As filed with the Securities and Exchange Commission on 
February 10, 1997
Registration No. 333-_____________

	    SECURITIES AND EXCHANGE COMMISSION
		 WASHINGTON, D.C. 20549
      

			 FORM S-8

	      REGISTRATION STATEMENT UNDER
	       THE SECURITIES ACT OF 1933


	    BUTTON GWINNETT FINANCIAL CORPORATION
       (Exact name of Registrant as specified in its charter)

	 Georgia                               58-1766331
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

	2230 Scenic Highway, Snellville, Georgia  30278
     (Address of principal executive offices and zip code)

	    Button Gwinnett Financial Corp.
	      1993 Stock Incentive Plan
	       (Full Title of the Plan)

		Kathryn L. Knudson, Esq.
	  Powell, Goldstein, Frazer & Murphy LLP
	  191 Peachtree Street, N.E., 16th Floor
		  Atlanta, Georgia 30303
	    (Name and address of agent for service)

		       (404)  572-6600
   (Telephone number, including area code, of agent for service)
<TABLE>

		 CALCULATION OF REGISTRATION FEE

<CAPTION>

			   Proposed    Proposed
Title of                   Maximum     Maximum
Securities     Amount      Offering    Aggregate        Amount of
to be          to be       Price       Offering      Registration
Registered     Registered  Per Share   Price                 Fee
<S>            <C>        <C>          <C>           <C>
Common
Stock, $0.01   250,000    $14.52 (2)   $3,630,000 (3) $1,100
par value      shares(1)

<FN>
<F1>
(1)  Representing shares to be issued and sold by the Registrant 
upon the exercise of options granted or to be granted under the 
Button Gwinnett Financial Corporation 1993 Stock Incentive Plan 
(the "Plan").  This Registration Statement also covers such 
indeterminable number of additional shares as may become issuable 
to prevent dilution in the event of a stock split, stock 
dividend, reclassification or other similar transaction pursuant 
to the terms of the Plan.
<F2>

(2)  The book value of the Registrant's Common Stock as of 
December 31, 1996.

<F3>
(3)  The aggregate offering price is calculated solely for the 
purpose of determining the registration fee pursuant to Rule 
457(h)(1) under the Securities Act of 1933, as amended.

</FN>
</TABLE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part I 
of the Instructions to the Registration Statement on Form S-8 
will be sent or given to employees of the Registrant as required 
by Rule 428(b)(1) promulgated under the Securities Act of 1933, 
as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed with the Securities and 
Exchange  Commission (the "Commission") are incorporated herein 
by reference:

       The Registrant's Annual Report on Form 10-KSB for the 
fiscal year ended December 31, 1995 (File No. 0-24008);

       The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended March 31, 1996 (File No. 0-24008);

     (3)  The Registrant's Quarterly Report on Form 10-QSB, for 
the quarter ended June 30, 1996 (File No. 0-24008); and

     (4)  The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended September 30, 1996 (File No. 0-24008).

     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 (the "Exchange Act") prior to the filing of a post-
effective amendment that indicates that all securities offered 
hereby have been sold or that deregisters all such securities 
then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof 
from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     The Registrant's Bylaws provide that directors, and officers 
of the Registrant be indemnified by the Registrant against all 
actual and reasonable expenses and liabilities reasonably 
incurred in connection with service for or on behalf of the 
Registrant to the extent that such person has been successful on 
the merits or otherwise.  The Registrant may indemnify directors 
and officers if he or she acted in good faith or in a manner that 
he or she believed in good faith to be in or not opposed to the 
best interest of the corporation; provided that directors and 
officers will not be entitled to indemnification if he or she is 
adjudged liable to the corporation, or in connection with any 
other proceeding in which he or she was adjudged liable on the 
basis that personal benefit was improperly received by such 
person.

     The Registrant's Restated and Amended Articles of 
Incorporation provide that directors of the Registrant will not 
be personally liable for monetary damages to the Registrant or 
its shareholders for breaches of their fiduciary duty as 
directors, except for (i) any appropriation, in violation of a 
director's duties, of any business opportunity of the Registrant; 
(ii) any acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law; (iii) the 
types of liability set forth on Section 14-2-832, or any 
successor section thereto, of the Official Code of Georgia 
Annotated (pertaining to unlawful distributions); or (iv) any 
transaction from which a director derives an improper material 
tangible personal benefit.  

     Subject to certain conditions set forth in the Plan, 
directors and committee members administering the Plan shall not 
be liable for any action or determination made in good faith by 
the Board of Directors or the Committee with respect to the Plan 
or any incentive award issued thereunder.  Indemnification will 
be available to directors except for those proceedings where the 
director is judged to be liable to the corporation or on the 
basis that personal benefit was improperly received.

     Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Registrant pursuant to the foregoing provisions, 
the Registrant has been informed that in the opinion of the 
Commission such indemnification is against public policy as 
expressed in the Securities Act and is therefore unenforceable.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by 
reference into this Registration Statement pursuant to Item 601 
of Regulation S-B:

Exhibit
  No.                  Description

4(a)    Restated and Amended Articles of Incorporation of 
	the Registrant (incorporated herein by reference to
	Exhibit 3.1 to the Registrant's Form 10-KSB for
	the fiscal year ended December 31, 1993 previously 
	filed with the Securities and Exchange Commission 
	(File No. 33-51246).

4(b)    Bylaws of the Registrant (incorporated herein by 
	reference to Exhibit 3.2 to the Registrant's Form 
	10-KSB for the fiscal year ended December 31, 1993, 
	previously filed with the Securities and Exchange 
	Commission) (File No. 33-51246).

5       Opinion of Counsel, Powell, Goldstein, Frazer & 
	Murphy, with respect to the securities being 
	registered.

23(a)   Consent of counsel (included in Exhibit 5).

23(b)   Consent of Mauldin & Jenkins, independent auditors.
     
24.     Power of Attorney (see signature pages to this 
	Registration Statement).


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;

       (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 registration statement is on Form S-3, Form S-8 
and 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 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 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, 
each filing of the Registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act (and, where 
applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in the Registration Statement shall be 
deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering 
thereof.

     (h)  Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the Registrant pursuant to the 
foregoing provisions or otherwise, the Registrant has been 
advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the 
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, 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 Lawrenceville, State of Georgia, on this the 10th day of 
February, 1997.

		      BUTTON GWINNETT FINANCIAL CORPORATION


		By:  
		   Glenn S. White 
		   President


POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints each of Glenn S. 
White and Andrew R. Pourchier as his or her true and lawful 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, for the person and in his or her name, place and 
stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and 
other documents in connection therewith, with the Securities and 
Exchange Commission, granting unto each of said attorneys-in-fact 
and agents, full power and authority to do and perform each and 
every act and thing required or necessary to be done in and about 
the premises, as fully to all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all 
that each of said attorneys-in-fact and agents, or their 
substitutes, could lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed below on February 10, 1997 
by the following persons in the capacities indicated.


			       Director
David R. Bowen


			       Director
Robert A. Bradshaw


			       Director
James F. Brannan, Jr.


/s/ James R. Brown             Director
James R. Brown


/s/ W. Emmett Clower           Director
W. Emmett Clower


			       Director
Jean A. Coppage

 
			       Director
Edwin F. Forrest


/s/ David G. Hanna             Director
David G. Hanna


/s/ J. Richard Norton, Sr.     Director
J. Richard Norton, Sr.


/s/ Andrew R. Pourchier        Vice President/Director
Andrew R. Pourchier            (Principal Financial and
				Accounting Officer)


/s/ John D. Stephens          Chairman of the Board/Director
John D. Stephens


/s/ Judy A. Waters            Director
Judy A. Waters


/s/ Warren O. Wheeler         Director
Warren O. Wheeler


/s/ Glenn S. White            President/Director
Glenn S. White                (Principal Executive Officer)


			      Director
Bobby W. Williams


			    EXHIBIT INDEX

Exhibit
  No.                  Description

4(a)*      Restated and Amended Articles of Incorporation of 
	   the Registrant (incorporated herein by reference to
	   Exhibit 3.1 to the Registrant's Form 10-KSB for
	   the fiscal year ended December 31, 1993 previously 
	   filed with the Securities and Exchange Commission 
	   (File No. 33-51246).

4(b)*      Bylaws of the Registrant (incorporated herein by 
	   reference to Exhibit 3.2 to the Registrant's Form 
	   10-KSB for the fiscal year ended December 31, 1993, 
	   previously filed with the Securities and Exchange 
	   Commission) (File No. 33-51246).

5          Opinion of Counsel, Powell, Goldstein, Frazer & 
	   Murphy, with respect to the securities being 
	   registered (included in Exhibit 23.a)

23(a)      Consent of counsel (included in Exhibit 5).

23(b)      Consent of Mauldin & Jenkins, independent auditors.

24.        Power of Attorney (see signature pages of this Registration  
	   Statement).


* Indicates exhibit incorporated herein by reference to another public filing.

