As filed with the Securities and Exchange Commission  
                               on June 13, 1997
                                                       Registration No. 333-    
  ___________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                      __________________________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                     ___________________________________

                    First Pulaski National Corporation                
         ___________________________________________________________
           (Exact name of registrant as specified in its charter)

                                 Tennessee                          
             ___________________________________________________  
       (State or other jurisdiction of incorporation or organization)

                                 62-1110294           
                        ____________________________
                    (I.R.S. employer identification no.)

                           206 South First Street
                        Pulaski, Tennessee 38478-0289  
                   ________________________________________
                   (Address of principal executive offices)

                     First Pulaski National Corporation
                           1997 Stock Option Plan
                           ______________________
                          (Full title of the plan)

                              Robert M. Curry 
                    Chairman of the Board of Directors 
                        and Chief Executive Officer
                    First Pulaski National Corporation
                          206 South First Street
                       Pulaski, Tennessee 38478-0289   
                    ___________________________________
                  (Name and address of agent for service)

                               (615) 363-2585                      
                 ___________________________________________
        (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
                                                             Proposed
                                        Proposed             maximum
Title of securities  Amount to be    Maximum offering   aggregate offering      Amount of  
to be registered     registered(1)  price per share(2)        price          registration fee  
_____________________________________________________________________________________________

<S>                <C>     <S>           <C>             <C>                    <C>
Common Stock,       100,000 shares        $20.99          $2,099,000.00          $636.06
$1.00 par value


  (1) This figure represents the aggregate number of shares of Common Stock 
being registered hereby for purchase by employees under the First Pulaski
National Corporation 1997 Stock Option Plan (the "Plan").  There are also
registered an undetermined number of additional shares of Common Stock
that may become available for purchase in accordance with the provisions
of the Plan in the event of certain changes in the outstanding shares of
Common Stock of the Company such as a stock dividend or stock split or a
change in corporate structure such as a merger, reorganization, 
consolidation or recapitalization.
<PAGE>


(2)  Estimated solely for purposes of calculating the registration fee and 
based on, pursuant to Rule 457(h)(1), the unaudited book value as of 
March 31, 1997 of the shares of common stock of First Pulaski National 
Corporation being registered.
</TABLE>
<PAGE>

                                   PART II

              Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by First Pulaski National 
Corporation (the "Registrant") with the Securities and Exchange Commission 
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are 
hereby incorporated by reference as of their respective dates:

    (1)  The Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996.

    (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1997; and

    (3)  The description of the Registrant's Common Stock contained in
         the Registration Statement on Form S-14, File No. 2-73488,
         filed by the Registrant to register the Common Stock under 
         the Exchange Act, including all amendments and reports filed 
         for the purpose of updating such description prior to the 
         termination of the offering of the Common Stock offered
         hereby.

     All documents filed by the Registrant pursuant to Section 13(a), 
13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to 
the filing of a post-effective amendment to this Registration Statement 
which indicates that all securities offered hereby 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 filing of such documents.  Any statements contained in a document 
incorporated or deemed to be incorporated by reference herein  shall be 
deemed to be modified or replaced for purposes hereof to the extent that a 
statement contained herein (or in any other subsequently filed document 
which also is incorporated or deemed to be incorporated by reference 
herein) modifies or replaces such statement.  Any statement so modified or 
replaced shall not be deemed, except as so modified or replaced, to 
constitute a part hereof. 

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         The Tennessee Business Corporation Act ("TBCA") provides that a 
corporation may indemnify any of its directors and officers against 
liability incurred in connection with a proceeding if (a) such person acted 
in good faith; (b) in the case of conduct in an official capacity with the 
corporation, he reasonably believed such conduct was in the corporation's 
best interests; (c) in all other cases, he reasonably believed that his 
conduct was at least not opposed to the best interests of the corporation; 
and (d) in connection with any criminal proceeding, such person had no 
reasonable cause to believe his conduct was unlawful.  In actions brought 
by or in the right of the corporation, however, the TBCA provides that no 
indemnification may be made if the director or officer was adjudged to be 
liable to the corporation.  The TBCA also provides that in connection with 
any proceeding charging improper personal benefit to an officer or 
director, no indemnification may be made if such officer or director is 
adjudged liable on the basis that such personal benefit was improperly 
received.  In cases where the director or officer is wholly successful, on 
the merits or otherwise, in the defense of any proceeding instigated 
because of his or her status as a director or officer of a corporation, the 
TBCA mandates that the corporation indemnify the director or officer 
against reasonable expenses incurred in the proceeding.  The TBCA provides 
that a court of competent jurisdiction, unless the corporation's charter 
provides otherwise, upon application, may order that an officer or director 
be indemnified for reasonable expenses if, in consideration of all relevant 
circumstances, the court determines that such individual is fairly and 
reasonably entitled to indemnification, notwithstanding the fact that (a) 
such officer or director was adjudged liable to the corporation in a 
proceeding by or in the right of the corporation; (b) such officer or 
director was adjudged liable on the basis that personal benefit was 
improperly received by him; or (c) such officer or director breached his 
duty of care to the corporation. 

