<PAGE>
 
    As filed with the Securities and Exchange Commission on March 22, 1999
                                                      Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                             PAB Bankshares, Inc.
              (Exact name of issuer as specified in its charter)
 
          Georgia                                       58-1473302
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

3102 North Oak Street Extension
      Valdosta, Georgia                                     31602
(Address of principal executive offices)                  (Zip Code)

             PAB Bankshares, Inc. 1994 Employee Stock Option Plan
                           (Full title of the plan)

                             R. Bradford Burnette
                     President and Chief Executive Officer
                             PAB Bankshares, Inc.
                        3102 North Oak Street Extension
                            Valdosta, Georgia 31602
                                (912) 241-2775
(Name, address and telephone number, including area code, of agent for service)

 The Commission is requested to mail signed copies of all orders, notices and
                              communications to:

                            Daniel T. Falstad, Esq.
                             Troutman Sanders LLP
                    600 Peachtree Street, N.E., Suite 5200
                          Atlanta, Georgia 30308-2216
                        Telephone:      (404) 885-3514
                        Facsimile:      (404) 885-3995
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed maximum              Proposed
    Title of each class of               Amount to be        offering price per         maximum aggregate           Amount of
  securities to be registered           registered (1)              share                offering price          registration fee
--------------------------------------------------------------------------------------------------------------------------------- 
<S>                                     <C>                  <C>                       <C>                       <C>
Common Stock, no par value,             380,953 shares            $10.26(2)             $3,908,577.78(2)            $1,086.58
to be issued under PAB                   18,797 shares            $16.25(3)             $  305,451.25(3)            $   84.92
Bankshares, Inc. 1994                   --------------                                  -------------               ---------
Employee Stock Option Plan              399,750 shares                                  $4,214,029.03               $1,171.50
                                        
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "1933 Act"), includes an indeterminate number of additional shares which
     may be offered and issued to prevent dilution resulting from stock splits,
     stock dividends or similar transactions as provided in PAB Bankshares, Inc.
     1994 Employee Stock Option Plan (the "Plan").

(2)  Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of shares
     subject to options whose exercise price is known is estimated solely for
     the purpose of calculating the registration fee on the basis of price at
     which the options may be exercised. 

(3)  Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of shares
     subject to options whose exercise price is not known is estimated solely
     for the purpose of calculating the registration fee on the basis of the
     average of the high and low prices on March 17, 1999 as reported on the
     American Stock Exchange.
-------------------------------------------------------------------------------

<PAGE>
 
        Part I -- Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.+
         ----------------  

Item 2.  Registrant Information and Plan Annual Information.+
         --------------------------------------------------  

+  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with the
   Note to Part I of Form S-8.

         Part II -- Information Required in the Registration Statement
                                        
Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         PAB Bankshares, Inc. ("PAB") hereby incorporates by reference into this
registration statement the following documents:

         (a)  PAB's Annual Report on Form 10-KSB for the fiscal year ended
              December 31, 1997, as filed on March 31, 1998 and amended on April
              21, 1998;

         (b)  PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
              March 31, 1998, as filed on May 15, 1998;

         (c)  PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
              June 30, 1998, as filed on August 14, 1998 and as amended on
              November 6, 1998; and

         (d)  PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
              September 30, 1998, as filed on November 13, 1998;

         (e)  PAB's Current Reports on Form 8-K filed January 16, 1998, May 21,
              1998 and July 2, 1998, as amended on August 21, 1998; and

         (f)  the description of PAB's Common Stock contained in PAB's
              Registration Statement on Form 8-A/A, as filed on July 3, 1996.

     All documents filed subsequent to the date of this registration statement
by the undersigned registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a
post-effective amendment hereto which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters any shares of such Common
Stock then remaining unsold, shall also be deemed to be incorporated by
reference in this registration statement and to be a part hereof from their
respective dates of filing. 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 that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement contained in this registration
statement shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document which is or is 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.

                                       2
<PAGE>
 
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 provisions of the Georgia Business Corporation Code and PAB's Articles
of Incorporation ("Articles") and Bylaws set forth the extent to which PAB's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities.  Under these indemnification provisions, PAB
is required to indemnify any of its directors or officers against any reasonable
expenses (including attorneys' fees) incurred by such director or officer in
defense of any action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, and whether formal or informal,
to which such director or officer was made a party, or in defense of any claim,
issue or matter therein, by reason of the fact that such director or officer is
or was a director or officer of PAB to the extent that such director or officer
has been successful, on the merits or otherwise, in such defense.  PAB also must
indemnify any person against any liability and expenses incurred in connection
with any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by PAB),
by reason of the fact that such person is or was a director or officer of PAB or
who, while a director or officer of PAB, is or was serving at PAB's request as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, if such director or officer acted in a
manner such director or officer believed in good faith to be in, or not opposed
to, the best interests of PAB, or, with respect to any criminal proceeding, had
no reasonable cause to believe such director's or officer's conduct was
unlawful, if a determination has been made that the director or officer has met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of PAB, however, is limited to reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding.  PAB may also
provide advancement of expenses incurred by a director or officer in defending
any such action, suit, or proceeding upon receipt of a written affirmation of
such officer or director that such director or officer has met certain standards
of conduct and an undertaking by or on behalf of such director or officer to
repay such advances unless it is ultimately determined that such director or
officer is entitled to indemnification by PAB.

     PAB may not indemnify a director or officer in connection with a proceeding
in which the director or officer was adjudged liable to PAB on the basis that he
improperly received a personal benefit.

     PAB's Bylaws state that PAB intends for indemnification of officers and
directors to extend to the maximum indemnification possible under Georgia law.
In addition, PAB's Articles require that PAB indemnify a director to the fullest
extent permitted by the Official Code of Georgia Annotated against any
liability, cost or expenses incurred by such director by reason of the fact that
such person is or was a director and require PAB to advance expenses incurred in
such proceedings subject to the conditions imposed by the Georgia Business
Corporation Code.

                                       3
<PAGE>
 
     PAB's Articles of Incorporation contain a provision which provides that, to
the fullest extent permitted by the Georgia Business Corporation Code, directors
of PAB shall not be personally liable to PAB or its shareholders for monetary
damages for breach of his duty of care or any other duty as a director.

     PAB maintains an insurance policy insuring PAB and directors and officers
of PAB against certain liabilities, including liabilities under the Securities
Act of 1933.

Item 7.    Exemption from Registration Claimed.
           ----------------------------------- 

     Not applicable.

Item 8.    Exhibits.
           -------- 

     The following exhibits are filed as part of this Registration Statement:

     Exhibit
     Number
     -------

     4.1  Articles of Incorporation, as amended

     4.2  Bylaws, as amended (restated pursuant to Rule 102(c) of Regulation 
          S-T)

     5    Opinion of Troutman Sanders LLP

     23.1 Consent of Troutman Sanders LLP (contained in opinion filed as
          Exhibit 5)

     23.2 Consent of Stewart, Fowler & Stalvey, P.C.

     24   Power of Attorney (included in the signature page of page 6 of this
          Registration Statement)

Item 9.    Undertakings.
           ------------ 

     (a)   Rule 415 offerings.  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 1933 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

                                       4
<PAGE>
 
                     range may be reflected in the form of prospectus filed with
                     the Securities and Exchange Commission (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 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 1934
          Act that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the 1933
          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 any offering.

     (b) Filings incorporating subsequent 1934 Act documents by reference. The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 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) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                       5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Valdosta, Georgia, on this 19th day of March, 1999.

                                   PAB Bankshares, Inc.
                                   (Registrant)
 
                                   By:  /s/ R. Bradford Burnette
                                        -------------------------------------
                                        R. Bradford Burnette
                                        President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Bradford Burnette and C. Larry Wilkinson, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and to 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 she might or would do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or their substitutes may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this registration statement,
as amended, has been signed by the following persons in the capacities on this
15th day of March, 1999.

<TABLE>
<CAPTION>
             Signature                   Title
             ---------                   -----
<S>                                <C> 

    /s/ James L. Dewar, Sr.         Chairman of the Board and Director
-------------------------------
    James L. Dewar, Sr.

   /s/ R. Bradford Burnette
-------------------------------     President and Director (Principal Executive
     R. Bradford Burnette           Officer
 
-------------------------------     Director
     Walter W. Carroll, II

     /s/ William S. Cowart
-------------------------------     Director
        William S. Cowart

    /s/ James L. Dewar, Jr.         Director
-------------------------------
       James L. Dewar, Jr.
 
       /s/ Tracy A. Dixon           Director
-------------------------------
         Tracy A. Dixon
</TABLE> 

                                       6
<PAGE>
 
       /s/ Bill J. Jones            Director
-------------------------------
          Bill J. Jones

    /s/ Thompson Kurrie, Jr.
-------------------------------     Director
       Thompson Kurrie, Jr.

     /s/ James B. Lanier, Jr.
-------------------------------     Director
       James B. Lanier, Jr.

        /s/ Paul E. Parker
-------------------------------     Director
          Paul E. Parker

   /s/ F. Ferrell Scruggs, Sr.
-------------------------------     Director
      F. Ferrell Scruggs, Sr.

       /s/ John M. Simmons
-------------------------------     Director
          John M. Simmons
 
-------------------------------     Director
     D. Ramsay Simmons, Jr.

      /s/ Joe P. Singletary
-------------------------------     Director
        Joe P. Singletary

     /s/ C. Larry Wilkinson
-------------------------------     Executive Vice President and Director
      C. Larry Wilkinson            (Principal Financial and Accounting Officer)

                                       7
<PAGE>
 
                                 Exhibit Index
                                        
     Exhibit
     Number
     -------

     4.1    Articles of Incorporation, as amended

     4.2    Bylaws, as amended (restated pursuant to Rule 102(c) of Regulation 
            S-T)

     5      Opinion of Troutman Sanders LLP

     23.1   Consent of Troutman Sanders LLP (contained in opinion filed in
            Exhibit 5)

     23.2   Consent of Stewart, Fowler & Stalvey, P.C.

     24     Power of Attorney (included in the signature page of page 6 of this
            Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21856}]
{"company-data": {"conformed-name": "PAB BANKSHARES INC", "cik": "0000705200", "assigned-sic": "6022", "irs-number": "581473302", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74819", "film-number": "99570070"}, "business-address": {"street1": "3102 N OAK ST EXT", "city": "VALDOSTA", "state": "GA", "zip": "31602", "phone": "9122427775"}, "mail-address": {"street1": "3102 NORTH OAK STREET EXTENSION", "city": "VALDOSTA", "state": "GA", "zip": "31602"}}
As filed with the Securities and Exchange Commission on March 22, 1999
                                                      Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                             PAB Bankshares, Inc.
              (Exact name of issuer as specified in its charter)
 
          Georgia                                       58-1473302
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)

3102 North Oak Street Extension
      Valdosta, Georgia                                     31602
(Address of principal executive offices)                  (Zip Code)

             PAB Bankshares, Inc. 1994 Employee Stock Option Plan
                           (Full title of the plan)

                             R. Bradford Burnette
                     President and Chief Executive Officer
                             PAB Bankshares, Inc.
                        3102 North Oak Street Extension
                            Valdosta, Georgia 31602
                                (912) 241-2775
(Name, address and telephone number, including area code, of agent for service)

 The Commission is requested to mail signed copies of all orders, notices and
                              communications to:

                            Daniel T. Falstad, Esq.
                             Troutman Sanders LLP
                    600 Peachtree Street, N.E., Suite 5200
                          Atlanta, Georgia 30308-2216
                        Telephone:      (404) 885-3514
                        Facsimile:      (404) 885-3995
---------------------------------------------------------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed maximum              Proposed
    Title of each class of               Amount to be        offering price per         maximum aggregate           Amount of
  securities to be registered           registered (1)              share                offering price          registration fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value,             380,953 shares            $10.26(2)             $3,908,577.78(2)            $1,086.58
to be issued under PAB                   18,797 shares            $16.25(3)             $  305,451.25(3)            $   84.92
Bankshares, Inc. 1994                   --------------                                  -------------               ---------
Employee Stock Option Plan              399,750 shares                                  $4,214,029.03               $1,171.50
                                        
---------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
     "1933 Act"), includes an indeterminate number of additional shares which
     may be offered and issued to prevent dilution resulting from stock splits,
     stock dividends or similar transactions as provided in PAB Bankshares, Inc.
     1994 Employee Stock Option Plan (the "Plan").

(2)  Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of shares
     subject to options whose exercise price is known is estimated solely for
     the purpose of calculating the registration fee on the basis of price at
     which the options may be exercised. 

(3)  Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of shares
     subject to options whose exercise price is not known is estimated solely
     for the purpose of calculating the registration fee on the basis of the
     average of the high and low prices on March 17, 1999 as reported on the
     American Stock Exchange.
-------------------------------------------------------------------------------
Part I -- Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information.+
         ----------------  

Item 2.  Registrant Information and Plan Annual Information.+
         --------------------------------------------------  

+  Information required by Part I to be contained in the Section 10(a)
   prospectus is omitted from this Registration Statement in accordance with the
   Note to Part I of Form S-8.

         Part II -- Information Required in the Registration Statement
                                        
Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

         PAB Bankshares, Inc. ("PAB") hereby incorporates by reference into this
registration statement the following documents:

         (a)  PAB's Annual Report on Form 10-KSB for the fiscal year ended
              December 31, 1997, as filed on March 31, 1998 and amended on April
              21, 1998;

         (b)  PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
              March 31, 1998, as filed on May 15, 1998;

         (c)  PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
              June 30, 1998, as filed on August 14, 1998 and as amended on
              November 6, 1998; and

         (d)  PAB's Quarterly Report on Form 10-Q for the fiscal quarter ended
              September 30, 1998, as filed on November 13, 1998;

         (e)  PAB's Current Reports on Form 8-K filed January 16, 1998, May 21,
              1998 and July 2, 1998, as amended on August 21, 1998; and

         (f)  the description of PAB's Common Stock contained in PAB's
              Registration Statement on Form 8-A/A, as filed on July 3, 1996.

     All documents filed subsequent to the date of this registration statement
by the undersigned registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "1934 Act") prior to the filing of a
post-effective amendment hereto which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters any shares of such Common
Stock then remaining unsold, shall also be deemed to be incorporated by
reference in this registration statement and to be a part hereof from their
respective dates of filing. 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 that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement contained in this registration
statement shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document which is or is 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.

                                       2
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 provisions of the Georgia Business Corporation Code and PAB's Articles
of Incorporation ("Articles") and Bylaws set forth the extent to which PAB's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities.  Under these indemnification provisions, PAB
is required to indemnify any of its directors or officers against any reasonable
expenses (including attorneys' fees) incurred by such director or officer in
defense of any action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, and whether formal or informal,
to which such director or officer was made a party, or in defense of any claim,
issue or matter therein, by reason of the fact that such director or officer is
or was a director or officer of PAB to the extent that such director or officer
has been successful, on the merits or otherwise, in such defense.  PAB also must
indemnify any person against any liability and expenses incurred in connection
with any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by PAB),
by reason of the fact that such person is or was a director or officer of PAB or
who, while a director or officer of PAB, is or was serving at PAB's request as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, if such director or officer acted in a
manner such director or officer believed in good faith to be in, or not opposed
to, the best interests of PAB, or, with respect to any criminal proceeding, had
no reasonable cause to believe such director's or officer's conduct was
unlawful, if a determination has been made that the director or officer has met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of PAB, however, is limited to reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding.  PAB may also
provide advancement of expenses incurred by a director or officer in defending
any such action, suit, or proceeding upon receipt of a written affirmation of
such officer or director that such director or officer has met certain standards
of conduct and an undertaking by or on behalf of such director or officer to
repay such advances unless it is ultimately determined that such director or
officer is entitled to indemnification by PAB.

     PAB may not indemnify a director or officer in connection with a proceeding
in which the director or officer was adjudged liable to PAB on the basis that he
improperly received a personal benefit.

     PAB's Bylaws state that PAB intends for indemnification of officers and
directors to extend to the maximum indemnification possible under Georgia law.
In addition, PAB's Articles require that PAB indemnify a director to the fullest
extent permitted by the Official Code of Georgia Annotated against any
liability, cost or expenses incurred by such director by reason of the fact that
such person is or was a director and require PAB to advance expenses incurred in
such proceedings subject to the conditions imposed by the Georgia Business
Corporation Code.

                                       3
PAB's Articles of Incorporation contain a provision which provides that, to
the fullest extent permitted by the Georgia Business Corporation Code, directors
of PAB shall not be personally liable to PAB or its shareholders for monetary
damages for breach of his duty of care or any other duty as a director.

     PAB maintains an insurance policy insuring PAB and directors and officers
of PAB against certain liabilities, including liabilities under the Securities
Act of 1933.

Item 7.    Exemption from Registration Claimed.
           ----------------------------------- 

     Not applicable.

Item 8.    Exhibits.
           -------- 

     The following exhibits are filed as part of this Registration Statement:

     Exhibit
     Number
     -------

     4.1  Articles of Incorporation, as amended

     4.2  Bylaws, as amended (restated pursuant to Rule 102(c) of Regulation 
          S-T)

     5    Opinion of Troutman Sanders LLP

     23.1 Consent of Troutman Sanders LLP (contained in opinion filed as
          Exhibit 5)

     23.2 Consent of Stewart, Fowler & Stalvey, P.C.

     24   Power of Attorney (included in the signature page of page 6 of this
          Registration Statement)

Item 9.    Undertakings.
           ------------ 

     (a)   Rule 415 offerings.  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 1933 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

                                       4
range may be reflected in the form of prospectus filed with
                     the Securities and Exchange Commission (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 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 1934
          Act that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the 1933
          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 any offering.

     (b) Filings incorporating subsequent 1934 Act documents by reference. The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 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) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 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 1933 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 1933 Act
and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of
Valdosta, Georgia, on this 19th day of March, 1999.

                                   PAB Bankshares, Inc.
                                   (Registrant)
 
                                   By:  /s/ R. Bradford Burnette
                                        -------------------------------------
                                        R. Bradford Burnette
                                        President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Bradford Burnette and C. Larry Wilkinson, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and to 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 she might or would do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or their substitutes may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the 1933 Act, this registration statement,
as amended, has been signed by the following persons in the capacities on this
15th day of March, 1999.
Signature                   Title
             ---------                   -----
/s/ James L. Dewar, Sr.         Chairman of the Board and Director
-------------------------------
    James L. Dewar, Sr.

   /s/ R. Bradford Burnette
-------------------------------     President and Director (Principal Executive
     R. Bradford Burnette           Officer
 
-------------------------------     Director
     Walter W. Carroll, II

     /s/ William S. Cowart
-------------------------------     Director
        William S. Cowart

    /s/ James L. Dewar, Jr.         Director
-------------------------------
       James L. Dewar, Jr.
 
       /s/ Tracy A. Dixon           Director
-------------------------------
         Tracy A. Dixon
6
/s/ Bill J. Jones            Director
-------------------------------
          Bill J. Jones

    /s/ Thompson Kurrie, Jr.
-------------------------------     Director
       Thompson Kurrie, Jr.

     /s/ James B. Lanier, Jr.
-------------------------------     Director
       James B. Lanier, Jr.

        /s/ Paul E. Parker
-------------------------------     Director
          Paul E. Parker

   /s/ F. Ferrell Scruggs, Sr.
-------------------------------     Director
      F. Ferrell Scruggs, Sr.

       /s/ John M. Simmons
-------------------------------     Director
          John M. Simmons
 
-------------------------------     Director
     D. Ramsay Simmons, Jr.

      /s/ Joe P. Singletary
-------------------------------     Director
        Joe P. Singletary

     /s/ C. Larry Wilkinson
-------------------------------     Executive Vice President and Director
      C. Larry Wilkinson            (Principal Financial and Accounting Officer)

                                       7
Exhibit Index
                                        
     Exhibit
     Number
     -------

     4.1    Articles of Incorporation, as amended

     4.2    Bylaws, as amended (restated pursuant to Rule 102(c) of Regulation 
            S-T)

     5      Opinion of Troutman Sanders LLP

     23.1   Consent of Troutman Sanders LLP (contained in opinion filed in
            Exhibit 5)

     23.2   Consent of Stewart, Fowler & Stalvey, P.C.

     24     Power of Attorney (included in the signature page of page 6 of this
            Registration Statement)