Registration Statement No.  333-     


                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549
                              _______________

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


                         FIRST BANKSHARES, INC.
        (Exact name of registrant as specified in its charter)

Georgia                                 58-2094754          
State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)          Identification Number)

                         2833 Main Street
                     East Point, Georgia  30344
              (Address of Principal executive offices)


            First Bankshares, Inc. 1995 Stock Option Plan       
                       (Full Title of the Plan)


                     R. Elliott Miller, President
                        First Bankshares, Inc.
                           2833 Main Street
                      East Point, Georgia, 30344
                            (404) 768-9305
      (Name, address, and telephone number of agent for service)

                    ______________________________

                           Copies Requested to:

                            Glenn W. Sturm, Esq.
                Nelson Mullins Riley & Scarborough, L.L.P.
                        1201 Peachtree Street, N.E.
                       400 Colony Square, Suite 2200
                           Atlanta, Georgia  30361
                              (404) 817-6106
                            (404) 817-6050 (Fax)
                    ______________________________<PAGE>
                      CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed       
Title of                           Maximum        Maximum        
Securities          Amount         Offering       Aggregate      Amount of
to be               to be          Price Per      Offering       Registration
Registered          Registered     Share (1)      Price (1)      Fee

Common Stock   
par value           160,000
$1.00 per share     Shares         $16.00         $2,560,000     $776

(1)  There is a limited trading market for the Common Stock.  This estimation
is solely for the purpose of calculating the registration fee pursuant to Rule
457(c) and (h) and based upon the average of the bid and ask prices of the
Registrant's Common Stock on the Nasdaq SmallCap Market on November 29, 1996,
the last trade date within five business days of the filing date of this
Registration Statement.
<PAGE>
                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

The documents listed below are hereby incorporated by reference into this
registration statement ("Registration Statement"), and all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents:

     (a)  the Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1995, as filed with the Securities and Exchange
          Commission;

     (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the Form 10-
          KSB referred to in (a) above; and

     (c)  the description of the Company's Common Stock on page 2 of the
          Company's Registration Statement on Form 8-A which description is
          incorporated by reference to "Description of Common Stock" on pages
          50-51 of the Company's Registration Statement on Form S-4 (No. 33-
          80598) filed with the Securities and Exchange Commission.

Item 4.  Description of Securities.

No response is required to this item.

Item 5.   Interests of Named Experts and Counsel.

No response is required to this item.

Item 6.   Indemnification of Directors and Officers.

As permitted under Georgia law, the Company's Articles of Incorporation release
the directors from personal liability for monetary damages for breach of the
duty of care or other duty as a director to the Company and its shareholders. 
However, the elimination of a director's personal liability shall not be
applied to: (a) any appropriation, in violation of his or her duties, of any
business opportunity of the Company; (b) acts or omissions which involve
intentional misconduct or knowing violation of law; (c) any transaction from
which the director received an improper personal benefit; or (d) unlawful
corporate distributions.

Article Nine of the Company's Bylaws provides that the Company may indemnify
directors, officers, employees, and agents of the Company against reasonable
expenses actually incurred in connection with any action, suit or proceeding,
civil or criminal, to which such person  was made a party by reason of the fact
that he is or was serving at the request of the Company.  However, no person
shall be indemnified in connection with any matter for which he shall finally
be adjudged to have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of his duties to the Company, or
with respect to any matter which has been the subject of a compromise
settlement, except with the approval of (i) a court of competent jurisdiction,
(ii) the holders of record of a majority of the outstanding shares of capital
stock of the Company, or (iii) a majority of the members of the board of
directors then holding office, excluding the votes of any directors who are
parties to the same or substantially the same action, suit or proceeding.

Expenses incurred in defending any action referred to above may be paid by the
Company in advance of the final disposition of such action as authorized by the
board of directors in the specific case upon receipt of an undertaking by the
indemnitee to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Company.

In addition to the indemnification provisions discussed above, the Company may
indemnify its officers and directors to the extent permitted by the Georgia
Business Corporation Code, as such laws may be amended from time to time.  

Item 7.   Exemption from Registration Claimed.

Not Applicable

Item 8.   Exhibits.

The following exhibits are filed with this Registration Statement.

     Exhibit 
     Number    Description of Exhibit

      4    -   Articles of Incorporation of the Company (incorporated by
               reference to Exhibit 3.1 of the Company's Registration Statement
               on Form S-4 (File No. 33-80598)).

      4.1  -   Bylaws of the Company (incorporated by reference to Exhibit 3.2
               of the Company's Registration Statement on Form S-4 (File No.
               33-80598)).

      4.2  -   First Bankshares, Inc. 1995 Stock Option Plan.

      5.1  -   Legal opinion of Nelson, Mullins, Riley & Scarborough, L.L.P.

     23.1  -   Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
               (contained in their opinion filed as Exhibit 5.1).

     24    -   Power of Attorney contained on the signature pages of this
               Registration Statement.

Item 9.   Undertakings.

