statement.

     Exhibit Number   Description
     --------------   -----------

           4          Specimen  of   Registrant's   Common   Stock   certificate
                      (incorporated  by reference to  Registration  Statement on
                      Form S-4; Registration No. 333-30200).

           5          Opinion of Gaeta & Glesener,  P.A.  as to the  legality of
                      the securities being registered (filed herewith).

           23.1       Consent of Deloitte & Touche LLP (filed herewith).

           23.2       Consent  of  Gaeta  &  Glesener,  P.A.  (contained  in his
                      opinion filed herewith as Exhibit 5).

                                       3
<PAGE>

     Exhibit Number   Description
     --------------   -----------

           24         Power of Attorney (filed herewith).

           99.1       Copy of Registrant's  2001 Incentive Stock Option Plan and
                      2001 Nonstatutory Stock Option Plan  (incorporated  herein
                      by reference to Registrant's report on Form 10-KSB,  filed
                      with the Securities  and Exchange  Commission on March 22,
                      2002).

           99.2       Copy of Registrant's 2001  Nonstatutory  Stock Option Plan
                      (incorporated  herein by reference to Registrant's  report
                      on Form  10-KSB,  filed with the  Securities  and Exchange
                      Commission on March 22, 2002)

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.

                    (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.

     (1) Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed 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 that time shall be deemed to be the initial bona
fide offering thereof.

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities and 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.

                                       4
<PAGE>


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




                                       5
<PAGE>





                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Asheville, State of North Carolina on June 24, 2002.



                                      WESTSTAR FINANCIAL SERVICES CORPORATION


                                      By: /s/ G. Gordon Greenwood
                                          -------------------------------------
                                          G. Gordon Greenwood
                                          President and Chief Executive Officer





                                       6
<PAGE>


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.


SIGNATURE                                         CAPACITY
---------                                         --------

/s/ Gordon Greenwood                President, Chief Executive Officer,
---------------------------         and Director
G. Gordon Greenwood


/s/ Randall C. Hall                 Chief Financial Officer
---------------------------
Randall C. Hall*


/s/ W. Edward Anderson              Director
---------------------------
W. Edward Anderson*


/s/ M. David Cogburn                Director
---------------------------
M. David Cogburn, M.D.*


/s/ Max O. Cogburn, Sr.             Director
---------------------------
Max O. Cogburn, Sr.*


/s/ Daryl J. Hart                   Director
---------------------------
Daryl J. Hart*


/s/ Carol L King                    Director
---------------------------
Carol L. King*


/s/ Stephen L. Pignatiello          Director
---------------------------
Stephen L. Pignatiello*

/s/ Kent W. Salisbury               Director
---------------------------
Kent W. Salisbury, M.D.*


/s/ Laura A. Webb                   Director
---------------------------
Laura A. Webb*


/s/ David N. Wilcox                 Director
---------------------------
David N. Wilcox*



*  By:  /s/ G. Gordon Greenwood
           Attorney-in-fact




                                       7
<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                  -------------


EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT
------     ----------------------

<S>        <C>                                                    <C>
   4       Specimen of Registrant's Common Stock                  Incorporated by reference

   5       Opinion of Gaeta & Glesener, P.A. as to the legality
           of the securities being registered

 23.1      Consent of Deloitte & Touche LLP

 23.2      Consent of Gaeta & Glesener, P.A.                      Included in Exhibit 5

  24       Power of Attorney

 99.1      Copy of Weststar Financial Services Corporation 2001   Incorporated by reference
           Incentive Stock Option Plan and 2001 Nonstatutory
           Stock Option Plan

 99.2      Copy of Weststar Financial Services Corporation 2001   Incorporated by reference
           Nonstatutory Stock Option Plan

</TABLE>


                                       8
[{"type": "S-8", "sequence": "1", "filename": "form_s8-45669.txt", "secsgml_size_bytes": 18336}]
{"company-data": {"conformed-name": "WESTSTAR FINANCIAL SERVICES CORP", "cik": "0001106181", "assigned-sic": "6770", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91052", "film-number": "02685306"}, "business-address": {"street1": "79 WOODFIN PLACE", "city": "ASHEVILLE", "state": "NC", "zip": "28801", "phone": "8282322902"}, "mail-address": {"street1": "79 WOODFIN PLACE", "city": "ASHEVILLE", "state": "NC", "zip": "28801"}}
As filed with the Securities and Exchange Commission on June 24, 2002
                            Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                     WESTSTAR FINANCIAL SERVICES CORPORATION
      ____________________________________________________________________
             (Exact Name of Registrant as Specified in its Charter)