	      [POWELL, GOLDSTEIN, FRAZER & MURPHY LETTERHEAD]
				 Exhibit 5


February 10, 1997




Button Gwinnett Financial Corporation
2230 Scenic Highway
Snellville, Georgia  30278

     Re:  Registration Statement on Form S-8
	  Button Gwinnett Financial Corp. 
	  1993 Stock Incentive Plan 

Ladies and Gentlemen:

     We have served as counsel for Button Gwinnett Financial 
Corporation, a Georgia corporation (the "Company"), in connection 
with the registration under the Securities Act of 1933, as 
amended, pursuant to a Registration Statement on Form S-8 (the 
"Registration Statement"), of an aggregate of 250,000 shares (the 
"Shares") of common stock, $.01 par value, of the Company, to be 
issued and sold by the Company upon the exercise of options 
granted to selected officers and employees of the Company and its 
subsidiaries pursuant to the 1993 Button Gwinnett Financial 
Corporation Stock Incentive Plan (the "Plan").

     We have examined and are familiar with originals or copies 
(certified, photostatic or otherwise identified to our 
satisfaction) of such documents, corporate records and other 
instruments relating to the incorporation of the Company and the 
authorization of the grants of stock options pursuant to the Plan 
as we have deemed necessary and advisable.  In such examinations, 
we have assumed the genuineness of all signatures on all 
originals and copies of documents we have examined, the 
authenticity of all documents submitted to us as originals and 
the conformity to original documents of all certified, conformed 
or photostatic copies.  As to questions of fact material and 
relevant to our opinion, we have relied upon certificates or 
representations of Company officials and of appropriate 
governmental officials.

     We express no opinion as to matters under or involving the 
laws of any jurisdiction other than the corporate law of the 
State of Georgia.

     Based upon and subject to the foregoing and having regard 
for such legal considerations as we have deemed relevant, it is 
our opinion that:

       The Shares have been duly authorized; and

       Upon the issuance and delivery of the Shares pursuant 
to the exercise of options and payment therefor as provided in 
the Plan and as contemplated by the Registration Statement, such 
Shares will be legally and validly issued, fully paid and 
non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5 
to the Registration Statement.

			     Very truly yours,

			     /s/

			     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17436}]
{"company-data": {"conformed-name": "BUTTON GWINNETT FINANCIAL CORP", "cik": "0000813613", "assigned-sic": "6022", "irs-number": "581766331", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21487", "film-number": "97522498"}, "business-address": {"street1": "P O BOX 1230", "city": "LAWRENCEVILLE", "state": "GA", "zip": "30246-1230", "phone": "7709636665"}, "mail-address": {"street1": "P O BOX1230", "city": "LAWRENCEVILLE", "state": "GA", "zip": "30246-1230"}, "former-company": {"former-conformed-name": "BUTTON GWINNETT BANCORP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on 
February 10, 1997
Registration No. 333-_____________

	    SECURITIES AND EXCHANGE COMMISSION
		 WASHINGTON, D.C. 20549
      

			 FORM S-8

	      REGISTRATION STATEMENT UNDER
	       THE SECURITIES ACT OF 1933

	    BUTTON GWINNETT FINANCIAL CORPORATION
       (Exact name of Registrant as specified in its charter)

	 Georgia                               58-1766331
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                Identification No.)

	2230 Scenic Highway, Snellville, Georgia  30278
     (Address of principal executive offices and zip code)

	    Button Gwinnett Financial Corp.
	      1993 Stock Incentive Plan
	       (Full Title of the Plan)

		Kathryn L. Knudson, Esq.
	  Powell, Goldstein, Frazer & Murphy LLP
	  191 Peachtree Street, N.E., 16th Floor
		  Atlanta, Georgia 30303
	    (Name and address of agent for service)

		       (404)  572-6600
   (Telephone number, including area code, of agent for service)

		 CALCULATION OF REGISTRATION FEE
Proposed    Proposed
Title of                   Maximum     Maximum
Securities     Amount      Offering    Aggregate        Amount of
to be          to be       Price       Offering      Registration
Registered     Registered  Per Share   Price                 Fee
Common
Stock, $0.01   250,000    $14.52 (2)   $3,630,000 (3) $1,100
par value      shares(1)
(1)  Representing shares to be issued and sold by the Registrant 
upon the exercise of options granted or to be granted under the 
Button Gwinnett Financial Corporation 1993 Stock Incentive Plan 
(the "Plan").  This Registration Statement also covers such 
indeterminable number of additional shares as may become issuable 
to prevent dilution in the event of a stock split, stock 
dividend, reclassification or other similar transaction pursuant 
to the terms of the Plan.
(2)  The book value of the Registrant's Common Stock as of 
December 31, 1996.
(3)  The aggregate offering price is calculated solely for the 
purpose of determining the registration fee pursuant to Rule 
457(h)(1) under the Securities Act of 1933, as amended.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I 
of the Instructions to the Registration Statement on Form S-8 
will be sent or given to employees of the Registrant as required 
by Rule 428(b)(1) promulgated under the Securities Act of 1933, 
as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed with the Securities and 
Exchange  Commission (the "Commission") are incorporated herein 
by reference:

       The Registrant's Annual Report on Form 10-KSB for the 
fiscal year ended December 31, 1995 (File No. 0-24008);

       The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended March 31, 1996 (File No. 0-24008);

     (3)  The Registrant's Quarterly Report on Form 10-QSB, for 
the quarter ended June 30, 1996 (File No. 0-24008); and

     (4)  The Registrant's Quarterly Report on Form 10-QSB for 
the quarter ended September 30, 1996 (File No. 0-24008).

     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 (the "Exchange Act") prior to the filing of a post-
effective amendment that indicates that all securities offered 
hereby have been sold or that deregisters all such securities 
then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof 
from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     The Registrant's Bylaws provide that directors, and officers 
of the Registrant be indemnified by the Registrant against all 
actual and reasonable expenses and liabilities reasonably 
incurred in connection with service for or on behalf of the 
Registrant to the extent that such person has been successful on 
the merits or otherwise.  The Registrant may indemnify directors 
and officers if he or she acted in good faith or in a manner that 
he or she believed in good faith to be in or not opposed to the 
best interest of the corporation; provided that directors and 
officers will not be entitled to indemnification if he or she is 
adjudged liable to the corporation, or in connection with any 
other proceeding in which he or she was adjudged liable on the 
basis that personal benefit was improperly received by such 
person.

     The Registrant's Restated and Amended Articles of 
Incorporation provide that directors of the Registrant will not 
be personally liable for monetary damages to the Registrant or 
its shareholders for breaches of their fiduciary duty as 
directors, except for (i) any appropriation, in violation of a 
director's duties, of any business opportunity of the Registrant; 
(ii) any acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law; (iii) the 
types of liability set forth on Section 14-2-832, or any 
successor section thereto, of the Official Code of Georgia 
Annotated (pertaining to unlawful distributions); or (iv) any 
transaction from which a director derives an improper material 
tangible personal benefit.  

     Subject to certain conditions set forth in the Plan, 
directors and committee members administering the Plan shall not 
be liable for any action or determination made in good faith by 
the Board of Directors or the Committee with respect to the Plan 
or any incentive award issued thereunder.  Indemnification will 
be available to directors except for those proceedings where the 
director is judged to be liable to the corporation or on the 
basis that personal benefit was improperly received.

     Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Registrant pursuant to the foregoing provisions, 
the Registrant has been informed that in the opinion of the 
Commission such indemnification is against public policy as 
expressed in the Securities Act and is therefore unenforceable.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by 
reference into this Registration Statement pursuant to Item 601 
of Regulation S-B:

Exhibit
  No.                  Description

4(a)    Restated and Amended Articles of Incorporation of 
	the Registrant (incorporated herein by reference to
	Exhibit 3.1 to the Registrant's Form 10-KSB for
	the fiscal year ended December 31, 1993 previously 
	filed with the Securities and Exchange Commission 
	(File No. 33-51246).

4(b)    Bylaws of the Registrant (incorporated herein by 
	reference to Exhibit 3.2 to the Registrant's Form 
	10-KSB for the fiscal year ended December 31, 1993, 
	previously filed with the Securities and Exchange 
	Commission) (File No. 33-51246).

5       Opinion of Counsel, Powell, Goldstein, Frazer & 
	Murphy, with respect to the securities being 
	registered.

23(a)   Consent of counsel (included in Exhibit 5).

23(b)   Consent of Mauldin & Jenkins, independent auditors.
     
24.     Power of Attorney (see signature pages to this 
	Registration Statement).

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;

       (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 registration statement is on Form S-3, Form S-8 
and 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 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 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, 
each filing of the Registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act (and, where 
applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in the Registration Statement shall be 
deemed to be a new registration statement relating to the 
securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering 
thereof.

     (h)  Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the Registrant pursuant to the 
foregoing provisions or otherwise, the Registrant has been 
advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the 
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, 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 Lawrenceville, State of Georgia, on this the 10th day of 
February, 1997.