     (a)  The Company hereby undertakes:

          (1)  To file, during any period in which it offers or sales
               securities, a post-effective amendment to this Registration
               Statement to include any additional or changed material
               information on the plan of distribution;
     
          (2)  That, for the purpose of determining liability under the
               Securities Act, the Company will treat each post-effective
               amendment as a new registration statement of the securities
               offered, and the offering of the securities at that time to be
               the initial bona fide offering;

          (3)  To file a post-effective amendment to remove from registration
               any of the securities that remain unsold at the end of the
               offering.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and
          controlling persons of the Company pursuant to the foregoing
          provisions, or otherwise, the Company has been advised that in the
          opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a director,
          officer or controlling person of the Company 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 Company will, unless in the opinion
          of its counsel the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as expressed in
          the Securities Act and will be governed by the final adjudication of
          such issue.<PAGE>
                                     SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of East Point, State of Georgia, on this 2nd day of
December, 1996.


                              FIRST BANKSHARES, INC.


                              By:  /s/ R. Elliott Miller           
                                   R. Elliott Miller
                                   President and Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints R. Elliott Miller, for him in his name, place
and stead, in any and all capacities, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, 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 the attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on December 2, 1996.


           Signature                    Title


/s/ R. Elliott Miller              President, Chief Executive Officer,
R. Elliott Miller                  and Director


/s/ Geraldine R. Hall              Principal Accounting and Financial Geraldine
R. Hall                            Officer


/s/ Ray E. Hannah                  Director
Ray E. Hannah


/s/ Conrad M. Waller               Director
Conrad M. Waller


                                   Director
Richard W. Cheely


                                   Director
James A. Eidson


/s/ James L. Lynn                  Director
James L. Lynn


 /s/ Cannis E. McLain              Director
Cannis E. McLain


                                   Director
Richard G. Stilley


                                   Director
Hugh Thompson, M.D.

<PAGE>
                               EXHIBIT INDEX

Exhibit                                                          Sequential
Number    Exhibit                                                Page No.

4         Articles of Incorporation of the Company (incorporated by
          reference to Exhibit 3.1 of the Company's Registration
          Statement on Form S-4 (File No. 33-80598)).

4.1       Bylaws of the Company (incorporated by reference to Exhibit
          3.2 of the Company's Registration Statement on Form S-4
          (File No. 33-80598)).

4.2       First Bankshares, Inc. 1995 Stock Option Plan.

5.1       Legal opinion of Nelson, Mullins, Riley & Scarborough,
          L.L.P.

23.1      Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
          (contained in their opinion filed as Exhibit 5.1).

24        Power of Attorney contained on the signature pages of this
          Registration Statement.<PAGE>
PROSPECTUS








                              FIRST BANKSHARES, INC.

               FIRST BANKSHARES, INC. 1995 STOCK OPTION PLAN

                              ______________________



     No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering made hereby, and if given or made, such other information or
representations must not be relied upon as having been authorized by the
Company.  Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.  This Prospectus
does not constitute an offer to sell securities in any jurisdiction to any
person to whom it would be unlawful to make such an offer in such jurisdiction.


                              ______________________


          THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
              THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                    THE DATE OF THIS PROSPECTUS IS DECEMBER 2, 1996.
<PAGE>
     This Prospectus provides information concerning options and rights granted
under the First Bankshares, Inc. 1995 Stock Option Plan (the "Plan").  The
information is qualified in its entirety by the text of the Plan (including any
and all amendments through the date of this Prospectus), a copy of which is
attached hereto and incorporated herein by reference.  

INTRODUCTION

     Principal Office and Telephone Number.  The principal executive office of
First Bankshares, Inc. (the "Company") is 2833 Main Street, East Point,
Georgia, 30344.  The Company's telephone number is (404) 768-9305.

     The Plan.  A total of 160,000 shares of the Company's common stock, par
value $1.00 per share, have been reserved for issuance upon the exercise of
options under the Plan.  The Plan is not subject to any provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code").

     The general purpose of the Plan is to promote the growth and profitability
of the Company and its subsidiaries by providing Plan participants with an
opportunity to acquire or increase their proprietary interests in the Company
and to encourage their continued association with or service to the Company.

     Under the Plan, the Company may grant incentive stock options, non-
incentive stock options, or restricted stock.  Options allow optionees to
benefit from appreciation, if any, in the market price of the Company's common
stock after the date of grant.  No capital investment is required until the
optionee exercises the option and purchases the underlying stock.  At such
time, the optionee must tender the exercise price (i.e. exercise his option)
and receive the Company's common stock in exchange.

     If you are granted an option under the Plan, you will receive an option
agreement specifying the terms of your option, such as the number of shares of
common stock you can purchase, the price per share, when you can exercise the
option, and when your option expires.  If you are granted restricted stock
under the Plan, you will receive a restriction agreement specifying any
restrictions, terms, or conditions applicable to your restricted stock.  The
terms of each option and restriction agreement will be determined by a
committee (the "Committee") of the Company's Board of Directors (the "Board"),
in the Committee's sole discretion.  The Committee will consist of at least two
directors appointed by the Board.  In administering the Plan, the Committee's
actions and determinations shall be binding on all interested parties.

