<PAGE>
 
   As filed with the Securities and Exchange Commission on February 28, 1995.
                                            Registration Statement No. 33- _____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ____________________


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

                              ____________________


                         SOUTHERN NATIONAL CORPORATION
             (Exact name of Registrant as specified in its Charter)

          North Carolina                            56-0939887
  (State or other jurisdiction of      (I.R.S. Employer Identification Number)
  incorporation or organization)

                           500 North Chestnut Street
                        Lumberton, North Carolina 28358
          (Address of principal executive office, including zip code)

                         SOUTHERN NATIONAL CORPORATION
                          OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                             ______________________

                             David L. Craven, Esq.
                    Southern National Bank of North Carolina
                             200 West Second Street
                                   3rd Floor
                      Winston-Salem, North Carolina 27101
                                  910-773-7390
(Name, address, including zip code, and telephone number including area code, of
                               agent for service)

                                With copies to:
        Mark S. Dray, Esq.                     David L. Craven, Esq.
      David M. Carter, Esq.          Southern National Bank of North Carolina
        Hunton & Williams                    200 West Second Street
   Riverfront Plaza, East Tower                    3rd Floor
       951 East Byrd Street             Winston-Salem, North Carolina 27101
   Richmond, Virginia 23219-4074                  910-773-7390
         804-788-8200
                              ____________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================= 
                                                 Proposed maximum    Proposed maximum
    Title of securities         Amount to be      offering price        aggregate         Amount of
      to be registered           registered          per share        offering price   registration fee
- -------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                  <C>               <C>
Common Stock, $5 par      
value                         4,000,000 shares       $22.00(*)         $88,000,000.00      $30,345
=======================================================================================================
</TABLE>

     (*)  Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $22.00 per
share, which was the average of the high and low prices of the Common Stock on
the New York Stock Exchange on February 21, 1995, as reported in the Wall Street
Journal.
================================================================================
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Item 1.  Plan Information.

          Not required to be filed with the Securities and Exchange Commission
          (the "Commission").

 Item 2.  Registrant Information and Employee Plan Annual Information.

          Not required to be filed with the Commission.

                                      I-1
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.

          Southern National Corporation (the "Company" or "SNC") hereby
 incorporates by reference in this Prospectus the following documents filed with
 the Commission: The following documents concerning SNC (File No. 1-10853) are
 incorporated by reference herein: (i) the Company's Annual Report on Form 10-K
 for the year ended December 31, 1993, the consolidated financial statements and
 certain other information therein having been superseded by the consolidated
 financial statements and certain other information for the year ended December
 31, 1993, that are included in SNC's Current Report on Form 8-K, dated
 September 26, 1994, to reflect SNC's acquisition of Regency Bancshares Inc.,
 The First Savings Bank, FSB and Home Federal Savings Bank; (ii) the Company's
 Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30,
 1994 and September 30, 1994; (iii) the description of the Company's Common
 Stock (the "Common Stock") in the Company's registration statement filed under
 the Securities Exchange Act, as amended ("Exchange Act") with respect to the
 Common Stock, including all amendments and reports filed for the purpose of
 updating such description; and (iv) the Company's Current Report on Form 8-K
 dated January 28, 1994 (as amended on April 15, 1994, and June 6, 1994), August
 8, 1994, September 26, 1994, November 14, 1994, and February 24, 1995,
 including consolidated financial statements for BB&T Financial Corporation
 ("BB&T Financial") and pro forma condensed financial information relating to
 the Company's proposed merger with BB&T Financial.

          All other reports filed by the Company pursuant to Section 13(a) and
 13(c) of the Exchange Act subsequent to the date of this Prospectus and prior
 to the termination of the offering of shares of the Company's Common Stock
 pursuant to the Southern National Corporation Omnibus Stock Incentive Plan (the
 "Plan"), any definitive proxy or information statement filed pursuant to
 Section 14 of the Exchange Act in connection with any subsequent meetings of
 shareholders and any reports filed pursuant to Section 15 of the Exchange Act
 prior to any such termination of the offering of shares, shall be deemed to be
 incorporated by reference in the Prospectus 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 the Prospectus to the extent that
 a statement contained herein or in any other subsequently filed document that
 is or is deemed to be incorporated by reference herein modifies or supersedes
 such earlier statement. Any such statement so modified or superseded shall not
 be deemed, except as so modified or superseded, to constitute a part of the
 Prospectus.

 Item 4.  Description of Securities.

          Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

 Item 6.  Indemnification of Directors and Officers.

          As permitted by the laws of North Carolina, the Amended and Restated
 Articles of Incorporation of the Company (the "Articles") eliminate all
 liability of the Company's directors and officers for monetary damages to the
 Company or its shareholders except in the event of willful misconduct or a
 knowing violation of the criminal law or any federal or state securities law.
 The Articles also require indemnification of any person 

                                      II-1
<PAGE>
 
 against liability incurred in connection with any proceeding to which that
 person is made a party by reason of (i) his service to the Company as a
 director or officer or (ii) his service as director, officer, trustee or
 partner to some other enterprise at the request of the Company, except in the
 event of willful misconduct or a knowing violation of the criminal law.

 Item 7.  Exemption from Registration Claimed.
          Not applicable.

 Item 8.  Exhibits.

 Exhibit No.
 -----------

 31.      Amended and Restated Articles of Incorporation (filed as Exhibit 4(a)
          to the Company's Registration Statement on Form S-3 filed on June 9,
          1993 (Registration Statement No. 33-64176) and incorporated herein by
          reference).

 32.      Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement
          on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
          20586) and incorporated herein by reference).

 43.      Southern National Corporation Omnibus Stock Incentive Plan.

 5        Opinion of Hunton & Williams

 23.1     Consent of Arthur Andersen LLP.

 23.2     Consent of KPMG Peat Marwick LLP.

 23.3     Consent of KPMG Peat Marwick LLP.

 23.4     Consent of Donald G. Jones and Company, P.A.

 23.5     Consent of Ernst & Young LLP.

 23.6     Consent of Coopers & Lybrand L.L.P.

 23.7     Consent of Hunton & Williams (included in Exhibit 5)

 24       Power of Attorney of Directors and Officers of the Company (included
          on signature page).

 Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

           1.  To file, during any period in which offers or sales are made, a
 post-effective amendment to this registration statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933, as amended (the "Securities
                      Act");

                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment 

                                      II-2
<PAGE>
 
                      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 in 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 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 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 for liabilities arising under the
 Securities Act may be permitted to directors, officers and controlling persons
 of the registrant pursuant to the provisions described under Item 6 above, 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.

                                      II-3
<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 Winston-Salem, State of North Carolina, on February
 24, 1995.


                           SOUTHERN NATIONAL CORPORATION
                            (Registrant)

                           By: /s/ L. Glenn Orr, Jr.
                              --------------------------------------------
                              L. Glenn Orr, Jr.
                              Chairman, President and Chief Executive Officer


                               POWER OF ATTORNEY


      Pursuant to the requirements of the Securities Act of 1933, this
 registration statement has been signed by the following persons in the
 capacities indicated on February 24, 1995.  Each of the directors and/or
 officers of Southern National Corporation whose signature appears below hereby
 appoints David L. Craven, Sherry A. Kellett and David M. Carter, and each of
 them severally, as his attorney-in-fact to sign in his name and behalf, in any
 and all capacities stated below and to file with the Commission, any and all
 amendments, including post-effective amendments to this registration statement,
 making such changes in the registration statement as appropriate, and generally
 to do all such things in their behalf in their capacities as officers and
 directors to enable Southern National Corporation to comply with the provisions
 of the Securities Act of 1933, and all requirements of the Securities and
 Exchange Commission.

