As filed with the Securities and Exchange Commission on June 3, 1999
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ---------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                              Quitman Bancorp, Inc.
                   ------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                              58-2365866
-------------------------------                             --------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                             100 West Screven Street
                             Quitman, Georgia 31643
                                 (912) 263-7538
                            ------------------------
                    (Address of Principal Executive Offices)

                              Quitman Bancorp, Inc.
                             1999 Stock Option Plan
                            ------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                           Malizia Spidi & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
               -------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
                                                            Proposed
   Title of                             Proposed             Maximum         Amount of
 Securities To        Amount To     Maximum Offering   Aggregate Offering   Registration
 Be Registered      Be Registered    Price Per Share          Price             Fee
 -------------      -------------    ---------------   ------------------   ------------

<S>             <C>                     <C>            <C>                 <C>
 Common Stock
$.10 par value    66,125 shares(1)        (2)            $ 644,722(2)        $179.23
===========================================================================================
</TABLE>

(1)      The maximum  number of shares of common stock issuable upon exercise of
         options granted or to be granted under the Quitman  Bancorp,  Inc. 1999
         Stock Option Plan consists of 66,125 shares which are being  registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate number of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock  splits,  stock  dividends  or  similar  transactions  are  being
         registered hereunder for which no additional fee is required.

(2)      An aggregate of 66,125  shares are being  registered  hereby,  of which
         66,121 shares are under option at a weighted  average exercise price of
         $9.75 per share  ($644,680  in the  aggregate).  The  remainder of such
         shares,  which are not  presently  subject to options (4  shares),  are
         being  registered  based upon the  average of the bid and ask prices of
         the Common  Stock of the  Registrant  as reported  on the OTC  Bulletin
         Board on June 1, 1999 of $10.53 per share ($42 in the  aggregate) for a
         total offering of $644,722.


         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the SEC.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 66,125
shares of Quitman Bancorp,  Inc. (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in  accordance  with the  Quitman  Bancorp,  Inc.  1999 Stock  Option  Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  February  10,  1998 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C.
20549.

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1) The  Company's  Registration Statement on Form SB-2 (No. 333-43063)
filed with the Commission on December 23, 1997 and amendments thereto;

         (2) The  Company's  Annual  Report on Form 10-KSB  filed for the fiscal
year ended September 30, 1998, as filed with the Commission;

         (3) The  Company's  Quarterly  Report on Form  10-QSB for the  quarters
ended  December  31, 1998 and March 31,  1999,  respectively,  as filed with the
Commission;

         (4) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of Stockholders, as filed with the Commission;

         (5) The  Company's  Definitive  Proxy  Statement  related  the  Special
Meeting of  Stockholders  held on April 13, 1999, as filed with the  Commission;
and


                                        1

<PAGE>


         (6) The Company's  Registration Statement on Form 8-A as filed with the
Commission on February 10, 1998

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
------

         Sections 14-2-850 through 14-2-859 of the Georgia  Business Corporation
Code sets forth  circumstances  under which directors,  officers,  employees and
agents may be insured or indemnified  against  liability which they may incur in
their capacities as such.

         Section 8 of the  Articles of  Incorporation  of the  Company,  require
indemnification  of directors,  officers,  employees or agents of the Company to
the full extent permissible under Georgia law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

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

         Not Applicable.

                                        2

<PAGE>


Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
            made, a post-effective amendment to this Registration Statement;

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

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the Registration Statement;

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

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

            (4) If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.


                                        3

<PAGE>


         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                        4

<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 Quitman in the State of  Georgia,  on the 2nd day of
June, 1999.

                                      QUITMAN BANCORP, INC.


                                      By:  /s/ Melvin E. Plair
                                           -------------------------------------
                                           Melvin E. Plair
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Quitman Bancorp, Inc., do
hereby  severally  constitute and appoint Melvin E. Plair as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated below which said Melvin E. Plair may deem
necessary  or  advisable  to enable  Quitman  Bancorp,  Inc.  to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in connection  with the  Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  this  Registration  Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and confirm all that said Melvin E. Plair shall do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>


<S>                                      <C>
By:   /s/Claude R. Butler                  By:  /s/ Melvin E. Plair
      ----------------------------------        -------------------------------------
      Claude R. Butler                          Melvin E. Plair
      Chairman of the Board and Director        President and Chief Executive Officer
                                                (Principal Executive Officer and
                                                Financial Officer)

Date: June 2, 1999                              Date: June 2, 1999


By:  /s/ Robert L. Cunningham, III         By:  /s/ Peggy L. Forgione
     -----------------------------------        -------------------------------------
     Robert L. Cunningham, III                  Peggy L. Forgione
     Vice Chairman and Director                 Vice President and Controller
                                                (Principal Accounting Officer)

Date: June 2, 1999                              Date: June 2, 1999

</TABLE>

<PAGE>



By:  /s/Walter B. Holwell
     -----------------------------------
     Walter B. Holwell
     Director

Date: June 2, 1999


By:  /s/John W. Romine
     -----------------------------------
     John W. Romine
     Director

Date: June 2, 1999


By:  /s/Daniel M. Mitchell, Jr.
     -----------------------------------
     Daniel M. Mitchell, Jr.
     Director

Date: June 2, 1999


<PAGE>

                                INDEX TO EXHIBITS


Exhibit          Description
-------          -----------

  4.1            Quitman Bancorp, Inc.
                 1999 Stock Option Plan

  4.2            Form of Stock Option Agreement to be entered into
                 with respect to Incentive Stock Options

  4.3            Form of Stock Option Agreement to be entered into
                 with Directors with respect to Non-Incentive Stock
                 Options

  4.4            Form of Stock Award Tax Notice

  5.1            Opinion of Malizia Spidi & Fisch, P.C. as to the
                 validity of the Common Stock being registered

 23.1            Consent of Malizia Spidi & Fisch, P.C. (appears
                 in their opinion filed as Exhibit 5.1)

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

 24              Reference is made to the Signatures section of this
                 Registration Statement for the Power of Attorney
                 contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19930}]
{"company-data": {"conformed-name": "QUITMAN BANCORP INC", "cik": "0001051850", "assigned-sic": "6035", "irs-number": "582365866", "state-of-incorporation": "GA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79893", "film-number": "99639890"}, "business-address": {"street1": "100 WEST SCREVEN STREET", "street2": "PO BOX 592", "city": "QUITMAN", "state": "GA", "zip": "31643-0592", "phone": "9122637538"}, "mail-address": {"street1": "100 WEST SCREVEN STREET", "street2": "PO BOX 592", "city": "QUITMAN", "state": "GA", "zip": "31643"}}
As filed with the Securities and Exchange Commission on June 3, 1999
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ---------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                              Quitman Bancorp, Inc.
                   ------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                              58-2365866
-------------------------------                             --------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                             100 West Screven Street
                             Quitman, Georgia 31643
                                 (912) 263-7538
                            ------------------------
                    (Address of Principal Executive Offices)

                              Quitman Bancorp, Inc.
                             1999 Stock Option Plan
                            ------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                           Malizia Spidi & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
               -------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
===========================================================================================
                                                            Proposed
   Title of                             Proposed             Maximum         Amount of
 Securities To        Amount To     Maximum Offering   Aggregate Offering   Registration
 Be Registered      Be Registered    Price Per Share          Price             Fee
 -------------      -------------    ---------------   ------------------   ------------
Common Stock
$.10 par value    66,125 shares(1)        (2)            $ 644,722(2)        $179.23
===========================================================================================
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options granted or to be granted under the Quitman  Bancorp,  Inc. 1999
         Stock Option Plan consists of 66,125 shares which are being  registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate number of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock  splits,  stock  dividends  or  similar  transactions  are  being
         registered hereunder for which no additional fee is required.

(2)      An aggregate of 66,125  shares are being  registered  hereby,  of which
         66,121 shares are under option at a weighted  average exercise price of
         $9.75 per share  ($644,680  in the  aggregate).  The  remainder of such
         shares,  which are not  presently  subject to options (4  shares),  are
         being  registered  based upon the  average of the bid and ask prices of
         the Common  Stock of the  Registrant  as reported  on the OTC  Bulletin
         Board on June 1, 1999 of $10.53 per share ($42 in the  aggregate) for a
         total offering of $644,722.

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the SEC.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 66,125
shares of Quitman Bancorp,  Inc. (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiaries as compensation for services
in  accordance  with the  Quitman  Bancorp,  Inc.  1999 Stock  Option  Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  February  10,  1998 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C.
20549.

         The following  documents filed by the Company are  incorporated in this
Registration   Statement  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1) The  Company's  Registration Statement on Form SB-2 (No. 333-43063)
filed with the Commission on December 23, 1997 and amendments thereto;

         (2) The  Company's  Annual  Report on Form 10-KSB  filed for the fiscal
year ended September 30, 1998, as filed with the Commission;

         (3) The  Company's  Quarterly  Report on Form  10-QSB for the  quarters
ended  December  31, 1998 and March 31,  1999,  respectively,  as filed with the
Commission;

         (4) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of Stockholders, as filed with the Commission;

         (5) The  Company's  Definitive  Proxy  Statement  related  the  Special
Meeting of  Stockholders  held on April 13, 1999, as filed with the  Commission;
and

                                        1
(6) The Company's  Registration Statement on Form 8-A as filed with the
Commission on February 10, 1998

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the  termination of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
------

         Sections 14-2-850 through 14-2-859 of the Georgia  Business Corporation
Code sets forth  circumstances  under which directors,  officers,  employees and
agents may be insured or indemnified  against  liability which they may incur in
their capacities as such.

         Section 8 of the  Articles of  Incorporation  of the  Company,  require
indemnification  of directors,  officers,  employees or agents of the Company to
the full extent permissible under Georgia law.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Articles of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

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

         Not Applicable.

                                        2
Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
            made, a post-effective amendment to this Registration Statement;

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

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the Registration Statement;

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

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

            (4) If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

                                        3
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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  Securities  and
Exchange  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  expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                        4
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 Quitman in the State of  Georgia,  on the 2nd day of
June, 1999.

                                      QUITMAN BANCORP, INC.

                                      By:  /s/ Melvin E. Plair
                                           -------------------------------------
                                           Melvin E. Plair
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Quitman Bancorp, Inc., do
hereby  severally  constitute and appoint Melvin E. Plair as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated below which said Melvin E. Plair may deem
necessary  or  advisable  to enable  Quitman  Bancorp,  Inc.  to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission in connection  with the  Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of us in our names in the
capacities  indicated  below,  this  Registration  Statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and confirm all that said Melvin E. Plair shall do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.
By:   /s/Claude R. Butler                  By:  /s/ Melvin E. Plair
      ----------------------------------        -------------------------------------
      Claude R. Butler                          Melvin E. Plair
      Chairman of the Board and Director        President and Chief Executive Officer
                                                (Principal Executive Officer and
                                                Financial Officer)

Date: June 2, 1999                              Date: June 2, 1999

By:  /s/ Robert L. Cunningham, III         By:  /s/ Peggy L. Forgione
     -----------------------------------        -------------------------------------
     Robert L. Cunningham, III                  Peggy L. Forgione
     Vice Chairman and Director                 Vice President and Controller
                                                (Principal Accounting Officer)

Date: June 2, 1999                              Date: June 2, 1999
By:  /s/Walter B. Holwell
     -----------------------------------
     Walter B. Holwell
     Director

Date: June 2, 1999

By:  /s/John W. Romine
     -----------------------------------
     John W. Romine
     Director

Date: June 2, 1999

By:  /s/Daniel M. Mitchell, Jr.
     -----------------------------------
     Daniel M. Mitchell, Jr.
     Director

Date: June 2, 1999
INDEX TO EXHIBITS

Exhibit          Description
-------          -----------

  4.1            Quitman Bancorp, Inc.
                 1999 Stock Option Plan

  4.2            Form of Stock Option Agreement to be entered into
                 with respect to Incentive Stock Options

  4.3            Form of Stock Option Agreement to be entered into
                 with Directors with respect to Non-Incentive Stock
                 Options

  4.4            Form of Stock Award Tax Notice

  5.1            Opinion of Malizia Spidi & Fisch, P.C. as to the
                 validity of the Common Stock being registered

 23.1            Consent of Malizia Spidi & Fisch, P.C. (appears
                 in their opinion filed as Exhibit 5.1)

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

 24              Reference is made to the Signatures section of this
                 Registration Statement for the Power of Attorney
                 contained therein