        NORTH CAROLINA                                   56-2181423
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                                79 Woodfin Place
                         Asheville, North Carolina 28801
                                 (828) 252-1735
         ______________________________________________________________
    (Address, including ZIP Code, and telephone number, including area code,
                  of registrant's principal executive offices)

    Weststar Financial Services Corporation 2001 Incentive Stock Option Plan
   Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
 _______________________________________________________________________________
                            (Full title of the plans)

                               G. GORDON GREENWOOD
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     WESTSTAR FINANCIAL SERVICES CORPORATION
                                79 WOODFIN PLACE
                         ASHEVILLE, NORTH CAROLINA 28801
                                 (828) 252-1735
               __________________________________________________
                     (Name and address of agent for service)

                                 WITH COPIES TO:
                            ANTHONY GAETA, JR. , ESQ.
                              TODD H. EVESON, ESQ.
                             GAETA & GLESENER, P.A.
                        808 SALEM WOODS DRIVE, SUITE 201
                          RALEIGH, NORTH CAROLINA 27615
                                 (919) 845-2558
CALCULATION OF REGISTRATION FEE (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed Maximum           Proposed
  Title of Securities         Amount to be           Offering Price        Maximum Aggregate          Amount of
    to be Registered           Registered              Per Share            Offering Price      Registration Fee (1)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock               139,370                 $7.77               $1,082,904.90             $99.63
    $1.00 Par Value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1)  The shares of Common Stock are being offered to eligible employees and
     directors of Registrant and its direct and indirect subsidiaries pursuant
     to options granted to them in accordance with the terms of the Weststar
     Financial Services Corporation 2001 Incentive Stock Option Plan and the
     Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
     (the "Plans") adopted by Registrant. Pursuant to Rule 457(h), the Aggregate
     Offering Price and the Registration Fee have been calculated on the basis
     of the maximum number of shares to be issued under the Plans and an
     Offering Price equal to the price at which the shares may be purchased
     pursuant to the Plans upon the exercise of the options.

PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Explanatory Note

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I (Items 1 and 2) of Form S-8. The  documents  containing  the  information
specified  in Part I will be  delivered  to the  participants  in the  Plans  as
required by Rule 428(b) under the  Securities  Act of 1933  ("Securities  Act").
Such  documents  are  not  being  filed  with  the  Commission  as  part of this
Registration  Statement or  prospectuses or prospectus  supplements  pursuant to
Rule 424.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

     The following  documents filed by Registrant with the Commission  under the
Securities  Act  are   incorporated   herein  by  reference:   (i)  Registrant's
Registration  Statement on Form S-4 filed under the  Securities  Act on February
11, 2000 (Registration No. 333-30200);

     In  addition,  all  documents  subsequently  filed with the  Commission  by
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange  Act of 1934 (the  "Exchange  Act") after the date hereof  prior to the
filing of a  post-effective  amendment which indicates that all securities being
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the dates of filing of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

     Registrant is  incorporated  under the laws of the State of North Carolina.
North  Carolina's  Business  Corporation  Act (the  "BCA")  contains  provisions
prescribing the extent to which directors and officers of a corporation shall or
may be indemnified.

                                       2
The BCA permits a  corporation,  with  certain  exceptions,  to indemnify a
current or former  officer or  director  against  liability  if he acted in good
faith and he  reasonably  believed  (i) in the case of conduct  in his  official
capacity with the corporation,  that his conduct was in its best interests, (ii)
in all  other  cases,  that his  conduct  was at least not  opposed  to its best
interests,  and (iii) with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  A  corporation  may not
indemnify  him  in  connection  with a  proceeding  by or in  the  right  of the
corporation in which he was adjudged  liable to the corporation or in connection
with any other proceeding  charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he as adjudged liable on
the basis that personal  benefit was improperly  received by him unless and only
to the extent  that the court in which  such  action or suit was  brought  shall
determine upon application that,  despite the adjudication of liability,  but in
view of all the circumstances of the case, he is fairly and reasonably  entitled
to indemnity for such  reasonable  expenses  incurred which the court shall deem
proper.

     The BCA requires a  corporation  to indemnify an officer or director in the
defense of any proceeding to which he was a party against reasonable expenses to
the  extent  that he is wholly  successful  on the  merits or  otherwise  in his
defense.   Indemnification  under  the  BCA  generally  shall  be  made  by  the
corporation only upon a determination  that  indemnification  of the director or
officer  was  proper  under  the  circumstances  because  he met the  applicable
standard  of  conduct.  Such  determination  may be  made by (i)  the  Board  of
Directors by a majority  vote of a quorum  consisting  of directors  who are not
parties to such proceeding, (ii) if such a quorum is not obtainable, by majority
vote of a committee duly designated by the Board of Directors  consisting solely
of two or more directors not at the time party to such proceeding; (iii) if such
quorum is not  obtainable,  or, even if obtainable if a quorum of  disinterested
directors so directs, by independent legal counsel in a written opinion, or (iv)
by the stockholders of the corporation.