 
         Signature                               Title
         ---------                               -----                       
 
/s/ L. Glenn Orr, Jr.           Chairman, President, Chief
- ----------------------------      Executive Officer and Director
L. Glenn Orr, Jr.                   (Principal Executive Officer)
 
 
/s/ Gary E. Carlton             Executive Vice President and
- ----------------------------             Director
Gary E. Carlton
 
/s/ Sherry A. Kellett           Executive Vice President and Controller
- ----------------------------      (Principal Financial and Accounting Officer)
Sherry A. Kellett
 
/s/ William F. Black            Director
- ----------------------------
William F. Black
 
/s/ Luther C. Boliek            Director
- ----------------------------
Luthe r C. Boliek
 
/s/ Ronald E. Deal              Director
- ----------------------------
Ronald E. Deal
 
                                Director
- ----------------------------
William N. Geiger, Jr.

                                      II-4
<PAGE>
 
/s/ Paul S. Goldsmith           Director
- ----------------------------
Paul S. Goldsmith
 
                                Director
- -----------------------------
Lloyd Vincent Hackley
 
/s/ James A. Hardison, Jr.      Director
- ----------------------------
James A. Hardison, Jr.
 
/s/ Donald C. Hiscott           Director
- ----------------------------
Donald C. Hiscott
 
                                Director
- ----------------------------
Charles A. Hostetler
 
/s/ Richard Janeway             Director
- ----------------------------
Richard Janeway, M.D.
 
                                Director
- ----------------------------
Joseph A. McAleer
 
/s/ Albert O. McCauley          Director
- ----------------------------
Albert O. McCauley
 
/s/ Dickson McLean, Jr.         Director
- ----------------------------
Dickson McLean, Jr.
 
/s/ Charles E. Nichols          Director
- ----------------------------
Charles E. Nichols
 
/s/ C. Edward Pleasants         Director
- ----------------------------
C. Edward Pleasants
 
/s/ Nido R. Qubein              Director
- ----------------------------
Nido R. Qubein
 
/s/ Ted R. Reynolds             Director
- ----------------------------
Ted R. Reynolds
 
/s/ A. Bruce Williams           Director
- ----------------------------
A. Bruce Williams
 
/s/ A. Tab Williams, Jr.        Director
- ----------------------------
A. Tab Williams, Jr.
 
/s/ Edward M. Williams          Director
- ----------------------------
Edward M. Williams
 
/s/ T. H. Yancey                Director
- ----------------------------
T. H. Yancey
 
/s/ Robert H. Yeargin           Director
- ----------------------------
Robert H. Yeargin

                                      II-5
<PAGE>
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              ____________________



                                    EXHIBITS

                                   filed with
                             REGISTRATION STATEMENT

                                       on

                                    FORM S-8

                                     UNDER

                           THE SECURITIES ACT OF 1933


                              ____________________



                         SOUTHERN NATIONAL CORPORATION
                          OMNIBUS STOCK INCENTIVE PLAN
                            (full title of the plan)


================================================================================
<PAGE>
 
                                 EXHIBIT INDEX

 
Exhibit No.                  Description
- -----------                  ----------- 
                 

   3.1      Amended and Restated Articles of Incorporation (filed as Exhibit
            4(a) to the Company's Registration Statement on Form S-3 filed on
            June 9, 1993 (Registration Statement No. 33-64176) and incorporated
            herein by reference).
          
   3.2      Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement
            on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
            20586) and incorporated herein by reference).
          
   4.3      Southern National Corporation Omnibus Stock Incentive Plan.
          
   5        Opinion of Hunton & Williams
          
   23.1     Consent of Arthur Andersen LLP.
          
   23.2     Consent of KPMG Peat Marwick LLP.
          
   23.3     Consent of KPMG Peat Marwick LLP.
          
   23.4     Consent of Donald G. Jones and Company, P.A.
          
   23.5     Consent of Ernst & Young LLP.
          
   23.6     Consent of Coopers & Lybrand L.L.P.
          
   23.7     Consent of Hunton & Williams (included in Exhibit 5)
          
   24       Power of Attorney of Directors and Officers of the Company 
            (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20316}]
{"company-data": {"conformed-name": "SOUTHERN NATIONAL CORP /NC/", "cik": "0000092230", "assigned-sic": "6021", "irs-number": "560939887", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57865", "film-number": "95516121"}, "business-address": {"street1": "500 N CHESTNUT ST", "city": "LUMBERTON", "state": "NC", "zip": "28358", "phone": "9196712000"}, "mail-address": {"street1": "500 NORTH CHESTNUT STREET", "city": "LUMBERTON", "state": "NC", "zip": "28358"}}
As filed with the Securities and Exchange Commission on February 28, 1995.
                                            Registration Statement No. 33- _____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              ____________________