         The Registrant's Bylaws provide that each director and officer of 
<PAGE>
the Registrant will be indemnified against all liability and reasonable 
expenses incurred by him or her in connection with any claim, action, suit 
or proceeding, provided that such person is successful with respect thereto 
or acted in good faith, in a manner he or she believed to be in the best 
interests of the Registrant, and, in the case of a criminal action or 
proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  An officer or director claiming indemnification who has not been 
wholly successful with respect to his claim or proceeding will be entitled 
to indemnification if independent legal counsel delivers to the corporation 
a written finding that such person has met the standards of conduct 
described above.  In addition, the Registrant may advance expenses to an 
officer or director upon receipt of an undertaking by such person to repay 
such amount unless he or she is entitled to indemnification.

         The Registrant believes that its Bylaw provisions are necessary to 
attract and retain qualified persons as directors and officers.

         The Registrant has in effect a directors' and officers' liability 
insurance policy which provides coverage for its directors and officers.  
Under this policy, the insurer agrees to pay, subject to certain 
exclusions, for any claim made against a director or officer of the 
Registrant for a wrongful act by such director or officer, but only if and 
to the extent such director or officer becomes legally obligated to pay 
such claim.  

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits

         Exhibit 4.1    First Pulaski National Corporation 1997 Stock 
                        Option Plan (incorporated by reference to Exhibit 99
                        to the Registrant's Proxy Statement for 1997).

         Exhibit 5.1    Opinion of Bass, Berry & Sims PLC

         Exhibit 23.1   Consent of Bass, Berry & Sims PLC (included in 
                        Exhibit 5.1)

         Exhibit 23.2   Consent of Putman and Hancock, Certified Public 
                        Accountants

         Exhibit 24.1   Power of Attorney (included on signature page to
                        this Registration Statement) 

Item 9.  Undertakings.

     A.         The 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, as amended (the "Securities
    Act"); 

              (ii)       To reflect in the prospectus any facts or events
    arising after the effective date of the Registration Statement (or the most
    recent post-effective amendment thereof) which, individually or in the 
    aggregate, represent a fundamental change in the information set forth in 
    the Registration Statement; 

             (iii)       To include any material information with respect to
    the plan of distribution not previously disclosed in the Registration 
    Statement or any material change to such information in the Registration
    Statement. 

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by 
<PAGE>
those paragraphs is contained in periodic reports filed with or furnished 
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the 
Exchange Act that are incorporated by reference in the Registration 
Statement.

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


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

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

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

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

                             SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8, and has duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Pulaski, State of Tennessee, on 
the 13th day of June, 1997.


                               FIRST PULASKI NATIONAL CORPORATION


                               By: /s/ Robert M. Curry 
                                   --------------------------------
                                   Robert M. Curry
                                   Chairman of the Board of Directors and 
                                   Chief Executive Officer


    KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears 
below hereby constitutes and appoints Robert M. Curry and William R. Horne, 
and each of them, his true and lawful attorneys-in-fact and agents, with 
full power of substitution and resubstitution, for him and in his name, 
place, and stead, in any and all capacities, to sign any and all amendments 
to this Registration Statement, and to file the same, with the Securities 
and Exchange Commission, granting unto said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully to 
all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or 
their substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.

