As filed with the Securities and Exchange Commission on July 3, 1996.
                     Registration No. 33-____________
                                               
                           
          SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549
                           
                       FORM S-8

          REGISTRATION STATEMENT UNDER THE 
                SECURITIES ACT OF 1933

           National Affiliated Corporation
(Exact name of registrant as specified in its charter)
                           
              Louisiana                             72-0947819   
           (State or other jurisdiction of        (I.R.S. Employer
           incorporation or organization)    Identification No.)

             7228 England Drive, Suite 24
                    P.O. Box 12190
             Alexandria, Louisiana 71315
                    (318) 473-4355
                           
(Address, including zip code,  and telephone number, including area
  code, of Registrant's principal executive offices)
               _______________________

  National Affiliated Corporation Stock Option Plan

               (Full title of the Plan)
               _______________________

Benjamin P. Wall              Copy to:          Michael W. Tankersley
Chief Executive Officer            Hughes & Luce, L.L.P.
National Affiliated Corporation    1717MainStreet, Suite 2800
7228 England Drive                 Dallas, Texas  75201
Suite 24                           
Alexandria, Louisiana 71303
(800) 673-2220
(Name, address, and telephone number,
including area code, of agent for service)
               _______________________
                           
           CALCULATION OF REGISTRATION FEE


Title of each class 
of Securities
to be Registered      Common Stock, no par value

Amount
to be
Registered(1)         385,466 shares

Proposed Maximum
Offering Price
per Share             $2.125

Proposed Maximum
Aggregate
Offering Price        $819,116

Amount of
Registration
Fee                   $282.45


 (1) Estimated solely for the purpose of calculating the registration fee in 
accordance with Rule 457 based on the average of the
high and low prices of National Affiliated Corporation's common stock reported 
on the "Over The Counter" market on June 24, 1996.
  
          
  


                        PART I

  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

  Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

  Not required to be filed with this Registration Statement.


                                  PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference.

  The following documents which have been previously filed with the Securities 
and Exchange Commission (the "Commission") by National Affiliated Corporation 
(the "Company") are incorporated by reference in this Registration Statement:

  (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 and the Company's Quarterly Report on Form 10-QSB for the 
period ended March 31, 1996.

  (b)  All reports filed by the Company pursuant to Sections 13(a) or 15(d) of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since 
December 31, 1995.

   (c) The description of the Company's common stock (the "Common Stock"),
contained in the Company's registration statement on Form 10 including any 
amendment or report filed for the purpose of updating such description.

  All documents subsequently filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment to this
Registration Statement which indicates that all of the shares of Common Stock 
offered have been sold or which deregisters all of such shares 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.

  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement 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 
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

  Not applicable.

Item 5.   Interests of Named Experts and Counsel.

  Not applicable.

Item 6.   Indemnification of Directors and Officers.

  The Company's Bylaws provide that the Company may indemnify any person who was
or is a party to or is threatened to be made a party to any threatened, 
pending or completed actions, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the Company), by reason of the fact that such person is or was a director, 
officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or 
agent of another business, foreign or nonprofit corporation, partnership, 
joint venture, or other enterprise against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner 
reasonably believed to be in or not opposed to the best interests of the 
Company, and, with respect to any criminal action or proceeding, had no 
reasonable cause to believe the alleged conduct was unlawful. 

  The power to indemnify applies to actions brought by or in the right of the 
Company as well, but only to the extent of defense expenses, including 
attorneys' fees and amounts paid in settlement not exceeding, in the judgment 
of the board of directors, the estimated expense of litigating the action to 
conclusion, actually and reasonably incurred in
connection with the defense or settlement of such action, and no indemnification
shall be made in respect of any claim, issue, or matter as to which such 
person shall have been adjudged by a court of competent jurisdiction, after 
exhaustion of all appeals therefrom, to be liable for willful or intentional 
misconduct in the performance of his duty to the
corporation unless, and only to the extent that the court shall determine 
upon application that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses that the court
shall deem proper.

  The Company's Bylaws further provide that a determination of the minimum 
standard required for indemnification may be made by either (a) the Board of 
Directors by a majority vote of a quorum consisting of directors who were not 
parties to such action, suit or proceeding, or (b) if such a quorum is not 
obtainable, and the board of directors so
directs, by independent legal counsel in a written opinion, or (c) the Company's
stockholders.  The Company may advance expenses to the potential indemnity only 
if the Company's Board of Directors so authorizes and if the potential 
indemnity undertakes in writing to repay the expenses if it is subsequently 
determined that he is not entitled to indemnification.  These indemnification 
provisions are not exclusive of any other rights to
which a person may be entitled by law, agreement, vote of stockholders or 
disinterested directors or otherwise.

  Insofar as indemnification by the Company for liabilities arising under the 
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to 
directors, officers or persons controlling the Company pursuant to the 
foregoing provisions, the Company 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 7.   Exemption from Registration Claimed.

  Not applicable.

Item 8.   Exhibits.

  The Exhibits to this Registration Statement are listed in the Index to 
Exhibits on page 8 of this Registration Statement, which Index is incorporated 
herein by reference.

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 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 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 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.

  (c)  Insofar as indemnification by the registrant for liabilities arising 
under the Securities Act may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the provisions described in 
Item 6, 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 by the registrant 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 or 
amendment thereto to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Alexandria, State of Louisiana, 
on June 28, 1996.

                                NATIONAL AFFILIATED CORPORATION


                                By: /s/ Benjamin P. Wall         
                                      Benjamin P. Wall, 
                                      Chairman of the Board,
                                      Chief Executive Officer


                         POWER OF ATTORNEY

  Each person whose signature appears below hereby constitutes and appoints
Benjamin P. Wall, his true and lawful attorney-in-fact and agent 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 (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,
and hereby grants to such attorney-in-fact and agent full power and authority 
to do and perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or 
his 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 or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated:

           Signature                  Title                Date

     /s/ Benjamin P. Wall     Chairman of the Board,   June 20, 1996
       Benjamin P. Wall      Chief Executive Officer
                          (Principal Executive Officer)

      /s/ Jerry L. Johnston     Vice President and     June 24, 1996
        Jerry L. Johnston    Chief Financial Officer
                             (Principal Financial and
                               Accounting Officer)

      /s/ John I. Boxberger          Director         June 20, 1996
        John I. Boxberger

    /s/ Lynn Parks Clayton          Director           June 21, 1996
      Lynn Parks Clayton

   /s/ Robert F. Meredith, III      Director           June 19, 1996
     Robert F. Meredith, III

     ____________________            Director         June ___, 1996
       G. Vaughn Walton

      /s/ Bobby Williams            Director           June 20, 1996
        Bobby Williams

     ____________________   Vice Chairman and Director June ___, 1996
        Dan Van Wormer



                  INDEX TO EXHIBITS




Exhibit
 Number             Exhibit                                  Sequentially 
                                                             Numbered Page

4.1    National Affiliated Corporation Stock Option Plan          9

5.1    Opinion of Bolen, Erwin & Johnson.                         16

23.1   Consent of Bolen, Erwin & Johnson
          (Contained in Exhibit 5.1)                              16

23.2   Consent of Deloitte & Touche, L.L.P.                       17

24.1   Power of Attorney (Contained at page 7)                    7

                           
                     EXHIBIT 4.1
                           
           NATIONAL AFFILIATED CORPORATION
                  STOCK OPTION PLAN


  1.   Purpose of the Plan.  This Plan shall be known as the National Affiliated
Corporation Stock Option Plan.  The purpose of the Plan is to attract and 
retain the best available personnel for positions of substantial responsibility 
and to provide incentives to such personnel to promote the success of the 
business of National Affiliated Corporation and its subsidiaries.

  Options granted under this Plan are not intended to qualify as "incentive 
stock options" pursuant to Section 422 of the Internal Revenue Code of 1986, 
as amended from time to time.

  2.   Definitions.  As used herein, the following definitions shall apply:

       (a)  "Board" shall mean the Board of Directors of the Corporation.

       (b)  "Common Stock" shall mean the Common Stock, no par value per
share, of the Corporation.  Except as otherwise provided herein, all Common 
Stock issued pursuant to the Plan shall have the same rights as all other 
issued and outstanding shares of Common Stock, including but not limited to 
voting rights, the right to dividends, if declared and paid, and the right to 
pro rata distributions of the Corporation's assets in the event of liquidation.

       (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

       (d)  "Committee" shall mean the committee described in Section 18 that
administers the Plan.

       (e)  "Corporation" shall mean National Affiliated Corporation, a
Louisiana corporation.

       (f)  "Date of Grant" shall mean the date on which an Option is granted
pursuant to this Plan or, if the Committee so determines, the date specified 
by the Committee as the date the award is to be effective.

       (g)  "Disinterested Director" shall mean a director who is not, during
the one year prior to service as an administrator of the Plan, or during such 
service, granted or awarded an Option pursuant to the Plan or any other plan 
of the Corporation or any of its affiliates (except as provided in Section 18(c)
of this Plan and as may be permitted by Rule 16b-3 promulgated under the 
Exchange Act).

       (h)  "Employee" shall mean any officer or other key employee of the
Corporation or one of its Subsidiaries (including any director who is also an 
officer or key employee of the Corporation or one of its Subsidiaries).

       (i)  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

       (j)  "Fair Market Value" shall mean the closing sale price (or average
of the quoted closing bid and asked prices if there is no closing sale price 
reported) of the Common Stock on the date specified as reported by NASDAQ/NMS 
or by the principal national stock exchange on which the Common Stock is then 
listed.  If there is no reported price information for the Common Stock, the 
Fair Market Value will be determined by the Committee, in its sole discretion.
In making such determination, the Committee may, but shall not be obligated to,
commission and rely upon an
independent appraisal of the Common Stock.

       (k)  "Option" shall mean a stock option granted pursuant to Section 6
of this Plan.

       (l)  "Optionee" shall mean any Employee or director who receives an
Option.

       (m)  "Participant" shall mean an Employee or director who receives an
Option pursuant to this Plan.

       (n)  "Plan" shall mean the National Affiliated Corporation Stock Option
Plan, as amended from time to time.

       (o)  "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations
under the Exchange Act as Rule 16b-3 may be amended from time to time and any
successor provisions to Rule 16b-3 under the Exchange Act.

       (p)  "Subsidiary" shall mean any now existing or hereinafter organized
or acquired company of which more than fifty percent (50%) of the issued and
outstanding voting stock is owned or controlled directly or indirectly by the
Corporation or through one or more Subsidiaries of the Corporation.

  3.   Term of Plan.  The Plan has been adopted by the Board and shall be
deemed effective as of the date of such approval, and shall continue in effect 
until terminated pursuant to Section 18(a) hereof.

  4.   Shares Subject to the Plan.  Except as otherwise provided in Section 17
hereof, the aggregate number of shares of Common Stock issuable upon the 
exercise of Options pursuant to this Plan shall be 385,466 shares.  Such shares
may either be authorized but unissued shares or treasury shares.  The 
Corporation shall, during the term of this Plan, reserve and keep available a 
number of shares of Common Stock sufficient to satisfy the requirements of the 
Plan.  If an Option should expire or become unexercisable for any reason without
having been exercised in full, then the shares that were subject thereto shall, 
unless the Plan shall have terminated, be available for the grant of additional 
Options under this Plan, subject to the limitations set forth above.

  5.   Eligibility.  Options may be granted under Section 6 of the Plan to such
Employees and directors of the Corporation or its Subsidiaries as shall be 
determined by the Committee.  Subject to the limitations and qualifications 
set forth in this Plan, the Committee shall also determine the number of 
Options to be granted, the number of shares subject to each Option, the 
exercise price or prices of each Option, the vesting and exercise period of 
each Option, whether an Option may be exercised as
to less than all of the Common Stock subject thereto, and such other terms and
conditions of each Option, if any, as are consistent with the provisions of 
this Plan. 

  6.   Grant of Options.  Except as provided in Section 18(c), the Committee
shall determine the number of shares of Common Stock to be offered from time to
time pursuant to Options granted hereunder and shall grant Options under the 
Plan. The grant of Options shall be evidenced by Option agreements containing 
such terms and provisions as are approved by the Committee and executed on 
behalf of the Corporation by an appropriate officer.  Each Option shall not be 
transferable otherwise than by will or the law of descent and distribution, 
and is exercisable, during the Participant's lifetime, only by the Participant.

  7.   Time of Grant of Options.  The date of grant of an Option under the Plan
shall be the date on which the Committee awards the Option or, if the 
Committee so determines, the date specified by the Committee as the date the 
award is to be effective.  Notice of the grant shall be given to each 
Participant to whom an Option is granted promptly after the date of such grant.

  8.   Price.  The Option price for each share of Common Stock subject to an
Option (the "Exercise Price") granted pursuant to Section 6 of the Plan shall be
determined by the Committee at the Date of Grant; provided, however, that the
Exercise Price for any Option shall not be less than 100% of the Fair Market 
Value of the Common Stock at the Date of Grant.

  9.   Vesting.  Subject to Section 11 of this Plan, each Option under the Plan
shall vest in accordance with the vesting provisions set forth in the applicable
Option agreement.  The Committee may, but shall not be required to, permit 
acceleration of vesting upon any sale of the Corporation or similar transaction.
A Participant's Option agreement may contain such additional provisions with 
respect to vesting as the Committee shall specify.

  10.  Exercise.  A Participant may pay the Exercise Price of the shares of
Common Stock as to which an Option is being exercised by the delivery of cash,
check or, at the Corporation's option, by the delivery of shares of Common Stock
having a Fair Market Value on the date immediately preceding the exercise date 
equal to the Exercise Price.

  If the shares to be purchased are covered by an effective registration 
statement under the Securities Act of 1933, as amended, any Option granted under
the Plan may be exercised by a broker-dealer acting on behalf of an Optionee if 
(a) the broker-dealer has received from the Optionee or the Corporation a 
fully- and duly-endorsed agreement evidencing such Option, together with 
instructions signed by the Optionee requesting the Corporation to deliver the 
shares of Common Stock subject to such Option to the broker-dealer on behalf of 
the Optionee and specifying the account into which such shares should be 
deposited, (b) adequate provision has been made with respect to the payment of 
any withholding taxes due upon such exercise, and (c) the broker-dealer and the 
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 
CFR Part 220, or any successor provision.

  11.  When Options May be Exercised.  No Option shall be exercisable at any
time after the expiration of  years from the Date of Grant.  In addition, if an 
Optionee of a Option ceases to be an employee or a director of the Corporation 
or any Related Corporation for any reason, such Optionee's vested Options shall 
not be exercisable after (a) 30 days following the date such Optionee ceases 
to be an employee or director of the Corporation or any Related Corporation, if 
such cessation of service is not due to the death or permanent and total 
disability (within the meaning of Section 22(e)(3) of the Code) of the Optionee,
or (b) 180 days following the date such Optionee ceases to be an employee or  
director of the Corporation or any Related Corporation, if such cessation of 
service is due to the death or permanent and total
disability (as defined above) of the Optionee.  Upon the death of an Optionee, 
any vested Option exercisable on the date of death may be exercised by the 
Optionee's estate or by a person who acquires the right to exercise such Option 
by bequest or inheritance or by reason of the death of the Optionee, provided 
that such exercise occurs within both the remaining option term of the Option 
and 180 days after the date of the Optionee's death.  This Section 11 only 
provides the outer limits of allowable exercise dates with respect to Options; 
the Committee may determine that the exercise period for  Option shall have a 
shorter duration than as specified above.

  12.  Option Financing.  Upon the exercise of any Option granted under the
Plan, the Corporation may, but shall not be required to, make financing 
available to the Participant for the purchase of shares of Common Stock 
pursuant to such Option on such terms as the Committee shall specify.

  13.  Withholding of Taxes.  The Committee shall make such provisions and
take such steps as it may deem necessary or appropriate for the withholding of 
any taxes that the Corporation is required by any law or regulation of any 
governmental authority to withhold in connection with any Option including, 
but not limited to, withholding the issuance of all or any portion of the 
shares of Common Stock subject to such Option until the Participant reimburses 
the Corporation for the amount it is required to withhold with respect to such 
taxes, cancelling any portion of such issuance in an amount sufficient to 
reimburse the Corporation for the amount it is required to withhold or taking 
any other action reasonably required to satisfy the
Corporation's withholding obligation.

  14.  Conditions Upon Issuance of Shares.  The Corporation shall not be
obligated to sell or issue any shares upon the exercise of any Option granted 
under the Plan unless the issuance and delivery of shares shall comply with all 
provisions of applicable federal and state securities laws and the requirements 
of any stock exchange upon which shares of the Common Stock may then be listed.

       As a condition to the exercise of an Option, the Corporation may require
the person exercising the Option to make such representations and warranties 
as may be necessary to assure the availability of an exemption from the 
registration requirements of applicable federal and state securities laws.

       The Corporation shall not be liable for refusing to sell or issue any 
shares covered by any Option if the Corporation cannot obtain authority from the
appropriate regulatory bodies deemed by the Corporation to be necessary to 
lawfully sell or issue such shares.  In addition, the Corporation shall have 
no obligation to any Participant, express or implied, to list, register or 
otherwise qualify the shares of Common Stock covered by any Option.

       No Participant will be, or will be deemed to be, a holder of any Common
Stock subject to an Option unless and until such Participant has exercised his 
or her Option and paid the purchase price for the subject shares of Common 
Stock.  Each Option under this Plan shall be transferable only by will or the 
laws of descent and distribution and shall be exercisable during the 
Participant's lifetime only by such Participant.

       Any Common Stock issued pursuant to the exercise of an Option to a
person who would be deemed an officer or director of the Corporation under Rule
16b-3 shall not be transferred until at least six months have elapsed from the 
Date of Grant to the date of disposition of the Common Stock.

  15.  Restrictions on Shares.  Shares of Common Stock issued pursuant to the
Plan shall be subject to restrictions on transfer under applicable federal and 
state securities laws.  The Board may impose such additional restrictions on 
the ownership and transfer of shares of Common Stock issued pursuant to the 
Plan as it deems desirable; any such restrictions shall be set forth in any 
Option agreement entered into hereunder.

  16.  Modification of Options.  Except as provided in Section 18(c) of this 
Plan, at any time and from time to time, the Committee may execute an instrument
providing for modification, extension or renewal of any outstanding Option, 
provided that no such modification, extension or renewal shall impair the 
Option without the consent of the holder of the Option or conflict with the 
provisions of Rule 16b-3.  

  17.  Effect of Change in Stock Subject to the Plan.  In the event that each of
the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind 
of shares of stock of the Corporation or of another corporation (whether by 
reason of merger, consolidation, recapitalization, reclassification, split-up, 
combination of shares or otherwise), or in the event a stock split or stock 
dividend shall have occurred, then there shall be substituted for each share 
of Common Stock then subject to Options or
available for Options the number and kind of shares of stock into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders) shall be so changed or exchanged, or the number of shares of 
Common Stock as is equitably required in the event of a stock split or stock 
dividend, together with an appropriate adjustment of the Exercise Price.  The 
Board may, but shall not be required to, provide additional anti-dilution 
protection to a Participant under the terms of the Participant's Option 
agreement.

  18.  Administration.

       (a)  Notwithstanding anything to the contrary herein, to comply with
the requirements of Rule 16b-3, the Plan shall be administered by the members 
of the Board who are Disinterested Directors, who shall comprise a committee of
Disinterested Directors duly appointed by the Board to administer the Plan (the 
group responsible for administering the Plan is referred to herein as the 
"Committee").  Options may be granted under Section 6 only by majority 
agreement of the members of the Committee.  Option agreements in the forms as 
approved by the Committee, and containing such terms and conditions consistent 
with the provisions of this Plan as shall have been determined by the Committee,
may be executed on behalf of the Corporation by the Chairman of the Board, the 
President or any Vice President of the Corporation.  Except with respect to 
Sections 18(b) and (c) of this Plan, the Committee shall have complete authority
to construe, interpret and administer the provisions of this Plan and the 
provisions of the Option agreements granted hereunder; to prescribe, amend 
and rescind rules and regulations pertaining to this
Plan; to suspend or discontinue this Plan (subject to Section 18(e)); and to 
make all other determinations necessary or deemed advisable in the 
administration of the Plan.  The determinations, interpretations and 
constructions made by the Committee shall be final and conclusive.  No member 
of the Committee shall be liable for any action taken, or failed to be taken, 
made in good faith relating to the Plan or any award thereunder, and the members
of the Committee shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage or 
expense (including attorneys' fees) arising therefrom to the fullest extent 
permitted by law.

       (b)  Members of the Committee shall be specified by the Board, and
shall consist solely of Disinterested Directors.  Disinterested Directors 
shall not be eligible to receive options to purchase Common Stock pursuant to 
Section 6 of the Plan, except as specifically provided under Sections 18(c).

       (c)  Each director (including any Disinterested Director who so
qualifies) who is (i) not an employee or officer of the Corporation or any 
Subsidiary, and (ii) not a stockholder, or an employee or affiliate of a 
stockholder, who beneficially owns, directly or indirectly, 500,000 or more 
shares of the issued and outstanding Common Stock (an "Outside Director"), 
shall automatically be granted, as of the date of adoption by the Corporation 
of this Plan, Options to purchase 10,000 shares of Common Stock.  In addition, 
each Outside Director who joins the Board of Directors of the Corporation after 
the date of adoption of this Plan shall receive,
effective as of the date such Outside Director joins the Board of Directors, 
Options to purchase 10,000 shares of Common Stock.  The purchase price or prices
for Common Stock subject to an option granted under this Section 18(c) shall 
be 100% of the Fair Market Value of the Common Stock on the Date of Grant.  
One-half of the shares of Common Stock subject to such Options shall vest as 
of the Date of Grant.  The remaining shares shall vest thereafter in two equal 
annual increments commencing on the first anniversary of the Date of Grant.  
Such Options shall expire, and shall not be exercisable with respect to any 
vested portion upon any termination of a holder's service as provided in 
Section 11.  This Section 18(c) shall not be amended more than once every six 
months, other than to comport with changes in the
Code or in the Employee Retirement Income Security Act of 1974, as amended, or
changes in the rules promulgated thereunder, or other applicable law.

       (d)  Provided the Plan is approved by the shareholders of the
Corporation, notwithstanding Sections 18(a) and (c), to comply with Rule 16b-3, 
no amendment may thereafter be made without the approval of the shareholders 
of the Corporation by the affirmative votes of the holders of a majority of 
the shares of Common Stock then issued and outstanding, which amendment would 
materially (i) increase the benefits accruing to Participants, (ii) increase 
the number of securities which may be issued under the Plan, other than in 
accordance with Section 17 hereof, or (iii) modify the requirements as to 
eligibility for participation in the Plan.

  19.  Continued Employment Not Presumed.  Nothing in this Plan or any
document describing it nor the grant of any Option shall give any Participant 
the right to continue in the employment of the Corporation or affect the right 
of the Corporation to terminate the employment of any such person with or 
without cause.

  20.  Liability of the Corporation.  Neither the Corporation, its directors,
officers or employees or the Committee, nor any Subsidiary which is in 
existence or hereafter comes into existence, shall be liable to any Participant 
or other person if it is determined for any reason by the Internal Revenue 
Service or any court having jurisdiction that any Option granted hereunder does 
not qualify for tax treatment as an incentive stock option under Section 422 of 
the Code.

  21.  Governing Law.  The Plan shall be governed by and construed in
accordance with the laws of State of Louisiana and the United States, as
applicable, without reference to the conflict of laws provisions thereof.

  22.  Severability of Provisions.  If any provision of this Plan is determined 
to be invalid, illegal or unenforceable, such invalidity, illegality or 
unenforceability shall not affect the remaining provisions of the Plan, but 
such invalid, illegal or unenforceable provision shall be fully severable, and 
the Plan shall be construed and
enforced as if such provision had never been inserted herein.

                EXHIBITS 5.1 AND 23.1

         [Bolen, Erwin & Johnson. Letterhead]
                           
                    June 26, 1996

National Affiliated Corporation
7228 England Drive, Suite 24
P.O. Box 12190                           
Alexandria, Louisiana
          
               Re:  Registration Statement on Form S-8 for the 
                    National Affiliated Corporation Stock Option Plan
          
Ladies and Gentlemen:

  We have acted as general counsel to National Affiliated Corporation, a 
Louisiana corporation, (the "Company"), who has asked me to submit this letter, 
in connection with the registration under the Securities Act of 1933, as 
amended, of 385,466 shares (the "Shares") of the Company's common stock (no 
par value) (the "Common Stock"), issuable upon the exercise of stock options 
granted pursuant to National Affiliated Corporation
Stock Option Plan (the "Plan").  The Shares are being registered pursuant to a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about June 26, 1996 (the "Registration Statement").

  In connection with this opinion, we have examined such documents and records 
of the Company and such statutes, regulations and other instruments and 
certificates as we have deemed necessary or advisable for the purposes of this 
opinion.  We have assumed that all signatures on all documents presented to us 
are genuine, that all documents submitted to us as originals are accurate and 
complete and that all documents submitted to us as copies are true and correct 
copies of the originals thereof.  We have also relied upon such
certificates of public officials, corporate agents and officers of the Company 
and such other certificates with respect to the accuracy of material factual 
matters contained therein which were not independently established.

  Based on the foregoing, we are of the opinion that the Shares will be, if 
and when issued and paid for pursuant to the Plan, validly issued, fully paid 
and nonassessable, assuming the Company maintains an adequate number of 
authorized but unissued shares of Common Stock available for such issuance, 
and further assuming that the consideration
actually received by the Company for the Shares exceeds the par value thereof.

  We consent to the use of this opinion as an exhibit to the Registration 
Statement.

                                   Very truly yours,


                             /s/   BOLEN, ERWIN & JOHNSON


                     EXHIBIT 23.2
                           


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of 
National Affiliated Corporation on Form S-8 of our report dated March 6, 1996, 
appearing in the Annual Report on Form 10-KSB of National Affiliated Corporation
for the year ended December 31, 1995.



/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
New Orleans, Louisiana
June 21, 1996
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As filed with the Securities and Exchange Commission on July 3, 1996.
                     Registration No. 33-____________
                                               
                           
          SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C. 20549
                           
                       FORM S-8

          REGISTRATION STATEMENT UNDER THE 
                SECURITIES ACT OF 1933

           National Affiliated Corporation
(Exact name of registrant as specified in its charter)
                           
              Louisiana                             72-0947819   
           (State or other jurisdiction of        (I.R.S. Employer
           incorporation or organization)    Identification No.)

             7228 England Drive, Suite 24
                    P.O. Box 12190
             Alexandria, Louisiana 71315
                    (318) 473-4355
                           
(Address, including zip code,  and telephone number, including area
  code, of Registrant's principal executive offices)
               _______________________

  National Affiliated Corporation Stock Option Plan

               (Full title of the Plan)
               _______________________

Benjamin P. Wall              Copy to:          Michael W. Tankersley
Chief Executive Officer            Hughes & Luce, L.L.P.
National Affiliated Corporation    1717MainStreet, Suite 2800
7228 England Drive                 Dallas, Texas  75201
Suite 24                           
Alexandria, Louisiana 71303
(800) 673-2220
(Name, address, and telephone number,
including area code, of agent for service)
               _______________________
                           
           CALCULATION OF REGISTRATION FEE

Title of each class 
of Securities
to be Registered      Common Stock, no par value

Amount
to be
Registered(1)         385,466 shares

Proposed Maximum
Offering Price
per Share             $2.125

Proposed Maximum
Aggregate
Offering Price        $819,116

Amount of
Registration
Fee                   $282.45

 (1) Estimated solely for the purpose of calculating the registration fee in 
accordance with Rule 457 based on the average of the
high and low prices of National Affiliated Corporation's common stock reported 
on the "Over The Counter" market on June 24, 1996.
  
          
  

                        PART I

  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

  Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information.

  Not required to be filed with this Registration Statement.

                                  PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

  The following documents which have been previously filed with the Securities 
and Exchange Commission (the "Commission") by National Affiliated Corporation 
(the "Company") are incorporated by reference in this Registration Statement:

  (a)  The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 and the Company's Quarterly Report on Form 10-QSB for the 
period ended March 31, 1996.

  (b)  All reports filed by the Company pursuant to Sections 13(a) or 15(d) of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since 
December 31, 1995.

   (c) The description of the Company's common stock (the "Common Stock"),
contained in the Company's registration statement on Form 10 including any 
amendment or report filed for the purpose of updating such description.

  All documents subsequently filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment to this
Registration Statement which indicates that all of the shares of Common Stock 
offered have been sold or which deregisters all of such shares 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.

  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement 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 
supersedes such statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

  Not applicable.

Item 5.   Interests of Named Experts and Counsel.

  Not applicable.

Item 6.   Indemnification of Directors and Officers.

  The Company's Bylaws provide that the Company may indemnify any person who was
or is a party to or is threatened to be made a party to any threatened, 
pending or completed actions, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right of 
the Company), by reason of the fact that such person is or was a director, 
officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee or 
agent of another business, foreign or nonprofit corporation, partnership, 
joint venture, or other enterprise against expenses (including attorneys' 
fees), judgments, fines and amounts paid in settlement actually and reasonably 
incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner 
reasonably believed to be in or not opposed to the best interests of the 
Company, and, with respect to any criminal action or proceeding, had no 
reasonable cause to believe the alleged conduct was unlawful. 

  The power to indemnify applies to actions brought by or in the right of the 
Company as well, but only to the extent of defense expenses, including 
attorneys' fees and amounts paid in settlement not exceeding, in the judgment 
of the board of directors, the estimated expense of litigating the action to 
conclusion, actually and reasonably incurred in
connection with the defense or settlement of such action, and no indemnification
shall be made in respect of any claim, issue, or matter as to which such 
person shall have been adjudged by a court of competent jurisdiction, after 
exhaustion of all appeals therefrom, to be liable for willful or intentional 
misconduct in the performance of his duty to the
corporation unless, and only to the extent that the court shall determine 
upon application that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses that the court
shall deem proper.

  The Company's Bylaws further provide that a determination of the minimum 
standard required for indemnification may be made by either (a) the Board of 
Directors by a majority vote of a quorum consisting of directors who were not 
parties to such action, suit or proceeding, or (b) if such a quorum is not 
obtainable, and the board of directors so
directs, by independent legal counsel in a written opinion, or (c) the Company's
stockholders.  The Company may advance expenses to the potential indemnity only 
if the Company's Board of Directors so authorizes and if the potential 
indemnity undertakes in writing to repay the expenses if it is subsequently 
determined that he is not entitled to indemnification.  These indemnification 
provisions are not exclusive of any other rights to
which a person may be entitled by law, agreement, vote of stockholders or 
disinterested directors or otherwise.

  Insofar as indemnification by the Company for liabilities arising under the 
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to 
directors, officers or persons controlling the Company pursuant to the 
foregoing provisions, the Company 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 7.   Exemption from Registration Claimed.

  Not applicable.

Item 8.   Exhibits.

  The Exhibits to this Registration Statement are listed in the Index to 
Exhibits on page 8 of this Registration Statement, which Index is incorporated 
herein by reference.

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 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 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 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.

  (c)  Insofar as indemnification by the registrant for liabilities arising 
under the Securities Act may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the provisions described in 
Item 6, 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 by the registrant 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 or 
amendment thereto to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Alexandria, State of Louisiana, 
on June 28, 1996.

                                NATIONAL AFFILIATED CORPORATION

                                By: /s/ Benjamin P. Wall         
                                      Benjamin P. Wall, 
                                      Chairman of the Board,
                                      Chief Executive Officer

                         POWER OF ATTORNEY

  Each person whose signature appears below hereby constitutes and appoints
Benjamin P. Wall, his true and lawful attorney-in-fact and agent 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 (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,
and hereby grants to such attorney-in-fact and agent full power and authority 
to do and perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorney-in-fact and agent or 
his 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 or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated:

           Signature                  Title                Date

     /s/ Benjamin P. Wall     Chairman of the Board,   June 20, 1996
       Benjamin P. Wall      Chief Executive Officer
                          (Principal Executive Officer)

      /s/ Jerry L. Johnston     Vice President and     June 24, 1996
        Jerry L. Johnston    Chief Financial Officer
                             (Principal Financial and
                               Accounting Officer)

      /s/ John I. Boxberger          Director         June 20, 1996
        John I. Boxberger

    /s/ Lynn Parks Clayton          Director           June 21, 1996
      Lynn Parks Clayton

   /s/ Robert F. Meredith, III      Director           June 19, 1996
     Robert F. Meredith, III

     ____________________            Director         June ___, 1996
       G. Vaughn Walton

      /s/ Bobby Williams            Director           June 20, 1996
        Bobby Williams

     ____________________   Vice Chairman and Director June ___, 1996
        Dan Van Wormer

                  INDEX TO EXHIBITS

Exhibit
 Number             Exhibit                                  Sequentially 
                                                             Numbered Page

4.1    National Affiliated Corporation Stock Option Plan          9

5.1    Opinion of Bolen, Erwin & Johnson.                         16

23.1   Consent of Bolen, Erwin & Johnson
          (Contained in Exhibit 5.1)                              16

23.2   Consent of Deloitte & Touche, L.L.P.                       17

24.1   Power of Attorney (Contained at page 7)                    7

                           
                     EXHIBIT 4.1
                           
           NATIONAL AFFILIATED CORPORATION
                  STOCK OPTION PLAN

  1.   Purpose of the Plan.  This Plan shall be known as the National Affiliated
Corporation Stock Option Plan.  The purpose of the Plan is to attract and 
retain the best available personnel for positions of substantial responsibility 
and to provide incentives to such personnel to promote the success of the 
business of National Affiliated Corporation and its subsidiaries.

  Options granted under this Plan are not intended to qualify as "incentive 
stock options" pursuant to Section 422 of the Internal Revenue Code of 1986, 
as amended from time to time.

  2.   Definitions.  As used herein, the following definitions shall apply:

       (a)  "Board" shall mean the Board of Directors of the Corporation.

       (b)  "Common Stock" shall mean the Common Stock, no par value per
share, of the Corporation.  Except as otherwise provided herein, all Common 
Stock issued pursuant to the Plan shall have the same rights as all other 
issued and outstanding shares of Common Stock, including but not limited to 
voting rights, the right to dividends, if declared and paid, and the right to 
pro rata distributions of the Corporation's assets in the event of liquidation.

       (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

       (d)  "Committee" shall mean the committee described in Section 18 that
administers the Plan.

       (e)  "Corporation" shall mean National Affiliated Corporation, a
Louisiana corporation.

       (f)  "Date of Grant" shall mean the date on which an Option is granted
pursuant to this Plan or, if the Committee so determines, the date specified 
by the Committee as the date the award is to be effective.

       (g)  "Disinterested Director" shall mean a director who is not, during
the one year prior to service as an administrator of the Plan, or during such 
service, granted or awarded an Option pursuant to the Plan or any other plan 
of the Corporation or any of its affiliates (except as provided in Section 18(c)
of this Plan and as may be permitted by Rule 16b-3 promulgated under the 
Exchange Act).

       (h)  "Employee" shall mean any officer or other key employee of the
Corporation or one of its Subsidiaries (including any director who is also an 
officer or key employee of the Corporation or one of its Subsidiaries).

       (i)  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

       (j)  "Fair Market Value" shall mean the closing sale price (or average
of the quoted closing bid and asked prices if there is no closing sale price 
reported) of the Common Stock on the date specified as reported by NASDAQ/NMS 
or by the principal national stock exchange on which the Common Stock is then 
listed.  If there is no reported price information for the Common Stock, the 
Fair Market Value will be determined by the Committee, in its sole discretion.
In making such determination, the Committee may, but shall not be obligated to,
commission and rely upon an
independent appraisal of the Common Stock.

       (k)  "Option" shall mean a stock option granted pursuant to Section 6
of this Plan.

       (l)  "Optionee" shall mean any Employee or director who receives an
Option.

       (m)  "Participant" shall mean an Employee or director who receives an
Option pursuant to this Plan.

       (n)  "Plan" shall mean the National Affiliated Corporation Stock Option
Plan, as amended from time to time.

       (o)  "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations
under the Exchange Act as Rule 16b-3 may be amended from time to time and any
successor provisions to Rule 16b-3 under the Exchange Act.

       (p)  "Subsidiary" shall mean any now existing or hereinafter organized
or acquired company of which more than fifty percent (50%) of the issued and
outstanding voting stock is owned or controlled directly or indirectly by the
Corporation or through one or more Subsidiaries of the Corporation.

  3.   Term of Plan.  The Plan has been adopted by the Board and shall be
deemed effective as of the date of such approval, and shall continue in effect 
until terminated pursuant to Section 18(a) hereof.

  4.   Shares Subject to the Plan.  Except as otherwise provided in Section 17
hereof, the aggregate number of shares of Common Stock issuable upon the 
exercise of Options pursuant to this Plan shall be 385,466 shares.  Such shares
may either be authorized but unissued shares or treasury shares.  The 
Corporation shall, during the term of this Plan, reserve and keep available a 
number of shares of Common Stock sufficient to satisfy the requirements of the 
Plan.  If an Option should expire or become unexercisable for any reason without
having been exercised in full, then the shares that were subject thereto shall, 
unless the Plan shall have terminated, be available for the grant of additional 
Options under this Plan, subject to the limitations set forth above.

  5.   Eligibility.  Options may be granted under Section 6 of the Plan to such
Employees and directors of the Corporation or its Subsidiaries as shall be 
determined by the Committee.  Subject to the limitations and qualifications 
set forth in this Plan, the Committee shall also determine the number of 
Options to be granted, the number of shares subject to each Option, the 
exercise price or prices of each Option, the vesting and exercise period of 
each Option, whether an Option may be exercised as
to less than all of the Common Stock subject thereto, and such other terms and
conditions of each Option, if any, as are consistent with the provisions of 
this Plan. 

  6.   Grant of Options.  Except as provided in Section 18(c), the Committee
shall determine the number of shares of Common Stock to be offered from time to
time pursuant to Options granted hereunder and shall grant Options under the 
Plan. The grant of Options shall be evidenced by Option agreements containing 
such terms and provisions as are approved by the Committee and executed on 
behalf of the Corporation by an appropriate officer.  Each Option shall not be 
transferable otherwise than by will or the law of descent and distribution, 
and is exercisable, during the Participant's lifetime, only by the Participant.

  7.   Time of Grant of Options.  The date of grant of an Option under the Plan
shall be the date on which the Committee awards the Option or, if the 
Committee so determines, the date specified by the Committee as the date the 
award is to be effective.  Notice of the grant shall be given to each 
Participant to whom an Option is granted promptly after the date of such grant.

  8.   Price.  The Option price for each share of Common Stock subject to an
Option (the "Exercise Price") granted pursuant to Section 6 of the Plan shall be
determined by the Committee at the Date of Grant; provided, however, that the
Exercise Price for any Option shall not be less than 100% of the Fair Market 
Value of the Common Stock at the Date of Grant.

  9.   Vesting.  Subject to Section 11 of this Plan, each Option under the Plan
shall vest in accordance with the vesting provisions set forth in the applicable
Option agreement.  The Committee may, but shall not be required to, permit 
acceleration of vesting upon any sale of the Corporation or similar transaction.
A Participant's Option agreement may contain such additional provisions with 
respect to vesting as the Committee shall specify.

  10.  Exercise.  A Participant may pay the Exercise Price of the shares of
Common Stock as to which an Option is being exercised by the delivery of cash,
check or, at the Corporation's option, by the delivery of shares of Common Stock
having a Fair Market Value on the date immediately preceding the exercise date 
equal to the Exercise Price.

  If the shares to be purchased are covered by an effective registration 
statement under the Securities Act of 1933, as amended, any Option granted under
the Plan may be exercised by a broker-dealer acting on behalf of an Optionee if 
(a) the broker-dealer has received from the Optionee or the Corporation a 
fully- and duly-endorsed agreement evidencing such Option, together with 
instructions signed by the Optionee requesting the Corporation to deliver the 
shares of Common Stock subject to such Option to the broker-dealer on behalf of 
the Optionee and specifying the account into which such shares should be 
deposited, (b) adequate provision has been made with respect to the payment of 
any withholding taxes due upon such exercise, and (c) the broker-dealer and the 
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 
CFR Part 220, or any successor provision.

  11.  When Options May be Exercised.  No Option shall be exercisable at any
time after the expiration of  years from the Date of Grant.  In addition, if an 
Optionee of a Option ceases to be an employee or a director of the Corporation 
or any Related Corporation for any reason, such Optionee's vested Options shall 
not be exercisable after (a) 30 days following the date such Optionee ceases 
to be an employee or director of the Corporation or any Related Corporation, if 
such cessation of service is not due to the death or permanent and total 
disability (within the meaning of Section 22(e)(3) of the Code) of the Optionee,
or (b) 180 days following the date such Optionee ceases to be an employee or  
director of the Corporation or any Related Corporation, if such cessation of 
service is due to the death or permanent and total
disability (as defined above) of the Optionee.  Upon the death of an Optionee, 
any vested Option exercisable on the date of death may be exercised by the 
Optionee's estate or by a person who acquires the right to exercise such Option 
by bequest or inheritance or by reason of the death of the Optionee, provided 
that such exercise occurs within both the remaining option term of the Option 
and 180 days after the date of the Optionee's death.  This Section 11 only 
provides the outer limits of allowable exercise dates with respect to Options; 
the Committee may determine that the exercise period for  Option shall have a 
shorter duration than as specified above.

  12.  Option Financing.  Upon the exercise of any Option granted under the
Plan, the Corporation may, but shall not be required to, make financing 
available to the Participant for the purchase of shares of Common Stock 
pursuant to such Option on such terms as the Committee shall specify.

  13.  Withholding of Taxes.  The Committee shall make such provisions and
take such steps as it may deem necessary or appropriate for the withholding of 
any taxes that the Corporation is required by any law or regulation of any 
governmental authority to withhold in connection with any Option including, 
but not limited to, withholding the issuance of all or any portion of the 
shares of Common Stock subject to such Option until the Participant reimburses 
the Corporation for the amount it is required to withhold with respect to such 
taxes, cancelling any portion of such issuance in an amount sufficient to 
reimburse the Corporation for the amount it is required to withhold or taking 
any other action reasonably required to satisfy the
Corporation's withholding obligation.

  14.  Conditions Upon Issuance of Shares.  The Corporation shall not be
obligated to sell or issue any shares upon the exercise of any Option granted 
under the Plan unless the issuance and delivery of shares shall comply with all 
provisions of applicable federal and state securities laws and the requirements 
of any stock exchange upon which shares of the Common Stock may then be listed.

       As a condition to the exercise of an Option, the Corporation may require
the person exercising the Option to make such representations and warranties 
as may be necessary to assure the availability of an exemption from the 
registration requirements of applicable federal and state securities laws.

       The Corporation shall not be liable for refusing to sell or issue any 
shares covered by any Option if the Corporation cannot obtain authority from the
appropriate regulatory bodies deemed by the Corporation to be necessary to 
lawfully sell or issue such shares.  In addition, the Corporation shall have 
no obligation to any Participant, express or implied, to list, register or 
otherwise qualify the shares of Common Stock covered by any Option.

       No Participant will be, or will be deemed to be, a holder of any Common
Stock subject to an Option unless and until such Participant has exercised his 
or her Option and paid the purchase price for the subject shares of Common 
Stock.  Each Option under this Plan shall be transferable only by will or the 
laws of descent and distribution and shall be exercisable during the 
Participant's lifetime only by such Participant.

       Any Common Stock issued pursuant to the exercise of an Option to a
person who would be deemed an officer or director of the Corporation under Rule
16b-3 shall not be transferred until at least six months have elapsed from the 
Date of Grant to the date of disposition of the Common Stock.

  15.  Restrictions on Shares.  Shares of Common Stock issued pursuant to the
Plan shall be subject to restrictions on transfer under applicable federal and 
state securities laws.  The Board may impose such additional restrictions on 
the ownership and transfer of shares of Common Stock issued pursuant to the 
Plan as it deems desirable; any such restrictions shall be set forth in any 
Option agreement entered into hereunder.

  16.  Modification of Options.  Except as provided in Section 18(c) of this 
Plan, at any time and from time to time, the Committee may execute an instrument
providing for modification, extension or renewal of any outstanding Option, 
provided that no such modification, extension or renewal shall impair the 
Option without the consent of the holder of the Option or conflict with the 
provisions of Rule 16b-3.  

  17.  Effect of Change in Stock Subject to the Plan.  In the event that each of
the outstanding shares of Common Stock (other than shares held by dissenting
stockholders) shall be changed into or exchanged for a different number or kind 
of shares of stock of the Corporation or of another corporation (whether by 
reason of merger, consolidation, recapitalization, reclassification, split-up, 
combination of shares or otherwise), or in the event a stock split or stock 
dividend shall have occurred, then there shall be substituted for each share 
of Common Stock then subject to Options or
available for Options the number and kind of shares of stock into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders) shall be so changed or exchanged, or the number of shares of 
Common Stock as is equitably required in the event of a stock split or stock 
dividend, together with an appropriate adjustment of the Exercise Price.  The 
Board may, but shall not be required to, provide additional anti-dilution 
protection to a Participant under the terms of the Participant's Option 
agreement.

  18.  Administration.

       (a)  Notwithstanding anything to the contrary herein, to comply with
the requirements of Rule 16b-3, the Plan shall be administered by the members 
of the Board who are Disinterested Directors, who shall comprise a committee of
Disinterested Directors duly appointed by the Board to administer the Plan (the 
group responsible for administering the Plan is referred to herein as the 
"Committee").  Options may be granted under Section 6 only by majority 
agreement of the members of the Committee.  Option agreements in the forms as 
approved by the Committee, and containing such terms and conditions consistent 
with the provisions of this Plan as shall have been determined by the Committee,
may be executed on behalf of the Corporation by the Chairman of the Board, the 
President or any Vice President of the Corporation.  Except with respect to 
Sections 18(b) and (c) of this Plan, the Committee shall have complete authority
to construe, interpret and administer the provisions of this Plan and the 
provisions of the Option agreements granted hereunder; to prescribe, amend 
and rescind rules and regulations pertaining to this
Plan; to suspend or discontinue this Plan (subject to Section 18(e)); and to 
make all other determinations necessary or deemed advisable in the 
administration of the Plan.  The determinations, interpretations and 
constructions made by the Committee shall be final and conclusive.  No member 
of the Committee shall be liable for any action taken, or failed to be taken, 
made in good faith relating to the Plan or any award thereunder, and the members
of the Committee shall be entitled to indemnification and
reimbursement by the Corporation in respect of any claim, loss, damage or 
expense (including attorneys' fees) arising therefrom to the fullest extent 
permitted by law.

       (b)  Members of the Committee shall be specified by the Board, and
shall consist solely of Disinterested Directors.  Disinterested Directors 
shall not be eligible to receive options to purchase Common Stock pursuant to 
Section 6 of the Plan, except as specifically provided under Sections 18(c).

       (c)  Each director (including any Disinterested Director who so
qualifies) who is (i) not an employee or officer of the Corporation or any 
Subsidiary, and (ii) not a stockholder, or an employee or affiliate of a 
stockholder, who beneficially owns, directly or indirectly, 500,000 or more 
shares of the issued and outstanding Common Stock (an "Outside Director"), 
shall automatically be granted, as of the date of adoption by the Corporation 
of this Plan, Options to purchase 10,000 shares of Common Stock.  In addition, 
each Outside Director who joins the Board of Directors of the Corporation after 
the date of adoption of this Plan shall receive,
effective as of the date such Outside Director joins the Board of Directors, 
Options to purchase 10,000 shares of Common Stock.  The purchase price or prices
for Common Stock subject to an option granted under this Section 18(c) shall 
be 100% of the Fair Market Value of the Common Stock on the Date of Grant.  
One-half of the shares of Common Stock subject to such Options shall vest as 
of the Date of Grant.  The remaining shares shall vest thereafter in two equal 
annual increments commencing on the first anniversary of the Date of Grant.  
Such Options shall expire, and shall not be exercisable with respect to any 
vested portion upon any termination of a holder's service as provided in 
Section 11.  This Section 18(c) shall not be amended more than once every six 
months, other than to comport with changes in the
Code or in the Employee Retirement Income Security Act of 1974, as amended, or
changes in the rules promulgated thereunder, or other applicable law.

       (d)  Provided the Plan is approved by the shareholders of the
Corporation, notwithstanding Sections 18(a) and (c), to comply with Rule 16b-3, 
no amendment may thereafter be made without the approval of the shareholders 
of the Corporation by the affirmative votes of the holders of a majority of 
the shares of Common Stock then issued and outstanding, which amendment would 
materially (i) increase the benefits accruing to Participants, (ii) increase 
the number of securities which may be issued under the Plan, other than in 
accordance with Section 17 hereof, or (iii) modify the requirements as to 
eligibility for participation in the Plan.

  19.  Continued Employment Not Presumed.  Nothing in this Plan or any
document describing it nor the grant of any Option shall give any Participant 
the right to continue in the employment of the Corporation or affect the right 
of the Corporation to terminate the employment of any such person with or 
without cause.

  20.  Liability of the Corporation.  Neither the Corporation, its directors,
officers or employees or the Committee, nor any Subsidiary which is in 
existence or hereafter comes into existence, shall be liable to any Participant 
or other person if it is determined for any reason by the Internal Revenue 
Service or any court having jurisdiction that any Option granted hereunder does 
not qualify for tax treatment as an incentive stock option under Section 422 of 
the Code.

  21.  Governing Law.  The Plan shall be governed by and construed in
accordance with the laws of State of Louisiana and the United States, as
applicable, without reference to the conflict of laws provisions thereof.

  22.  Severability of Provisions.  If any provision of this Plan is determined 
to be invalid, illegal or unenforceable, such invalidity, illegality or 
unenforceability shall not affect the remaining provisions of the Plan, but 
such invalid, illegal or unenforceable provision shall be fully severable, and 
the Plan shall be construed and
enforced as if such provision had never been inserted herein.

                EXHIBITS 5.1 AND 23.1

         [Bolen, Erwin & Johnson. Letterhead]
                           
                    June 26, 1996

National Affiliated Corporation
7228 England Drive, Suite 24
P.O. Box 12190                           
Alexandria, Louisiana
          
               Re:  Registration Statement on Form S-8 for the 
                    National Affiliated Corporation Stock Option Plan
          
Ladies and Gentlemen:

  We have acted as general counsel to National Affiliated Corporation, a 
Louisiana corporation, (the "Company"), who has asked me to submit this letter, 
in connection with the registration under the Securities Act of 1933, as 
amended, of 385,466 shares (the "Shares") of the Company's common stock (no 
par value) (the "Common Stock"), issuable upon the exercise of stock options 
granted pursuant to National Affiliated Corporation
Stock Option Plan (the "Plan").  The Shares are being registered pursuant to a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission on or about June 26, 1996 (the "Registration Statement").

  In connection with this opinion, we have examined such documents and records 
of the Company and such statutes, regulations and other instruments and 
certificates as we have deemed necessary or advisable for the purposes of this 
opinion.  We have assumed that all signatures on all documents presented to us 
are genuine, that all documents submitted to us as originals are accurate and 
complete and that all documents submitted to us as copies are true and correct 
copies of the originals thereof.  We have also relied upon such
certificates of public officials, corporate agents and officers of the Company 
and such other certificates with respect to the accuracy of material factual 
matters contained therein which were not independently established.

  Based on the foregoing, we are of the opinion that the Shares will be, if 
and when issued and paid for pursuant to the Plan, validly issued, fully paid 
and nonassessable, assuming the Company maintains an adequate number of 
authorized but unissued shares of Common Stock available for such issuance, 
and further assuming that the consideration
actually received by the Company for the Shares exceeds the par value thereof.

  We consent to the use of this opinion as an exhibit to the Registration 
Statement.

                                   Very truly yours,

                             /s/   BOLEN, ERWIN & JOHNSON

                     EXHIBIT 23.2
                           

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of 
National Affiliated Corporation on Form S-8 of our report dated March 6, 1996, 
appearing in the Annual Report on Form 10-KSB of National Affiliated Corporation
for the year ended December 31, 1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
New Orleans, Louisiana
June 21, 1996