     The BCA permits a corporation to provide for  indemnification  of directors
and  officers  in its  Articles  of  Incorporation  or Bylaws or by  contract or
otherwise,  against  liability  in  various  proceedings,  and to  purchase  and
maintain  insurance  policies on behalf of these  individuals.  The  Articles of
Incorporation  of the  Registrant  provide for the  elimination  of the personal
liability for monetary  damages for certain  breaches of fiduciary  duty and the
Bylaws of the  Registrant  provide  for the  indemnification  of  directors  and
officers to the maximum extent permitted by North Carolina law.

Item 7. Exemption From Registration Claimed

        Not applicable.

Item 8. Exhibits

     The  following  exhibits  are  filed  herewith  or  incorporated  herein by
reference as a part of the Registration Statement.

     Exhibit Number   Description
     --------------   -----------

           4          Specimen  of   Registrant's   Common   Stock   certificate
                      (incorporated  by reference to  Registration  Statement on
                      Form S-4; Registration No. 333-30200).

           5          Opinion of Gaeta & Glesener,  P.A.  as to the  legality of
                      the securities being registered (filed herewith).

           23.1       Consent of Deloitte & Touche LLP (filed herewith).

           23.2       Consent  of  Gaeta  &  Glesener,  P.A.  (contained  in his
                      opinion filed herewith as Exhibit 5).

                                       3
Exhibit Number   Description
     --------------   -----------

           24         Power of Attorney (filed herewith).

           99.1       Copy of Registrant's  2001 Incentive Stock Option Plan and
                      2001 Nonstatutory Stock Option Plan  (incorporated  herein
                      by reference to Registrant's report on Form 10-KSB,  filed
                      with the Securities  and Exchange  Commission on March 22,
                      2002).

           99.2       Copy of Registrant's 2001  Nonstatutory  Stock Option Plan
                      (incorporated  herein by reference to Registrant's  report
                      on Form  10-KSB,  filed with the  Securities  and Exchange
                      Commission on March 22, 2002)

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.

                    (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.

     (1) Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed 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 that time shall be deemed to be the initial bona
fide offering thereof.

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

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities and 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.

                                       4
(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 Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Asheville, State of North Carolina on June 24, 2002.

                                      WESTSTAR FINANCIAL SERVICES CORPORATION

                                      By: /s/ G. Gordon Greenwood
                                          -------------------------------------
                                          G. Gordon Greenwood
                                          President and Chief Executive Officer

                                       6
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

SIGNATURE                                         CAPACITY
---------                                         --------

/s/ Gordon Greenwood                President, Chief Executive Officer,
---------------------------         and Director
G. Gordon Greenwood

/s/ Randall C. Hall                 Chief Financial Officer
---------------------------
Randall C. Hall*

/s/ W. Edward Anderson              Director
---------------------------
W. Edward Anderson*

/s/ M. David Cogburn                Director
---------------------------
M. David Cogburn, M.D.*

/s/ Max O. Cogburn, Sr.             Director
---------------------------
Max O. Cogburn, Sr.*

/s/ Daryl J. Hart                   Director
---------------------------
Daryl J. Hart*

/s/ Carol L King                    Director
---------------------------
Carol L. King*

/s/ Stephen L. Pignatiello          Director
---------------------------
Stephen L. Pignatiello*

/s/ Kent W. Salisbury               Director
---------------------------
Kent W. Salisbury, M.D.*

/s/ Laura A. Webb                   Director
---------------------------
Laura A. Webb*

/s/ David N. Wilcox                 Director
---------------------------
David N. Wilcox*

*  By:  /s/ G. Gordon Greenwood
           Attorney-in-fact

                                       7
EXHIBIT INDEX
                                  -------------

EXHIBIT
NUMBER     DESCRIPTION OF EXHIBIT
------     ----------------------
4       Specimen of Registrant's Common Stock                  Incorporated by reference

   5       Opinion of Gaeta & Glesener, P.A. as to the legality
           of the securities being registered

 23.1      Consent of Deloitte & Touche LLP

 23.2      Consent of Gaeta & Glesener, P.A.                      Included in Exhibit 5

  24       Power of Attorney

 99.1      Copy of Weststar Financial Services Corporation 2001   Incorporated by reference
           Incentive Stock Option Plan and 2001 Nonstatutory
           Stock Option Plan

 99.2      Copy of Weststar Financial Services Corporation 2001   Incorporated by reference
           Nonstatutory Stock Option Plan
8