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

                              ____________________

                         SOUTHERN NATIONAL CORPORATION
             (Exact name of Registrant as specified in its Charter)

          North Carolina                            56-0939887
  (State or other jurisdiction of      (I.R.S. Employer Identification Number)
  incorporation or organization)

                           500 North Chestnut Street
                        Lumberton, North Carolina 28358
          (Address of principal executive office, including zip code)

                         SOUTHERN NATIONAL CORPORATION
                          OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                             ______________________

                             David L. Craven, Esq.
                    Southern National Bank of North Carolina
                             200 West Second Street
                                   3rd Floor
                      Winston-Salem, North Carolina 27101
                                  910-773-7390
(Name, address, including zip code, and telephone number including area code, of
                               agent for service)

                                With copies to:
        Mark S. Dray, Esq.                     David L. Craven, Esq.
      David M. Carter, Esq.          Southern National Bank of North Carolina
        Hunton & Williams                    200 West Second Street
   Riverfront Plaza, East Tower                    3rd Floor
       951 East Byrd Street             Winston-Salem, North Carolina 27101
   Richmond, Virginia 23219-4074                  910-773-7390
         804-788-8200
                              ____________________

                        CALCULATION OF REGISTRATION FEE
======================================================================================================= 
                                                 Proposed maximum    Proposed maximum
    Title of securities         Amount to be      offering price        aggregate         Amount of
      to be registered           registered          per share        offering price   registration fee
- -------------------------------------------------------------------------------------------------------
Common Stock, $5 par      
value                         4,000,000 shares       $22.00(*)         $88,000,000.00      $30,345
=======================================================================================================
(*)  Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $22.00 per
share, which was the average of the high and low prices of the Common Stock on
the New York Stock Exchange on February 21, 1995, as reported in the Wall Street
Journal.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Item 1.  Plan Information.

          Not required to be filed with the Securities and Exchange Commission
          (the "Commission").

 Item 2.  Registrant Information and Employee Plan Annual Information.

          Not required to be filed with the Commission.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.

          Southern National Corporation (the "Company" or "SNC") hereby
 incorporates by reference in this Prospectus the following documents filed with
 the Commission: The following documents concerning SNC (File No. 1-10853) are
 incorporated by reference herein: (i) the Company's Annual Report on Form 10-K
 for the year ended December 31, 1993, the consolidated financial statements and
 certain other information therein having been superseded by the consolidated
 financial statements and certain other information for the year ended December
 31, 1993, that are included in SNC's Current Report on Form 8-K, dated
 September 26, 1994, to reflect SNC's acquisition of Regency Bancshares Inc.,
 The First Savings Bank, FSB and Home Federal Savings Bank; (ii) the Company's
 Quarterly Reports on Form 10-Q for the periods ended March 31, 1994, June 30,
 1994 and September 30, 1994; (iii) the description of the Company's Common
 Stock (the "Common Stock") in the Company's registration statement filed under
 the Securities Exchange Act, as amended ("Exchange Act") with respect to the
 Common Stock, including all amendments and reports filed for the purpose of
 updating such description; and (iv) the Company's Current Report on Form 8-K
 dated January 28, 1994 (as amended on April 15, 1994, and June 6, 1994), August
 8, 1994, September 26, 1994, November 14, 1994, and February 24, 1995,
 including consolidated financial statements for BB&T Financial Corporation
 ("BB&T Financial") and pro forma condensed financial information relating to
 the Company's proposed merger with BB&T Financial.

          All other reports filed by the Company pursuant to Section 13(a) and
 13(c) of the Exchange Act subsequent to the date of this Prospectus and prior
 to the termination of the offering of shares of the Company's Common Stock
 pursuant to the Southern National Corporation Omnibus Stock Incentive Plan (the
 "Plan"), any definitive proxy or information statement filed pursuant to
 Section 14 of the Exchange Act in connection with any subsequent meetings of
 shareholders and any reports filed pursuant to Section 15 of the Exchange Act
 prior to any such termination of the offering of shares, shall be deemed to be
 incorporated by reference in the Prospectus 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 the Prospectus to the extent that
 a statement contained herein or in any other subsequently filed document that
 is or is deemed to be incorporated by reference herein modifies or supersedes
 such earlier statement. Any such statement so modified or superseded shall not
 be deemed, except as so modified or superseded, to constitute a part of the
 Prospectus.

 Item 4.  Description of Securities.

          Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

 Item 6.  Indemnification of Directors and Officers.

          As permitted by the laws of North Carolina, the Amended and Restated
 Articles of Incorporation of the Company (the "Articles") eliminate all
 liability of the Company's directors and officers for monetary damages to the
 Company or its shareholders except in the event of willful misconduct or a
 knowing violation of the criminal law or any federal or state securities law.
 The Articles also require indemnification of any person 

                                      II-1
against liability incurred in connection with any proceeding to which that
 person is made a party by reason of (i) his service to the Company as a
 director or officer or (ii) his service as director, officer, trustee or
 partner to some other enterprise at the request of the Company, except in the
 event of willful misconduct or a knowing violation of the criminal law.

 Item 7.  Exemption from Registration Claimed.
          Not applicable.

 Item 8.  Exhibits.

 Exhibit No.
 -----------

 31.      Amended and Restated Articles of Incorporation (filed as Exhibit 4(a)
          to the Company's Registration Statement on Form S-3 filed on June 9,
          1993 (Registration Statement No. 33-64176) and incorporated herein by
          reference).

 32.      Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement
          on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
          20586) and incorporated herein by reference).

 43.      Southern National Corporation Omnibus Stock Incentive Plan.

 5        Opinion of Hunton & Williams

 23.1     Consent of Arthur Andersen LLP.

 23.2     Consent of KPMG Peat Marwick LLP.

 23.3     Consent of KPMG Peat Marwick LLP.

 23.4     Consent of Donald G. Jones and Company, P.A.

 23.5     Consent of Ernst & Young LLP.

 23.6     Consent of Coopers & Lybrand L.L.P.

 23.7     Consent of Hunton & Williams (included in Exhibit 5)

 24       Power of Attorney of Directors and Officers of the Company (included
          on signature page).

 Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

           1.  To file, during any period in which offers or sales are made, a
 post-effective amendment to this registration statement:

                 (i)  To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933, as amended (the "Securities
                      Act");

                 (ii) To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment 

                                      II-2
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 in 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 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 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 for liabilities arising under the
 Securities Act may be permitted to directors, officers and controlling persons
 of the registrant pursuant to the provisions described under Item 6 above, 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.

                                      II-3
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 Winston-Salem, State of North Carolina, on February
 24, 1995.

                           SOUTHERN NATIONAL CORPORATION
                            (Registrant)

                           By: /s/ L. Glenn Orr, Jr.
                              --------------------------------------------
                              L. Glenn Orr, Jr.
                              Chairman, President and Chief Executive Officer

                               POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, this
 registration statement has been signed by the following persons in the
 capacities indicated on February 24, 1995.  Each of the directors and/or
 officers of Southern National Corporation whose signature appears below hereby
 appoints David L. Craven, Sherry A. Kellett and David M. Carter, and each of
 them severally, as his attorney-in-fact to sign in his name and behalf, in any
 and all capacities stated below and to file with the Commission, any and all
 amendments, including post-effective amendments to this registration statement,
 making such changes in the registration statement as appropriate, and generally
 to do all such things in their behalf in their capacities as officers and
 directors to enable Southern National Corporation to comply with the provisions
 of the Securities Act of 1933, and all requirements of the Securities and
 Exchange Commission.

 
         Signature                               Title
         ---------                               -----                       
 
/s/ L. Glenn Orr, Jr.           Chairman, President, Chief
- ----------------------------      Executive Officer and Director
L. Glenn Orr, Jr.                   (Principal Executive Officer)
 
 
/s/ Gary E. Carlton             Executive Vice President and
- ----------------------------             Director
Gary E. Carlton
 
/s/ Sherry A. Kellett           Executive Vice President and Controller
- ----------------------------      (Principal Financial and Accounting Officer)
Sherry A. Kellett
 
/s/ William F. Black            Director
- ----------------------------
William F. Black
 
/s/ Luther C. Boliek            Director
- ----------------------------
Luthe r C. Boliek
 
/s/ Ronald E. Deal              Director
- ----------------------------
Ronald E. Deal
 
                                Director
- ----------------------------
William N. Geiger, Jr.

                                      II-4
/s/ Paul S. Goldsmith           Director
- ----------------------------
Paul S. Goldsmith
 
                                Director
- -----------------------------
Lloyd Vincent Hackley
 
/s/ James A. Hardison, Jr.      Director
- ----------------------------
James A. Hardison, Jr.
 
/s/ Donald C. Hiscott           Director
- ----------------------------
Donald C. Hiscott
 
                                Director
- ----------------------------
Charles A. Hostetler
 
/s/ Richard Janeway             Director
- ----------------------------
Richard Janeway, M.D.
 
                                Director
- ----------------------------
Joseph A. McAleer
 
/s/ Albert O. McCauley          Director
- ----------------------------
Albert O. McCauley
 
/s/ Dickson McLean, Jr.         Director
- ----------------------------
Dickson McLean, Jr.
 
/s/ Charles E. Nichols          Director
- ----------------------------
Charles E. Nichols
 
/s/ C. Edward Pleasants         Director
- ----------------------------
C. Edward Pleasants
 
/s/ Nido R. Qubein              Director
- ----------------------------
Nido R. Qubein
 
/s/ Ted R. Reynolds             Director
- ----------------------------
Ted R. Reynolds
 
/s/ A. Bruce Williams           Director
- ----------------------------
A. Bruce Williams
 
/s/ A. Tab Williams, Jr.        Director
- ----------------------------
A. Tab Williams, Jr.
 
/s/ Edward M. Williams          Director
- ----------------------------
Edward M. Williams
 
/s/ T. H. Yancey                Director
- ----------------------------
T. H. Yancey
 
/s/ Robert H. Yeargin           Director
- ----------------------------
Robert H. Yeargin

                                      II-5
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              ____________________

                                    EXHIBITS

                                   filed with
                             REGISTRATION STATEMENT

                                       on

                                    FORM S-8

                                     UNDER

                           THE SECURITIES ACT OF 1933

                              ____________________

                         SOUTHERN NATIONAL CORPORATION
                          OMNIBUS STOCK INCENTIVE PLAN
                            (full title of the plan)

================================================================================
EXHIBIT INDEX

 
Exhibit No.                  Description
- -----------                  ----------- 
                 

   3.1      Amended and Restated Articles of Incorporation (filed as Exhibit
            4(a) to the Company's Registration Statement on Form S-3 filed on
            June 9, 1993 (Registration Statement No. 33-64176) and incorporated
            herein by reference).
          
   3.2      Bylaws (filed as Exhibit 3.2 to the Company's Registration Statement
            on Form S-4 filed on June 20, 1989 (Registration Statement No. 33-
            20586) and incorporated herein by reference).
          
   4.3      Southern National Corporation Omnibus Stock Incentive Plan.
          
   5        Opinion of Hunton & Williams
          
   23.1     Consent of Arthur Andersen LLP.
          
   23.2     Consent of KPMG Peat Marwick LLP.
          
   23.3     Consent of KPMG Peat Marwick LLP.
          
   23.4     Consent of Donald G. Jones and Company, P.A.
          
   23.5     Consent of Ernst & Young LLP.
          
   23.6     Consent of Coopers & Lybrand L.L.P.
          
   23.7     Consent of Hunton & Williams (included in Exhibit 5)
          
   24       Power of Attorney of Directors and Officers of the Company 
            (included on signature page).