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


Signature                  Title                       Date 

  

/s/ Robert M. Curry        Chairman of the Board of    June 10, 1997
---------------------      Directors and Chief             
Robert M. Curry            Executive Officer



/s/ William R. Horne       President and Director      June 10, 1997
---------------------
William R. Horne


  
/s/ Glen Lamar             Secretary/Treasurer and     June 10, 1997
---------------------      Director (Principal 
Glen Lamar                 Financial and Accounting 
                           Officer)



  
/s/ David E. Bagley        Director                    June 10, 1997
---------------------
David E. Bagley


  
/s/ Johnny Bevill          Director                    June 10, 1997
---------------------
Johnny Bevill

<PAGE>

Signature                  Title                       Date
 
 
/s/ James K. Blackburn,IV  Director                    June 10, 1997
---------------------
James K. Blackburn, IV


  
/s/ Wade Boggs             Director                    June 10, 1997
---------------------
Wade Boggs

                                                  

/s/ James H. Butler        Director                    June 10, 1997
---------------------
James H. Butler



                           Director                    June ___, 1997
---------------------
Thomas L. Cardin



/s/ Joyce F. Chaffin       Director                    June 10, 1997          
---------------------
Joyce F. Chaffin




/s/ Parmenas Cox           Director                    June 10, 1997
---------------------
Parmenas Cox



/s/ Greg G. Dugger DDS     Director                    June 10, 1997
---------------------
Greg G. Dugger



/s/ Joe Dunavant            Director                   June 10, 1997
---------------------
Joe Dunnavant



/s/ Charles D. Haney MD     Director                   June 10, 1997          
----------------------
Charles D. Haney, MD



/s/ Gary Harrison           Director                   June 10, 1997
----------------------
Gary Harrison



/s/ Morris Ed Harwell       Director                   June 10, 1997
----------------------
Morris Ed Harwell



/s/ R. M. Harwell           Director                   June 10, 1997
----------------------
R. M. Harwell

<PAGE>

Signature                   Title                      Date


/s/ James Rand Hayes        Director                   June 10, 1997
----------------------
James Rand Hayes



/s/ D. Clayton Lee          Director                   June 10, 1997
----------------------
D. Clayton Lee



/s/ Kenneth R. Lowry        Director                   June 10, 1997
----------------------
Kenneth R. Lowry



/s/ Beatrice J. McElroy     Director                   June 10, 1997
----------------------
Beatrice J. McElroy



/s/ William A. McNairy      Director                   June 10, 1997
----------------------
William A. McNairy



                            Director                   June ___, 1997
---------------------- 
W. Harwell Murrey MD



/s/ Stephen F. Speer        Director                   June 10, 1997
----------------------
Stephen F. Speer


/s/ Bill Yancey             Director                   June 10, 1997
----------------------
Bill Yancey

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20205}]
{"company-data": {"conformed-name": "FIRST PULASKI NATIONAL CORP", "cik": "0000354706", "assigned-sic": "6021", "irs-number": "621110294", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29209", "film-number": "97623879"}, "business-address": {"street1": "206 S FIRST ST", "city": "PULASKI", "state": "TN", "zip": "38478", "phone": "6153632585"}}
As filed with the Securities and Exchange Commission  
                               on June 13, 1997
                                                       Registration No. 333-    
  ___________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                      __________________________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                     ___________________________________

                    First Pulaski National Corporation                
         ___________________________________________________________
           (Exact name of registrant as specified in its charter)

                                 Tennessee                          
             ___________________________________________________  
       (State or other jurisdiction of incorporation or organization)

                                 62-1110294           
                        ____________________________
                    (I.R.S. employer identification no.)

                           206 South First Street
                        Pulaski, Tennessee 38478-0289  
                   ________________________________________
                   (Address of principal executive offices)

                     First Pulaski National Corporation
                           1997 Stock Option Plan
                           ______________________
                          (Full title of the plan)

                              Robert M. Curry 
                    Chairman of the Board of Directors 
                        and Chief Executive Officer
                    First Pulaski National Corporation
                          206 South First Street
                       Pulaski, Tennessee 38478-0289   
                    ___________________________________
                  (Name and address of agent for service)

                               (615) 363-2585                      
                 ___________________________________________
        (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________________________
                                                             Proposed
                                        Proposed             maximum
Title of securities  Amount to be    Maximum offering   aggregate offering      Amount of  
to be registered     registered(1)  price per share(2)        price          registration fee  
_____________________________________________________________________________________________
Common Stock,       100,000 shares        $20.99          $2,099,000.00          $636.06
$1.00 par value

  (1) This figure represents the aggregate number of shares of Common Stock 
being registered hereby for purchase by employees under the First Pulaski
National Corporation 1997 Stock Option Plan (the "Plan").  There are also
registered an undetermined number of additional shares of Common Stock
that may become available for purchase in accordance with the provisions
of the Plan in the event of certain changes in the outstanding shares of
Common Stock of the Company such as a stock dividend or stock split or a
change in corporate structure such as a merger, reorganization, 
consolidation or recapitalization.
(2)  Estimated solely for purposes of calculating the registration fee and 
based on, pursuant to Rule 457(h)(1), the unaudited book value as of 
March 31, 1997 of the shares of common stock of First Pulaski National 
Corporation being registered.
PART II

              Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by First Pulaski National 
Corporation (the "Registrant") with the Securities and Exchange Commission 
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are 
hereby incorporated by reference as of their respective dates:

    (1)  The Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1996.

    (2)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1997; and

    (3)  The description of the Registrant's Common Stock contained in
         the Registration Statement on Form S-14, File No. 2-73488,
         filed by the Registrant to register the Common Stock under 
         the Exchange Act, including all amendments and reports filed 
         for the purpose of updating such description prior to the 
         termination of the offering of the Common Stock offered
         hereby.

     All documents filed by the Registrant pursuant to Section 13(a), 
13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to 
the filing of a post-effective amendment to this Registration Statement 
which indicates that all securities offered hereby 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 filing of such documents.  Any statements contained in a document 
incorporated or deemed to be incorporated by reference herein  shall be 
deemed to be modified or replaced for purposes hereof to the extent that a 
statement contained herein (or in any other subsequently filed document 
which also is incorporated or deemed to be incorporated by reference 
herein) modifies or replaces such statement.  Any statement so modified or 
replaced shall not be deemed, except as so modified or replaced, to 
constitute a part hereof. 

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         The Tennessee Business Corporation Act ("TBCA") provides that a 
corporation may indemnify any of its directors and officers against 
liability incurred in connection with a proceeding if (a) such person acted 
in good faith; (b) in the case of conduct in an official capacity with the 
corporation, he reasonably believed such conduct was in the corporation's 
best interests; (c) in all other cases, he reasonably believed that his 
conduct was at least not opposed to the best interests of the corporation; 
and (d) in connection with any criminal proceeding, such person had no 
reasonable cause to believe his conduct was unlawful.  In actions brought 
by or in the right of the corporation, however, the TBCA provides that no 
indemnification may be made if the director or officer was adjudged to be 
liable to the corporation.  The TBCA also provides that in connection with 
any proceeding charging improper personal benefit to an officer or 
director, no indemnification may be made if such officer or director is 
adjudged liable on the basis that such personal benefit was improperly 
received.  In cases where the director or officer is wholly successful, on 
the merits or otherwise, in the defense of any proceeding instigated 
because of his or her status as a director or officer of a corporation, the 
TBCA mandates that the corporation indemnify the director or officer 
against reasonable expenses incurred in the proceeding.  The TBCA provides 
that a court of competent jurisdiction, unless the corporation's charter 
provides otherwise, upon application, may order that an officer or director 
be indemnified for reasonable expenses if, in consideration of all relevant 
circumstances, the court determines that such individual is fairly and 
reasonably entitled to indemnification, notwithstanding the fact that (a) 
such officer or director was adjudged liable to the corporation in a 
proceeding by or in the right of the corporation; (b) such officer or 
director was adjudged liable on the basis that personal benefit was 
improperly received by him; or (c) such officer or director breached his 
duty of care to the corporation. 

         The Registrant's Bylaws provide that each director and officer of
the Registrant will be indemnified against all liability and reasonable 
expenses incurred by him or her in connection with any claim, action, suit 
or proceeding, provided that such person is successful with respect thereto 
or acted in good faith, in a manner he or she believed to be in the best 
interests of the Registrant, and, in the case of a criminal action or 
proceeding, had no reasonable cause to believe his or her conduct was 
unlawful.  An officer or director claiming indemnification who has not been 
wholly successful with respect to his claim or proceeding will be entitled 
to indemnification if independent legal counsel delivers to the corporation 
a written finding that such person has met the standards of conduct 
described above.  In addition, the Registrant may advance expenses to an 
officer or director upon receipt of an undertaking by such person to repay 
such amount unless he or she is entitled to indemnification.

         The Registrant believes that its Bylaw provisions are necessary to 
attract and retain qualified persons as directors and officers.

         The Registrant has in effect a directors' and officers' liability 
insurance policy which provides coverage for its directors and officers.  
Under this policy, the insurer agrees to pay, subject to certain 
exclusions, for any claim made against a director or officer of the 
Registrant for a wrongful act by such director or officer, but only if and 
to the extent such director or officer becomes legally obligated to pay 
such claim.  

Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits

         Exhibit 4.1    First Pulaski National Corporation 1997 Stock 
                        Option Plan (incorporated by reference to Exhibit 99
                        to the Registrant's Proxy Statement for 1997).

         Exhibit 5.1    Opinion of Bass, Berry & Sims PLC

         Exhibit 23.1   Consent of Bass, Berry & Sims PLC (included in 
                        Exhibit 5.1)

         Exhibit 23.2   Consent of Putman and Hancock, Certified Public 
                        Accountants

         Exhibit 24.1   Power of Attorney (included on signature page to
                        this Registration Statement) 

Item 9.  Undertakings.

     A.         The 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, as amended (the "Securities
    Act"); 

              (ii)       To reflect in the prospectus any facts or events
    arising after the effective date of the Registration Statement (or the most
    recent post-effective amendment thereof) which, individually or in the 
    aggregate, represent a fundamental change in the information set forth in 
    the Registration Statement; 

             (iii)       To include any material information with respect to
    the plan of distribution not previously disclosed in the Registration 
    Statement or any material change to such information in the Registration
    Statement. 

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished 
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the 
Exchange Act that are incorporated by reference in the Registration 
Statement.

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

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

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

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

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

    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8, and has duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Pulaski, State of Tennessee, on 
the 13th day of June, 1997.

                               FIRST PULASKI NATIONAL CORPORATION

                               By: /s/ Robert M. Curry 
                                   --------------------------------
                                   Robert M. Curry
                                   Chairman of the Board of Directors and 
                                   Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears 
below hereby constitutes and appoints Robert M. Curry and William R. Horne, 
and each of them, his true and lawful attorneys-in-fact and agents, with 
full power of substitution and resubstitution, for him and in his name, 
place, and stead, in any and all capacities, to sign any and all amendments 
to this Registration Statement, and to file the same, with the Securities 
and Exchange Commission, granting unto said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully to 
all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or 
their substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.

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

Signature                  Title                       Date 

  

/s/ Robert M. Curry        Chairman of the Board of    June 10, 1997
---------------------      Directors and Chief             
Robert M. Curry            Executive Officer

/s/ William R. Horne       President and Director      June 10, 1997
---------------------
William R. Horne

  
/s/ Glen Lamar             Secretary/Treasurer and     June 10, 1997
---------------------      Director (Principal 
Glen Lamar                 Financial and Accounting 
                           Officer)

  
/s/ David E. Bagley        Director                    June 10, 1997
---------------------
David E. Bagley

  
/s/ Johnny Bevill          Director                    June 10, 1997
---------------------
Johnny Bevill
Signature                  Title                       Date
 
 
/s/ James K. Blackburn,IV  Director                    June 10, 1997
---------------------
James K. Blackburn, IV

  
/s/ Wade Boggs             Director                    June 10, 1997
---------------------
Wade Boggs

                                                  

/s/ James H. Butler        Director                    June 10, 1997
---------------------
James H. Butler

                           Director                    June ___, 1997
---------------------
Thomas L. Cardin

/s/ Joyce F. Chaffin       Director                    June 10, 1997          
---------------------
Joyce F. Chaffin

/s/ Parmenas Cox           Director                    June 10, 1997
---------------------
Parmenas Cox

/s/ Greg G. Dugger DDS     Director                    June 10, 1997
---------------------
Greg G. Dugger

/s/ Joe Dunavant            Director                   June 10, 1997
---------------------
Joe Dunnavant

/s/ Charles D. Haney MD     Director                   June 10, 1997          
----------------------
Charles D. Haney, MD

/s/ Gary Harrison           Director                   June 10, 1997
----------------------
Gary Harrison

/s/ Morris Ed Harwell       Director                   June 10, 1997
----------------------
Morris Ed Harwell

/s/ R. M. Harwell           Director                   June 10, 1997
----------------------
R. M. Harwell
Signature                   Title                      Date

/s/ James Rand Hayes        Director                   June 10, 1997
----------------------
James Rand Hayes

/s/ D. Clayton Lee          Director                   June 10, 1997
----------------------
D. Clayton Lee

/s/ Kenneth R. Lowry        Director                   June 10, 1997
----------------------
Kenneth R. Lowry

/s/ Beatrice J. McElroy     Director                   June 10, 1997
----------------------
Beatrice J. McElroy

/s/ William A. McNairy      Director                   June 10, 1997
----------------------
William A. McNairy

                            Director                   June ___, 1997
---------------------- 
W. Harwell Murrey MD

/s/ Stephen F. Speer        Director                   June 10, 1997
----------------------
Stephen F. Speer

/s/ Bill Yancey             Director                   June 10, 1997
----------------------
Bill Yancey