		      BUTTON GWINNETT FINANCIAL CORPORATION

		By:  
		   Glenn S. White 
		   President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints each of Glenn S. 
White and Andrew R. Pourchier as his or her true and lawful 
attorney-in-fact and agent, with full power of substitution and 
resubstitution, for the person and in his or her name, place and 
stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and 
other documents in connection therewith, with the Securities and 
Exchange Commission, granting unto each of said attorneys-in-fact 
and agents, full power and authority to do and perform each and 
every act and thing required or necessary to be done in and about 
the premises, as fully to all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all 
that each of said attorneys-in-fact and agents, or their 
substitutes, could lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed below on February 10, 1997 
by the following persons in the capacities indicated.

			       Director
David R. Bowen

			       Director
Robert A. Bradshaw

			       Director
James F. Brannan, Jr.

/s/ James R. Brown             Director
James R. Brown

/s/ W. Emmett Clower           Director
W. Emmett Clower

			       Director
Jean A. Coppage

 
			       Director
Edwin F. Forrest

/s/ David G. Hanna             Director
David G. Hanna

/s/ J. Richard Norton, Sr.     Director
J. Richard Norton, Sr.

/s/ Andrew R. Pourchier        Vice President/Director
Andrew R. Pourchier            (Principal Financial and
				Accounting Officer)

/s/ John D. Stephens          Chairman of the Board/Director
John D. Stephens

/s/ Judy A. Waters            Director
Judy A. Waters

/s/ Warren O. Wheeler         Director
Warren O. Wheeler

/s/ Glenn S. White            President/Director
Glenn S. White                (Principal Executive Officer)

			      Director
Bobby W. Williams

			    EXHIBIT INDEX

Exhibit
  No.                  Description

4(a)*      Restated and Amended Articles of Incorporation of 
	   the Registrant (incorporated herein by reference to
	   Exhibit 3.1 to the Registrant's Form 10-KSB for
	   the fiscal year ended December 31, 1993 previously 
	   filed with the Securities and Exchange Commission 
	   (File No. 33-51246).

4(b)*      Bylaws of the Registrant (incorporated herein by 
	   reference to Exhibit 3.2 to the Registrant's Form 
	   10-KSB for the fiscal year ended December 31, 1993, 
	   previously filed with the Securities and Exchange 
	   Commission) (File No. 33-51246).

5          Opinion of Counsel, Powell, Goldstein, Frazer & 
	   Murphy, with respect to the securities being 
	   registered (included in Exhibit 23.a)

23(a)      Consent of counsel (included in Exhibit 5).

23(b)      Consent of Mauldin & Jenkins, independent auditors.

24.        Power of Attorney (see signature pages of this Registration  
	   Statement).

* Indicates exhibit incorporated herein by reference to another public filing.

	      [POWELL, GOLDSTEIN, FRAZER & MURPHY LETTERHEAD]
				 Exhibit 5

February 10, 1997

Button Gwinnett Financial Corporation
2230 Scenic Highway
Snellville, Georgia  30278

     Re:  Registration Statement on Form S-8
	  Button Gwinnett Financial Corp. 
	  1993 Stock Incentive Plan 

Ladies and Gentlemen:

     We have served as counsel for Button Gwinnett Financial 
Corporation, a Georgia corporation (the "Company"), in connection 
with the registration under the Securities Act of 1933, as 
amended, pursuant to a Registration Statement on Form S-8 (the 
"Registration Statement"), of an aggregate of 250,000 shares (the 
"Shares") of common stock, $.01 par value, of the Company, to be 
issued and sold by the Company upon the exercise of options 
granted to selected officers and employees of the Company and its 
subsidiaries pursuant to the 1993 Button Gwinnett Financial 
Corporation Stock Incentive Plan (the "Plan").

     We have examined and are familiar with originals or copies 
(certified, photostatic or otherwise identified to our 
satisfaction) of such documents, corporate records and other 
instruments relating to the incorporation of the Company and the 
authorization of the grants of stock options pursuant to the Plan 
as we have deemed necessary and advisable.  In such examinations, 
we have assumed the genuineness of all signatures on all 
originals and copies of documents we have examined, the 
authenticity of all documents submitted to us as originals and 
the conformity to original documents of all certified, conformed 
or photostatic copies.  As to questions of fact material and 
relevant to our opinion, we have relied upon certificates or 
representations of Company officials and of appropriate 
governmental officials.

     We express no opinion as to matters under or involving the 
laws of any jurisdiction other than the corporate law of the 
State of Georgia.

     Based upon and subject to the foregoing and having regard 
for such legal considerations as we have deemed relevant, it is 
our opinion that:

       The Shares have been duly authorized; and

       Upon the issuance and delivery of the Shares pursuant 
to the exercise of options and payment therefor as provided in 
the Plan and as contemplated by the Registration Statement, such 
Shares will be legally and validly issued, fully paid and 
non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5 
to the Registration Statement.

			     Very truly yours,

			     /s/

			     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP