As filed with the Securities and Exchange Commission on September 24, 2001
                                                         Registration No.333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.20549
                               ___________________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                         FIRST CHEROKEE BANCSHARES, INC.
             (Exact name of Registrant as specified in its charter)

               Georgia                                           58-1807887
   (State or other jurisdiction of                           (I.R.S.Employer
   incorporation or organization)                            Identification No.)

                    9860 Highway 92, Woodstock, Georgia 30188
              (Address of principal executive offices and zip code)


                   FIRST NATIONAL BANK OF CHEROKEE 401(k) PLAN
                            (Full Title of the Plan)


                               Carl C. Hames, Jr.
                         First Cherokee Bancshares, Inc.
                                 9860 Highway 92
                            Woodstock, Georgia 30188
                                 (770) 517-1201
            (Name, address and telephone number of agent for service)


                                    Copy to:
                            Kathryn L. Knudson, Esq.
                     Powell, Goldstein, Frazer & Murphy LLP
                     191 Peachtree Street, N.E., 16th Floor
                             Atlanta, Georgia 30303
                                 (404) 572-6600


<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

Title of                                    Proposed Maximum           Proposed Maximum
Securities            Amount                Offering                   Aggregate               Amount of
to be Registered      to be Registered      Price Per Share(1)         Offering Price(2)       Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                        <C>                      <C>
common stock,
$1.00 par value        100,000(1)           $16.46(2)                  $1,646,000(3)           $412
-------------------------------------------------------------------------------------------------------------------


(1)  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)  Estimated price per share is based upon the Registrants book value as of
     June 30, 2001 in accordance with Rule 457(h)(1) under the Securities
     Act of 1933.
(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.

</TABLE>
<PAGE>





                                     PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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



<PAGE>


                                     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:

 (1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
     December 31, 2000, as filed with the Securities and Exchange Commission
    (the "SEC") on March 30, 2001 (File No.000-18488);

 (2) Registrant's Quarterly Report on Form 10-QSB for the quarter ended
     March 31, 2001, as filed with the SEC on May 15, 2001 (File No.000-18488);

 (3) Registrant's Quarterly Report on Form 10-QSB for the quarter ended
     June 30, 2001, as filed with the SEC on August 13, 2001
    (File No.000-18488); and

 (4) The description of the Registrant's common stock contained in the
     Registrant's Registration Statement on Form 8-A, as amended, as filed with
     the SEC on August 8, 1990 (File No.000-18488); and

 (5) All other reports filed by the Registrant with the SEC pursuant to Sections
     13(a) or 15(d) of the Exchange Act since December 31, 2000.

    All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 4.    Description of the Securities.

         Not applicable.

Item 5.    Interests of Named Experts and Counsel.

    Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered
an opinion regarding the legality of the shares of common stock registered
hereby.
<PAGE>

Item 6.  Indemnification Provisions.

    Consistent with the applicable provisions of the laws of Georgia, the
Registrant's articles of incorporation provide that the Registrant will
indemnify directors, officers, employees or agents of the Registrant
(collectively, the "insiders") against expenses actually and reasonably
incurred if the insider is successful on the merits of a claim or proceeding.
When a case or dispute is settled or otherwise not determined on the merits,
the indemnification provisions provide that the Registrant will indemnify
insiders who meet the applicable standard of conduct.  The applicable standard
of conduct is met if the insider acted in a manner he or she in good faith
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal action or proceeding, if the insider had no
reasonable cause to believe his or her conduct was unlawful.  The Registrant's
board of directors or independent legal counsel, on a case by case basis, will
determine whether the insider has met the applicable standard of conduct.  The
Registrant may make advances to an insider against expenses, if the insider
seeking indemnification undertakes to refund the advance, unless it is
ultimately determined that he or she is entitled to indemnification.

    In a claim or proceeding by or in the right of the Registrant to procure a
judgement in its favor, the Registrant shall not indemnify an insider if he or
she is adjudged to be liable for negligence or misconduct in the performance of
his or her duties to the Registrant, unless the court in which the action is
brought determines that the insider is fairly and reasonably entitled to
indemnification.  In all other proceedings, termination by judgement, order,
settlement, conviction or plea of nolo contendere shall not alone create a
presumption that the insider has failed to meet the applicable standard of
conduct.

    The Registrant's articles of incorporation also provide that the
indemnification rights set forth are not exclusive of any other rights to which
an insider may be entitled and shall inure to the benefit of heirs, executors,
or administrators of the insider.

    The articles of incorporation specifically provide that the Registrant may
purchase and maintain insurance on behalf of any insider against any liability
asserted against such person and incurred by him or her in any such capacity,
whether or not the Registrant would have had the power to indemnify against
such liability.

    In addition, the Registrant's articles of incorporation, subject to certain
exceptions, eliminate the potential personal liability of a director for
monetary damages to the Registrant and to the shareholders of the Registrant
for breach of a duty as a director.  There is no elimination of liability,
however, for the following:

o a breach of duty involving appropriation of a business opportunity of the
  Registrant;

o an act or omission not in good faith or involving intentional misconduct or
  a knowing violation of law;

o a transaction from which the director derives an improper material tangible
  personal benefit, or

o any payment of a dividend or approval of a stock repurchase that is illegal
  under the Georgia Business Corporation Code.

    Article 11 does not eliminate or limit the right of the Registrant or its
shareholders to seek injunctive or other equitable relief not involving
monetary damages.

    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 SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

(a) 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
           ---                              -----------

            4.1          Articles of Incorporation, as amended (incorporated
                         herein by reference to Exhibit 3.1 in the Registrant's
                         Registration Statement No. 33-25075-A).

            4.2          Bylaws, as amended, through March 29, 1994
                        (incorporated herein by reference to Exhibit 3.2 in the
                         Registrant's Annual Report on Form 10-KSB for the
                         fiscal year ended December 31, 1994, as filed with the
                         Securities and Exchange Commission on March 31, 1995
                        (File No. 000-18488).

            5.1          Opinion of Powell, Goldstein, Frazer & Murphy LLP with
                         respect to the securities being registered, including
                         consent.

           23.1          Consent of counsel (included in Exhibit 5.1).

           23.2          Consent of Porter Keadle Moore, LLP, dated
                         September 24, 2001.

           24.1          Power of Attorney (provided on the signature page to
                         this Registration Statement).

(b) In accordance with Item 8(b) of Form S-8, the Registrant hereby undertakes
    that it will submit or has submitted the Plan and any amendment thereto to
    the Internal Revenue Service in a timely manner and has made or will make
    all changes required by the Internal Revenue Service in order to qualify the
    Plan under Section 401 of the Internal Revenue Code, as amended.
<PAGE>

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.  Notwithstanding
                               the foregoing, any increase or decrease in volume
                               of securities offered (if the total dollar value
                               of securities offered would not exceed that
                               which was registered) and any deviation from the
                               low or high and of the estimated maximum
                               offering range may be reflected in the form of
                               prospectus filed with the Commission pursuant to
                               Rule 424(b) if, in the aggregate, the changes in
                               volume and price represent no more than 20
                               percent change in the maximum aggregate offering
                               price set forth in the "Calculation of
                               Registration Fee" table in the effective
                               registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or 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.


<PAGE>


                                   SIGNATURES
                                   ----------

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodstock, State of Georgia, on this the 24th day
of September, 2001.

                                              FIRST CHEROKEE BANCSHARES, INC.


                                              By: /s/Carl C. Hames, Jr.
                                                 -------------------------
                                                     Carl C. Hames, Jr.
                                                     President


    KNOW TO ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl C. Hames, Jr. and Kitty A. Kendrick, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for him or her, in his name,
place and stead, in any and all such capacities, to sign any and all amendments
(including post-effective amendments and any Registration Statement filed
pursuant to Rule 462(b) of the Securities Act) 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 said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully and to all intents and purposes as might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.

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

          Signature                        Title               Date
          ---------                        -----               ----



       /s/Alan D. Bobo                    Director       September 24, 2001
--------------------------------
        Alan D. Bobo


       /s/Elwin K. Bobo                   Director       September 24, 2001
--------------------------------
        Elwin K. Bobo


       /s/Micheal A. Edwards              Director       September 24, 2001
--------------------------------
        Michael A. Edwards



       /s/Stanley Fitts                   Director       September 24, 2001
--------------------------------
        Stanley Fitts


       /s/Russell L. Flynn                Director       September 24, 2001
--------------------------------
        Russell L. Flynn

                                          President,
                                          Principal
       /s/Carl C. Hames, Jr.              Executive      September 24, 2001
--------------------------------          Officer &
        Carl C. Hames, Jr.                Director


       /s/C. Garry Haygood                Director       September 24, 2001
--------------------------------
        C. Garry Haygood


       /s/Thomas D. Hopkins, Jr.          Director &     September 24, 2001
--------------------------------          Secretary
        Thomas D. Hopkins, Jr.


       /s/Bobby R. Hubbard                Director       September 24, 2001
--------------------------------
        Bobby R. Hubbard

<PAGE>

       /s/R. O. Kononen, Jr.              Director       September 24, 2001
---------------------------------
        R. O. Kononen, Jr.


       /s/Dennis W. Lord                  Director       September 24, 2001
---------------------------------
        Dennis W. Lord


       /s/Larry R. Lusk                   Director       September 24, 2001
---------------------------------
        Larry R. Lusk


       /s/Dr. Stuart R. Tasman            Director       September 24, 2001
---------------------------------
        Dr. Stuart R. Tasman
                                          Executive Vice
                                          President, Chief
                                          Financial Officer
       /s/Kitty A. Kendrick               & Principal    September 24, 2001
---------------------------------         Accounting &
        Kitty A. Kendrick                 Financial Officer





<PAGE>



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

        Exhibit
          No.                           Description
          ---                           -----------
          5.1           Opinion of Powell, Goldstein, Frazer & Murphy LLP
         23.1           Consent of counsel (included in Exhibit 5.1)
         23.2           Consent of Porter Keadle Moore, LLP, dated
                        September 24, 2001






























<PAGE>





                                                               EXHIBIT 5.1




                               September 11, 2001



First Cherokee Bancshares, Inc.
9860 Highway 92
Woodstock, Georgia 30188

         Re:      Registration Statement on Form S-8
                  First National Bank of Cherokee 401(k) Plan

Ladies and Gentlemen:

  We have served as counsel for First Cherokee Bancshares,  Inc., a Georgia
corporation (the "Company"),  in connection with the registration of 100,000
shares of the Company's  common stock,  $1.00 par value (the "Shares"),
under the Securities Act of 1933, as amended,  pursuant to a Registration
Statement on Form S-8 (the "Registration Statement"),  which  Shares  are to be
issued  and sold by the  Company  pursuant  to the First  National  Bank of
Cherokee 401(k) 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 issuance of the
Shares 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:

         1. The Shares have been duly authorized; and

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

<PAGE>
First Cherokee Bancshares, Inc.
Sepember 11, 2001
Page 2


  We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.

                                                     Very truly yours,


                                     /s/  POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                                     -------------------------------------------



<PAGE>




                                                               EXHIBIT 23.2




               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





We have issued our report dated January 26, 2001, accompanying the consolidated
financial statements incorporated by reference in the Annual Report of First
Cherokee Bancshares, Inc. on Form 10-KSB for the year ended December 31, 2000.
We hereby consent to the incorporation by reference of said report in the
Registration Statement of First Cherokee Bancshares, Inc. on Form S-8.



                                                  /s/ Porter Keadle Moore, LLP
                                                  ---------------------------



Atlanta, Georgia
September 24, 2001
[{"type": "S-8", "sequence": "1", "filename": "aforms-8.txt", "secsgml_size_bytes": 25412}]
{"company-data": {"conformed-name": "FIRST CHEROKEE BANCSHARES INC", "cik": "0000841545", "assigned-sic": "6021", "irs-number": "581807887", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70460", "film-number": "1748176"}, "business-address": {"street1": "9860 HIGHWAY 92", "city": "WOODSTOCK", "state": "GA", "zip": "30188", "phone": "7705919000"}, "mail-address": {"street1": "6395 EAST ALABAMA RD", "city": "WOODSTOCK", "state": "GA", "zip": "30188"}}
As filed with the Securities and Exchange Commission on September 24, 2001
                                                         Registration No.333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.20549
                               ___________________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         FIRST CHEROKEE BANCSHARES, INC.
             (Exact name of Registrant as specified in its charter)

               Georgia                                           58-1807887
   (State or other jurisdiction of                           (I.R.S.Employer
   incorporation or organization)                            Identification No.)

                    9860 Highway 92, Woodstock, Georgia 30188
              (Address of principal executive offices and zip code)

                   FIRST NATIONAL BANK OF CHEROKEE 401(k) PLAN
                            (Full Title of the Plan)

                               Carl C. Hames, Jr.
                         First Cherokee Bancshares, Inc.
                                 9860 Highway 92
                            Woodstock, Georgia 30188
                                 (770) 517-1201
            (Name, address and telephone number of agent for service)

                                    Copy to:
                            Kathryn L. Knudson, Esq.
                     Powell, Goldstein, Frazer & Murphy LLP
                     191 Peachtree Street, N.E., 16th Floor
                             Atlanta, Georgia 30303
                                 (404) 572-6600
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

Title of                                    Proposed Maximum           Proposed Maximum
Securities            Amount                Offering                   Aggregate               Amount of
to be Registered      to be Registered      Price Per Share(1)         Offering Price(2)       Registration Fee
-------------------------------------------------------------------------------------------------------------------
common stock,
$1.00 par value        100,000(1)           $16.46(2)                  $1,646,000(3)           $412
-------------------------------------------------------------------------------------------------------------------

(1)  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)  Estimated price per share is based upon the Registrants book value as of
     June 30, 2001 in accordance with Rule 457(h)(1) under the Securities
     Act of 1933.
(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 document containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933 (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:

 (1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
     December 31, 2000, as filed with the Securities and Exchange Commission
    (the "SEC") on March 30, 2001 (File No.000-18488);

 (2) Registrant's Quarterly Report on Form 10-QSB for the quarter ended
     March 31, 2001, as filed with the SEC on May 15, 2001 (File No.000-18488);

 (3) Registrant's Quarterly Report on Form 10-QSB for the quarter ended
     June 30, 2001, as filed with the SEC on August 13, 2001
    (File No.000-18488); and

 (4) The description of the Registrant's common stock contained in the
     Registrant's Registration Statement on Form 8-A, as amended, as filed with
     the SEC on August 8, 1990 (File No.000-18488); and

 (5) All other reports filed by the Registrant with the SEC pursuant to Sections
     13(a) or 15(d) of the Exchange Act since December 31, 2000.

    All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of 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 4.    Description of the Securities.

         Not applicable.

Item 5.    Interests of Named Experts and Counsel.

    Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered
an opinion regarding the legality of the shares of common stock registered
hereby.
Item 6.  Indemnification Provisions.

    Consistent with the applicable provisions of the laws of Georgia, the
Registrant's articles of incorporation provide that the Registrant will
indemnify directors, officers, employees or agents of the Registrant
(collectively, the "insiders") against expenses actually and reasonably
incurred if the insider is successful on the merits of a claim or proceeding.
When a case or dispute is settled or otherwise not determined on the merits,
the indemnification provisions provide that the Registrant will indemnify
insiders who meet the applicable standard of conduct.  The applicable standard
of conduct is met if the insider acted in a manner he or she in good faith
believed to be in or not opposed to the best interests of the Registrant and,
with respect to any criminal action or proceeding, if the insider had no
reasonable cause to believe his or her conduct was unlawful.  The Registrant's
board of directors or independent legal counsel, on a case by case basis, will
determine whether the insider has met the applicable standard of conduct.  The
Registrant may make advances to an insider against expenses, if the insider
seeking indemnification undertakes to refund the advance, unless it is
ultimately determined that he or she is entitled to indemnification.

    In a claim or proceeding by or in the right of the Registrant to procure a
judgement in its favor, the Registrant shall not indemnify an insider if he or
she is adjudged to be liable for negligence or misconduct in the performance of
his or her duties to the Registrant, unless the court in which the action is
brought determines that the insider is fairly and reasonably entitled to
indemnification.  In all other proceedings, termination by judgement, order,
settlement, conviction or plea of nolo contendere shall not alone create a
presumption that the insider has failed to meet the applicable standard of
conduct.

    The Registrant's articles of incorporation also provide that the
indemnification rights set forth are not exclusive of any other rights to which
an insider may be entitled and shall inure to the benefit of heirs, executors,
or administrators of the insider.

    The articles of incorporation specifically provide that the Registrant may
purchase and maintain insurance on behalf of any insider against any liability
asserted against such person and incurred by him or her in any such capacity,
whether or not the Registrant would have had the power to indemnify against
such liability.

    In addition, the Registrant's articles of incorporation, subject to certain
exceptions, eliminate the potential personal liability of a director for
monetary damages to the Registrant and to the shareholders of the Registrant
for breach of a duty as a director.  There is no elimination of liability,
however, for the following:

o a breach of duty involving appropriation of a business opportunity of the
  Registrant;

o an act or omission not in good faith or involving intentional misconduct or
  a knowing violation of law;

o a transaction from which the director derives an improper material tangible
  personal benefit, or

o any payment of a dividend or approval of a stock repurchase that is illegal
  under the Georgia Business Corporation Code.

    Article 11 does not eliminate or limit the right of the Registrant or its
shareholders to seek injunctive or other equitable relief not involving
monetary damages.

    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 SEC 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.

(a) 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
           ---                              -----------

            4.1          Articles of Incorporation, as amended (incorporated
                         herein by reference to Exhibit 3.1 in the Registrant's
                         Registration Statement No. 33-25075-A).

            4.2          Bylaws, as amended, through March 29, 1994
                        (incorporated herein by reference to Exhibit 3.2 in the
                         Registrant's Annual Report on Form 10-KSB for the
                         fiscal year ended December 31, 1994, as filed with the
                         Securities and Exchange Commission on March 31, 1995
                        (File No. 000-18488).

            5.1          Opinion of Powell, Goldstein, Frazer & Murphy LLP with
                         respect to the securities being registered, including
                         consent.

           23.1          Consent of counsel (included in Exhibit 5.1).

           23.2          Consent of Porter Keadle Moore, LLP, dated
                         September 24, 2001.

           24.1          Power of Attorney (provided on the signature page to
                         this Registration Statement).

(b) In accordance with Item 8(b) of Form S-8, the Registrant hereby undertakes
    that it will submit or has submitted the Plan and any amendment thereto to
    the Internal Revenue Service in a timely manner and has made or will make
    all changes required by the Internal Revenue Service in order to qualify the
    Plan under Section 401 of the Internal Revenue Code, as amended.
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.  Notwithstanding
                               the foregoing, any increase or decrease in volume
                               of securities offered (if the total dollar value
                               of securities offered would not exceed that
                               which was registered) and any deviation from the
                               low or high and of the estimated maximum
                               offering range may be reflected in the form of
                               prospectus filed with the Commission pursuant to
                               Rule 424(b) if, in the aggregate, the changes in
                               volume and price represent no more than 20
                               percent change in the maximum aggregate offering
                               price set forth in the "Calculation of
                               Registration Fee" table in the effective
                               registration statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or 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 of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woodstock, State of Georgia, on this the 24th day
of September, 2001.

                                              FIRST CHEROKEE BANCSHARES, INC.

                                              By: /s/Carl C. Hames, Jr.
                                                 -------------------------
                                                     Carl C. Hames, Jr.
                                                     President

    KNOW TO ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl C. Hames, Jr. and Kitty A. Kendrick, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for him or her, in his name,
place and stead, in any and all such capacities, to sign any and all amendments
(including post-effective amendments and any Registration Statement filed
pursuant to Rule 462(b) of the Securities Act) 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 said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully and to all intents and purposes as might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.

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

          Signature                        Title               Date
          ---------                        -----               ----

       /s/Alan D. Bobo                    Director       September 24, 2001
--------------------------------
        Alan D. Bobo

       /s/Elwin K. Bobo                   Director       September 24, 2001
--------------------------------
        Elwin K. Bobo

       /s/Micheal A. Edwards              Director       September 24, 2001
--------------------------------
        Michael A. Edwards

       /s/Stanley Fitts                   Director       September 24, 2001
--------------------------------
        Stanley Fitts

       /s/Russell L. Flynn                Director       September 24, 2001
--------------------------------
        Russell L. Flynn

                                          President,
                                          Principal
       /s/Carl C. Hames, Jr.              Executive      September 24, 2001
--------------------------------          Officer &
        Carl C. Hames, Jr.                Director

       /s/C. Garry Haygood                Director       September 24, 2001
--------------------------------
        C. Garry Haygood

       /s/Thomas D. Hopkins, Jr.          Director &     September 24, 2001
--------------------------------          Secretary
        Thomas D. Hopkins, Jr.

       /s/Bobby R. Hubbard                Director       September 24, 2001
--------------------------------
        Bobby R. Hubbard
/s/R. O. Kononen, Jr.              Director       September 24, 2001
---------------------------------
        R. O. Kononen, Jr.

       /s/Dennis W. Lord                  Director       September 24, 2001
---------------------------------
        Dennis W. Lord

       /s/Larry R. Lusk                   Director       September 24, 2001
---------------------------------
        Larry R. Lusk

       /s/Dr. Stuart R. Tasman            Director       September 24, 2001
---------------------------------
        Dr. Stuart R. Tasman
                                          Executive Vice
                                          President, Chief
                                          Financial Officer
       /s/Kitty A. Kendrick               & Principal    September 24, 2001
---------------------------------         Accounting &
        Kitty A. Kendrick                 Financial Officer
EXHIBIT INDEX
                                  -------------

        Exhibit
          No.                           Description
          ---                           -----------
          5.1           Opinion of Powell, Goldstein, Frazer & Murphy LLP
         23.1           Consent of counsel (included in Exhibit 5.1)
         23.2           Consent of Porter Keadle Moore, LLP, dated
                        September 24, 2001
EXHIBIT 5.1

                               September 11, 2001

First Cherokee Bancshares, Inc.
9860 Highway 92
Woodstock, Georgia 30188

         Re:      Registration Statement on Form S-8
                  First National Bank of Cherokee 401(k) Plan

Ladies and Gentlemen:

  We have served as counsel for First Cherokee Bancshares,  Inc., a Georgia
corporation (the "Company"),  in connection with the registration of 100,000
shares of the Company's  common stock,  $1.00 par value (the "Shares"),
under the Securities Act of 1933, as amended,  pursuant to a Registration
Statement on Form S-8 (the "Registration Statement"),  which  Shares  are to be
issued  and sold by the  Company  pursuant  to the First  National  Bank of
Cherokee 401(k) 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 issuance of the
Shares 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:

         1. The Shares have been duly authorized; and

         2. Upon the issuance  and delivery of the Shares and the receipt of
            payment  therefor as provided in the Plan and as contemplated by
            the Registration  Statement,  such Shares will be validly issued,
            fully paid and non-assessable.
First Cherokee Bancshares, Inc.
Sepember 11, 2001
Page 2

  We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.

                                                     Very truly yours,

                                     /s/  POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                                     -------------------------------------------
EXHIBIT 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated January 26, 2001, accompanying the consolidated
financial statements incorporated by reference in the Annual Report of First
Cherokee Bancshares, Inc. on Form 10-KSB for the year ended December 31, 2000.
We hereby consent to the incorporation by reference of said report in the
Registration Statement of First Cherokee Bancshares, Inc. on Form S-8.

                                                  /s/ Porter Keadle Moore, LLP
                                                  ---------------------------

Atlanta, Georgia
September 24, 2001