ELIGIBILITY FOR PARTICIPATION IN THE PLAN

     The class of persons eligible to participate in the Plan consists of all
persons the Committee determines to be in the best interests of the Company
which includes, but is not limited to, all directors and employees of the
Company or any subsidiary.  However, only employees of the Company or its
subsidiaries shall be eligible to receive incentive stock options.  

TYPES OF OPTIONS AND AWARDS UNDER THE PLANS

     Options.  Under the Plan, the Committee may grant either incentive stock
options or non-incentive stock options.  Within the limitations provided in the
Plan, both types of options may be granted to the same person at the same time,
or at different times, and under different terms and conditions.

     Awards of Restricted Stock.  Under the Plan, the Committee may also grant
awards of restricted stock pursuant to such restrictions, terms, and conditions
as the Committee may determine.  The Committee may, in its discretion,
determine that the payment of any dividends declared or paid on restricted
stock shall be (i) deferred until the lapsing of the relevant restrictions and
(ii) held by the Company for the account of the grantee until such lapsing.  In
the event of such deferral, the Company will credit at the end of each year
interest on the amount of the account at the beginning of the year at a rate
per annum determined by the Committee.  The Company will pay deferred
dividends, with interest, upon the lapsing of restrictions imposed on such
restricted stock, and any dividends deferred (together with any interest
thereon) in respect of restricted stock will be forfeited upon any forfeiture
of such restricted stock.

OPTION EXERCISE PRICE

     Your option agreement specifies the exercise price of your option, which
is the price per share you must pay for the Company's common stock when
exercising an option.  The option exercise price of an incentive stock option
may not be less than 100%, and the exercise price of a non-incentive stock
option may not be less than 80%, of the fair market value of the Company's
common stock on the date of grant.

EXERCISE PERIOD OF THE OPTION

     The Committee determines the terms of options, and your option agreement
gives the date on which your option becomes exercisable and when it terminates. 
No incentive stock option may be exercised after ten years from the date of
grant and no incentive stock option granted to any person owning more than 10%
of the total combined voting power of all Company common stock at the date of
grant may be exercised more than five years after the date of grant. 
Additionally, no option granted to an "insider" under Section 16(b) of the
Securities Exchange Act of 1934 shall be exercisable prior to the expiration of
six months from the date of grant, other than in the case of death or
disability.  The Committee may provide, however, that a particular option will
terminate in a fixed amount of time.

EXERCISE OF AN OPTION AND PAYMENT OF THE EXERCISE PRICE

     You may exercise an option granted under the Plan by (i) delivering to the
Company at its principal office a written notice of exercise with respect to a
specified number of shares of stock and (ii) making payment to the Company of
the full amount of the exercise price for such number of shares.  The Committee
may prescribe in any stock option agreement other terms and conditions relating
to the exercise of an option, including a requirement that your option may be
exercised only in accordance with a vesting schedule during the term of the
option.

     The exercise price is to be paid in full in cash upon the exercise of the
option and the Company may postpone delivery of certificates for the shares
purchased until such payment has been made.  The exercise price may also be
paid by surrendering shares of Company common stock you own which have a fair
market value on the date of exercise equal to the exercise price, or by
authorizing the Company to withhold shares of stock otherwise issuable upon
exercise of your option.  The Board may provide in a stock option agreement or
may otherwise determine in its sole discretion at the time of exercise that, in
lieu of cash or shares, all or a portion of the exercise price may be paid by
the execution of a recourse note equal to the exercise price or relevant
portion thereof, subject to compliance with applicable state and federal laws,
rules and regulations.

     In addition to and at the time of payment of the exercise price, the
optionee must pay to the Company in cash the full amount of any federal, state,
and local income, employment, or other withholding taxes applicable to the
taxable income of such optionee resulting from such exercise, except that the
Committee has the discretion to provide in any stock option agreement that tax
obligations owed as a result of such exercise may be paid by tendering to the
Company shares of stock duly endorsed for transfer and owned by the optionee,
or by authorization to the Company to withhold shares of stock otherwise
issuable upon exercise of the option.  

     With respect to options granted to a particular optionee, the Committee
may specify the effect upon such optionee's right to exercise an option of such
optionee's termination of service under various circumstances.  The Committee
may provide for, among other things, immediate or deferred termination of an
optionee's rights under an option, or acceleration of the date at which an
option may be exercised in full.

EMPLOYMENT OR SHAREHOLDER RIGHTS

     Nothing in the Plan or in any stock option agreement shall confer on any
person any right to continue in the employ of the Company or any of its
subsidiaries, or shall interfere in any way with the right of the Company or
any of its subsidiaries to terminate such person's employment at any time.

     The grant of an option does not give you any rights of a shareholder of
the Company regarding the shares of common stock underlying your option until
you exercise your option and purchase Company common stock.  With regard to
awards of restricted stock, unless the Committee determines otherwise and as
set forth in your restriction agreement, once all restrictions have lapsed and
the shares of restricted stock are delivered, you will have all of the rights
of a shareholder with respect to such shares, including the right to vote the
shares and to receive all dividends or other distributions paid or made with
respect to such shares.

<PAGE>
SALE OR TRANSFER OF OPTIONS

     In general, you cannot transfer any incentive stock option granted under
the Plan, except by will or the laws of descent and distribution and no option
may be transferred by an "insider" under Section 16 except by will or the laws
of descent and distribution or pursuant to a qualified domestics relation
order.  Your option or restriction agreement may contain other restrictions on
transfer.

SALE OF SHARES AFTER EXERCISING AN OPTION

     Generally Freely Transferable.  In general, unless you are an affiliate of
the Company, shares you acquire by exercising an option under the Plan can be
resold without restrictions.

     Certain Exceptions.  Employees who are affiliates of the Company
(generally speaking, executive officers and directors of the Company) who
exercise options should generally resell the shares so acquired pursuant to
Rule 144 under the Securities Act of 1933 without, however, being subject to
the holding period requirement of Rule 144(d).  In addition, directors and
executive officers of the Company must comply with the "short swing" trading
provisions of Section 16(b) of the Securities Exchange Act of 1934.

EFFECT OF A STOCK SPLIT OR MERGER

     In the event of a change in the outstanding shares of the Company's common
stock by reason of, among other things, a stock dividend or a stock split, the
aggregate number and kind of shares of stock for which options may be granted
and the rights of optionees and holders of restricted stock will be adjusted
proportionately by the Committee.

     If the Company is a party to a merger or other reorganization in which it
does not survive, the Committee may declare that all options granted under the
Plan will become exercisable immediately, notwithstanding option agreement
provisions regarding exercisability.  The Committee may also provide, among
other things, that all restrictions pertaining to restricted stock will
immediately lapse.  Finally, the Committee may notify all optionees and
restricted stock owners that options and restricted stock will be assumed by
the successor corporation or substituted on an equitable basis with options or
restricted stock issued by such successor corporation.

FEDERAL INCOME TAX CONSEQUENCES

     The following discussion of the federal income tax consequences of the
Plan is a summary of applicable federal income tax law.  State and local tax
consequences may differ.  Because the federal income tax rules governing
options are complex and subject to frequent change, participants are advised to
consult their tax advisors prior to exercise of options or dispositions of
stock acquired pursuant to an option exercise.  In addition, the following
discussion is limited to the United States federal income tax laws applicable
to optionees who are both citizens and residents of the United States.  The
United States federal income tax treatment of options granted to other
optionees may differ.  The tax laws of other countries may provide for
different tax consequences to optionees who are subject to such laws.

     Generally.  Incentive stock options and non-incentive stock options are
treated differently for federal income tax purposes.  Incentive stock options
are intended to comply with the requirements of Section 422 of the Internal
Revenue Code.  Non-incentive stock options need not comply with such
requirements.  An incentive stock option provides favorable tax treatment for
an optionee under the Internal Revenue Code.  

     Incentive Stock Options.  A participant is not taxed on the grant or
exercise of an incentive stock option.  However, the difference between the
fair market value of the shares on the exercise date and the exercise price
will be a preference item for purposes of the alternative minimum tax.  If a
participant holds the shares acquired upon exercise of an incentive stock
option for at least two years following the date of grant and at least one year
following exercise, the participant's gain, if any, by a subsequent disposition
of such shares will be treated as long term capital gain for federal income tax
purposes.  The measure of the gain is the difference between the proceeds
received on disposition and the participant's basis in the shares (which
generally equals the exercise price).  If the participant disposes of stock
acquired pursuant to exercise of an incentive stock option before satisfying
the one and two year holding periods described above, the participant will
recognize both ordinary income and capital gain in the year of disposition. 
The amount of the ordinary income will be the lesser of (i) the amount realized
on disposition less the participant's adjusted basis in the stock (usually the
option exercise price) or (ii) the difference between the fair market value of
the stock on the exercise date and the option price.  The balance of the
consideration received on such disposition will be long term capital gain if
the stock had been held for at least one year following exercise of the
incentive stock option.  The Company is not entitled to an income tax deduction
on the grant or the exercise of an incentive stock option or on the
participant's disposition of the shares after satisfying the holding period
requirement described above.  If the holding periods are not satisfied, the
Company will be entitled to an income tax deduction in the year the participant
disposes of the shares, in an amount equal to the ordinary income recognized by
the participant.

     Non-Incentive Stock Options.  A participant is not taxed on the grant of a
non-incentive stock option.  Upon exercise, however, the participant recognizes
ordinary income equal to the difference between the option exercise price and
the fair market value of the shares on the date of the exercise.  The Company
is entitled to an income tax deduction in the year of exercise in the amount
recognized by the participant as ordinary income.  Any gain on subsequent
disposition of the shares is long term capital gain if the shares are held for
at least one year following exercise.  The Company does not receive an income
tax deduction for this gain.

     Alternative Minimum Tax.  The difference between the option exercise price
of an incentive stock option and the fair market value of the shares on the
date of exercise is an adjustment to income for purposes of the alternative
minimum tax.  For tax years beginning after December 31, 1992, the maximum
alternative minimum tax (imposed to the extent it exceeds the taxpayer's
regular tax) is generally 28% of an individual taxpayer's alternative minimum
taxable income.  You are strongly urged to consult your tax advisor with
respect to all issues concerning alternative minimum tax.

     If You Use Company Stock to Pay the Option Exercise Price.  Under the
Plan, if you pay the option exercise price by tendering stock of the Company
and you receive back a larger number of shares than tendered, you will realize
taxable income in an amount equal to the fair market value of the additional
shares received on the date of exercise, less any cash paid in addition to the
shares tendered.  Upon a subsequent sale of the stock, the number of shares
equal to the number delivered as payment of the option exercise price will have
a tax basis equal to that of the shares originally tendered.  The additional
newly-acquired shares obtained upon exercise of the option will have a tax
basis equal to the fair market value of such shares on the date of exercise.

     Tax Withholding.  Since the amount you realize upon the exercise of a non-
incentive stock option will be treated as compensation, it will be subject to
applicable withholding of federal, state and local income taxes and social
security taxes.  You must pay the Company in cash the full amount of any taxes
applicable to the taxable income resulting from such exercise.  However, an
option agreement may, in the Committee's discretion, provide that you may pay
these tax obligations by tendering shares of the Company's stock which you own. 
Alternatively, if the option agreement so provides, you may authorize the
Company to withhold shares otherwise issuable upon exercise of the option to
pay any taxes due.

     Generally, the exercise of an incentive stock option will not be treated
as compensation (but see "Alternative Minimum Tax" above) and will not be
subject to applicable withholding of federal, state and local income taxes and
social security taxes.

     State and Local Taxes.  An exercise of an option may also be subject to
state and local taxation, which varies from location to location.

CERTAIN INVESTMENT CONSIDERATIONS.

     The market price of the Company's common stock may vary widely.  For this
reason, the stock you acquire by exercise of options under the Plan may
decrease or increase in value.

AMENDMENT OR MODIFICATION OF THE PLAN

     The Plan may be amended at any time and from time to time by the Board. 
The Board may not, however, amend the Plan (without shareholder approval within
a year of the amendment) if such amendment would (i) increase the number of
common shares issuable pursuant to incentive stock options under the Plan or
materially increase the number of shares subject to the Plan, (ii) change the
class of employees eligible to receive incentive stock options that may
participate in the Plan or materially change the class of persons that may
participate in the Plan, or (iii) materially increase the benefits accruing to
Plan participants.

DOCUMENTS INCORPORATED BY REFERENCE.

     The Company has incorporated by reference into this Prospectus the
following documents:  (i) the Company's most recent Annual Report on Form 10-
KSB; and (ii) all other subsequent reports filed by the Company with the
Securities and Exchange Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (such as Quarterly Reports on Form 10-QSB or Current
Reports on Form 8-K).

     The Company will deliver without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any of the recent reports, proxy statements, and other communications
distributed to the Company's shareholders generally, together with any or all
of the information that is incorporated by reference in this Prospectus (other
than exhibits to such information unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).

     Requests for any of the documents described under this caption or
additional information regarding the Plan or the administrators of the Plan
should be directed in writing or by telephone to First Bankshares, Inc., 2833
Main Street, East Point, Georgia, 30344.  The Company's telephone number is
(404) 768-9305.
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Registration Statement No.  333-     

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549
                              _______________

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

                         FIRST BANKSHARES, INC.
        (Exact name of registrant as specified in its charter)

Georgia                                 58-2094754          
State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)          Identification Number)

                         2833 Main Street
                     East Point, Georgia  30344
              (Address of Principal executive offices)

            First Bankshares, Inc. 1995 Stock Option Plan       
                       (Full Title of the Plan)

                     R. Elliott Miller, President
                        First Bankshares, Inc.
                           2833 Main Street
                      East Point, Georgia, 30344
                            (404) 768-9305
      (Name, address, and telephone number of agent for service)

                    ______________________________

                           Copies Requested to:

                            Glenn W. Sturm, Esq.
                Nelson Mullins Riley & Scarborough, L.L.P.
                        1201 Peachtree Street, N.E.
                       400 Colony Square, Suite 2200
                           Atlanta, Georgia  30361
                              (404) 817-6106
                            (404) 817-6050 (Fax)
                    ______________________________
CALCULATION OF REGISTRATION FEE

                                   Proposed       Proposed       
Title of                           Maximum        Maximum        
Securities          Amount         Offering       Aggregate      Amount of
to be               to be          Price Per      Offering       Registration
Registered          Registered     Share (1)      Price (1)      Fee

Common Stock   
par value           160,000
$1.00 per share     Shares         $16.00         $2,560,000     $776

(1)  There is a limited trading market for the Common Stock.  This estimation
is solely for the purpose of calculating the registration fee pursuant to Rule
457(c) and (h) and based upon the average of the bid and ask prices of the
Registrant's Common Stock on the Nasdaq SmallCap Market on November 29, 1996,
the last trade date within five business days of the filing date of this
Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed below are hereby incorporated by reference into this
registration statement ("Registration Statement"), and all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents:

     (a)  the Company's Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1995, as filed with the Securities and Exchange
          Commission;

     (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the Form 10-
          KSB referred to in (a) above; and

     (c)  the description of the Company's Common Stock on page 2 of the
          Company's Registration Statement on Form 8-A which description is
          incorporated by reference to "Description of Common Stock" on pages
          50-51 of the Company's Registration Statement on Form S-4 (No. 33-
          80598) filed with the Securities and Exchange Commission.

Item 4.  Description of Securities.

No response is required to this item.

Item 5.   Interests of Named Experts and Counsel.

No response is required to this item.

Item 6.   Indemnification of Directors and Officers.

As permitted under Georgia law, the Company's Articles of Incorporation release
the directors from personal liability for monetary damages for breach of the
duty of care or other duty as a director to the Company and its shareholders. 
However, the elimination of a director's personal liability shall not be
applied to: (a) any appropriation, in violation of his or her duties, of any
business opportunity of the Company; (b) acts or omissions which involve
intentional misconduct or knowing violation of law; (c) any transaction from
which the director received an improper personal benefit; or (d) unlawful
corporate distributions.

Article Nine of the Company's Bylaws provides that the Company may indemnify
directors, officers, employees, and agents of the Company against reasonable
expenses actually incurred in connection with any action, suit or proceeding,
civil or criminal, to which such person  was made a party by reason of the fact
that he is or was serving at the request of the Company.  However, no person
shall be indemnified in connection with any matter for which he shall finally
be adjudged to have been guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of his duties to the Company, or
with respect to any matter which has been the subject of a compromise
settlement, except with the approval of (i) a court of competent jurisdiction,
(ii) the holders of record of a majority of the outstanding shares of capital
stock of the Company, or (iii) a majority of the members of the board of
directors then holding office, excluding the votes of any directors who are
parties to the same or substantially the same action, suit or proceeding.

Expenses incurred in defending any action referred to above may be paid by the
Company in advance of the final disposition of such action as authorized by the
board of directors in the specific case upon receipt of an undertaking by the
indemnitee to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Company.

In addition to the indemnification provisions discussed above, the Company may
indemnify its officers and directors to the extent permitted by the Georgia
Business Corporation Code, as such laws may be amended from time to time.  

Item 7.   Exemption from Registration Claimed.

Not Applicable

Item 8.   Exhibits.

The following exhibits are filed with this Registration Statement.

     Exhibit 
     Number    Description of Exhibit

      4    -   Articles of Incorporation of the Company (incorporated by
               reference to Exhibit 3.1 of the Company's Registration Statement
               on Form S-4 (File No. 33-80598)).

      4.1  -   Bylaws of the Company (incorporated by reference to Exhibit 3.2
               of the Company's Registration Statement on Form S-4 (File No.
               33-80598)).

      4.2  -   First Bankshares, Inc. 1995 Stock Option Plan.

      5.1  -   Legal opinion of Nelson, Mullins, Riley & Scarborough, L.L.P.

     23.1  -   Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
               (contained in their opinion filed as Exhibit 5.1).

     24    -   Power of Attorney contained on the signature pages of this
               Registration Statement.

Item 9.   Undertakings.

     (a)  The Company hereby undertakes:

          (1)  To file, during any period in which it offers or sales
               securities, a post-effective amendment to this Registration
               Statement to include any additional or changed material
               information on the plan of distribution;
     
          (2)  That, for the purpose of determining liability under the
               Securities Act, the Company will treat each post-effective
               amendment as a new registration statement of the securities
               offered, and the offering of the securities at that time to be
               the initial bona fide offering;

          (3)  To file a post-effective amendment to remove from registration
               any of the securities that remain unsold at the end of the
               offering.

     (b)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and
          controlling persons of the Company pursuant to the foregoing
          provisions, or otherwise, the Company has been advised that in the
          opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a director,
          officer or controlling person of the Company 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 Company will, unless in the opinion
          of its counsel the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as expressed in
          the Securities Act and will be governed by the final adjudication of
          such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of East Point, State of Georgia, on this 2nd day of
December, 1996.

                              FIRST BANKSHARES, INC.

                              By:  /s/ R. Elliott Miller           
                                   R. Elliott Miller
                                   President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints R. Elliott Miller, for him in his name, place
and stead, in any and all capacities, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, 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 the attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on December 2, 1996.

           Signature                    Title

/s/ R. Elliott Miller              President, Chief Executive Officer,
R. Elliott Miller                  and Director

/s/ Geraldine R. Hall              Principal Accounting and Financial Geraldine
R. Hall                            Officer

/s/ Ray E. Hannah                  Director
Ray E. Hannah

/s/ Conrad M. Waller               Director
Conrad M. Waller

                                   Director
Richard W. Cheely

                                   Director
James A. Eidson

/s/ James L. Lynn                  Director
James L. Lynn

 /s/ Cannis E. McLain              Director
Cannis E. McLain

                                   Director
Richard G. Stilley

                                   Director
Hugh Thompson, M.D.
EXHIBIT INDEX

Exhibit                                                          Sequential
Number    Exhibit                                                Page No.

4         Articles of Incorporation of the Company (incorporated by
          reference to Exhibit 3.1 of the Company's Registration
          Statement on Form S-4 (File No. 33-80598)).

4.1       Bylaws of the Company (incorporated by reference to Exhibit
          3.2 of the Company's Registration Statement on Form S-4
          (File No. 33-80598)).

4.2       First Bankshares, Inc. 1995 Stock Option Plan.

5.1       Legal opinion of Nelson, Mullins, Riley & Scarborough,
          L.L.P.

23.1      Consent of Nelson, Mullins, Riley & Scarborough, L.L.P.
          (contained in their opinion filed as Exhibit 5.1).

24        Power of Attorney contained on the signature pages of this
          Registration Statement.
PROSPECTUS

                              FIRST BANKSHARES, INC.

               FIRST BANKSHARES, INC. 1995 STOCK OPTION PLAN

                              ______________________

     No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering made hereby, and if given or made, such other information or
representations must not be relied upon as having been authorized by the
Company.  Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.  This Prospectus
does not constitute an offer to sell securities in any jurisdiction to any
person to whom it would be unlawful to make such an offer in such jurisdiction.

                              ______________________

          THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
              THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                    THE DATE OF THIS PROSPECTUS IS DECEMBER 2, 1996.
This Prospectus provides information concerning options and rights granted
under the First Bankshares, Inc. 1995 Stock Option Plan (the "Plan").  The
information is qualified in its entirety by the text of the Plan (including any
and all amendments through the date of this Prospectus), a copy of which is
attached hereto and incorporated herein by reference.  

INTRODUCTION

     Principal Office and Telephone Number.  The principal executive office of
First Bankshares, Inc. (the "Company") is 2833 Main Street, East Point,
Georgia, 30344.  The Company's telephone number is (404) 768-9305.

     The Plan.  A total of 160,000 shares of the Company's common stock, par
value $1.00 per share, have been reserved for issuance upon the exercise of
options under the Plan.  The Plan is not subject to any provisions of the
Employee Retirement Income Security Act of 1974 and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code").

     The general purpose of the Plan is to promote the growth and profitability
of the Company and its subsidiaries by providing Plan participants with an
opportunity to acquire or increase their proprietary interests in the Company
and to encourage their continued association with or service to the Company.

     Under the Plan, the Company may grant incentive stock options, non-
incentive stock options, or restricted stock.  Options allow optionees to
benefit from appreciation, if any, in the market price of the Company's common
stock after the date of grant.  No capital investment is required until the
optionee exercises the option and purchases the underlying stock.  At such
time, the optionee must tender the exercise price (i.e. exercise his option)
and receive the Company's common stock in exchange.

     If you are granted an option under the Plan, you will receive an option
agreement specifying the terms of your option, such as the number of shares of
common stock you can purchase, the price per share, when you can exercise the
option, and when your option expires.  If you are granted restricted stock
under the Plan, you will receive a restriction agreement specifying any
restrictions, terms, or conditions applicable to your restricted stock.  The
terms of each option and restriction agreement will be determined by a
committee (the "Committee") of the Company's Board of Directors (the "Board"),
in the Committee's sole discretion.  The Committee will consist of at least two
directors appointed by the Board.  In administering the Plan, the Committee's
actions and determinations shall be binding on all interested parties.

ELIGIBILITY FOR PARTICIPATION IN THE PLAN

     The class of persons eligible to participate in the Plan consists of all
persons the Committee determines to be in the best interests of the Company
which includes, but is not limited to, all directors and employees of the
Company or any subsidiary.  However, only employees of the Company or its
subsidiaries shall be eligible to receive incentive stock options.  

TYPES OF OPTIONS AND AWARDS UNDER THE PLANS

     Options.  Under the Plan, the Committee may grant either incentive stock
options or non-incentive stock options.  Within the limitations provided in the
Plan, both types of options may be granted to the same person at the same time,
or at different times, and under different terms and conditions.

     Awards of Restricted Stock.  Under the Plan, the Committee may also grant
awards of restricted stock pursuant to such restrictions, terms, and conditions
as the Committee may determine.  The Committee may, in its discretion,
determine that the payment of any dividends declared or paid on restricted
stock shall be (i) deferred until the lapsing of the relevant restrictions and
(ii) held by the Company for the account of the grantee until such lapsing.  In
the event of such deferral, the Company will credit at the end of each year
interest on the amount of the account at the beginning of the year at a rate
per annum determined by the Committee.  The Company will pay deferred
dividends, with interest, upon the lapsing of restrictions imposed on such
restricted stock, and any dividends deferred (together with any interest
thereon) in respect of restricted stock will be forfeited upon any forfeiture
of such restricted stock.

OPTION EXERCISE PRICE

     Your option agreement specifies the exercise price of your option, which
is the price per share you must pay for the Company's common stock when
exercising an option.  The option exercise price of an incentive stock option
may not be less than 100%, and the exercise price of a non-incentive stock
option may not be less than 80%, of the fair market value of the Company's
common stock on the date of grant.

EXERCISE PERIOD OF THE OPTION

     The Committee determines the terms of options, and your option agreement
gives the date on which your option becomes exercisable and when it terminates. 
No incentive stock option may be exercised after ten years from the date of
grant and no incentive stock option granted to any person owning more than 10%
of the total combined voting power of all Company common stock at the date of
grant may be exercised more than five years after the date of grant. 
Additionally, no option granted to an "insider" under Section 16(b) of the
Securities Exchange Act of 1934 shall be exercisable prior to the expiration of
six months from the date of grant, other than in the case of death or
disability.  The Committee may provide, however, that a particular option will
terminate in a fixed amount of time.

EXERCISE OF AN OPTION AND PAYMENT OF THE EXERCISE PRICE

     You may exercise an option granted under the Plan by (i) delivering to the
Company at its principal office a written notice of exercise with respect to a
specified number of shares of stock and (ii) making payment to the Company of
the full amount of the exercise price for such number of shares.  The Committee
may prescribe in any stock option agreement other terms and conditions relating
to the exercise of an option, including a requirement that your option may be
exercised only in accordance with a vesting schedule during the term of the
option.

     The exercise price is to be paid in full in cash upon the exercise of the
option and the Company may postpone delivery of certificates for the shares
purchased until such payment has been made.  The exercise price may also be
paid by surrendering shares of Company common stock you own which have a fair
market value on the date of exercise equal to the exercise price, or by
authorizing the Company to withhold shares of stock otherwise issuable upon
exercise of your option.  The Board may provide in a stock option agreement or
may otherwise determine in its sole discretion at the time of exercise that, in
lieu of cash or shares, all or a portion of the exercise price may be paid by
the execution of a recourse note equal to the exercise price or relevant
portion thereof, subject to compliance with applicable state and federal laws,
rules and regulations.

     In addition to and at the time of payment of the exercise price, the
optionee must pay to the Company in cash the full amount of any federal, state,
and local income, employment, or other withholding taxes applicable to the
taxable income of such optionee resulting from such exercise, except that the
Committee has the discretion to provide in any stock option agreement that tax
obligations owed as a result of such exercise may be paid by tendering to the
Company shares of stock duly endorsed for transfer and owned by the optionee,
or by authorization to the Company to withhold shares of stock otherwise
issuable upon exercise of the option.  

     With respect to options granted to a particular optionee, the Committee
may specify the effect upon such optionee's right to exercise an option of such
optionee's termination of service under various circumstances.  The Committee
may provide for, among other things, immediate or deferred termination of an
optionee's rights under an option, or acceleration of the date at which an
option may be exercised in full.

EMPLOYMENT OR SHAREHOLDER RIGHTS

     Nothing in the Plan or in any stock option agreement shall confer on any
person any right to continue in the employ of the Company or any of its
subsidiaries, or shall interfere in any way with the right of the Company or
any of its subsidiaries to terminate such person's employment at any time.

     The grant of an option does not give you any rights of a shareholder of
the Company regarding the shares of common stock underlying your option until
you exercise your option and purchase Company common stock.  With regard to
awards of restricted stock, unless the Committee determines otherwise and as
set forth in your restriction agreement, once all restrictions have lapsed and
the shares of restricted stock are delivered, you will have all of the rights
of a shareholder with respect to such shares, including the right to vote the
shares and to receive all dividends or other distributions paid or made with
respect to such shares.
SALE OR TRANSFER OF OPTIONS

     In general, you cannot transfer any incentive stock option granted under
the Plan, except by will or the laws of descent and distribution and no option
may be transferred by an "insider" under Section 16 except by will or the laws
of descent and distribution or pursuant to a qualified domestics relation
order.  Your option or restriction agreement may contain other restrictions on
transfer.

SALE OF SHARES AFTER EXERCISING AN OPTION

     Generally Freely Transferable.  In general, unless you are an affiliate of
the Company, shares you acquire by exercising an option under the Plan can be
resold without restrictions.

     Certain Exceptions.  Employees who are affiliates of the Company
(generally speaking, executive officers and directors of the Company) who
exercise options should generally resell the shares so acquired pursuant to
Rule 144 under the Securities Act of 1933 without, however, being subject to
the holding period requirement of Rule 144(d).  In addition, directors and
executive officers of the Company must comply with the "short swing" trading
provisions of Section 16(b) of the Securities Exchange Act of 1934.

EFFECT OF A STOCK SPLIT OR MERGER

     In the event of a change in the outstanding shares of the Company's common
stock by reason of, among other things, a stock dividend or a stock split, the
aggregate number and kind of shares of stock for which options may be granted
and the rights of optionees and holders of restricted stock will be adjusted
proportionately by the Committee.

     If the Company is a party to a merger or other reorganization in which it
does not survive, the Committee may declare that all options granted under the
Plan will become exercisable immediately, notwithstanding option agreement
provisions regarding exercisability.  The Committee may also provide, among
other things, that all restrictions pertaining to restricted stock will
immediately lapse.  Finally, the Committee may notify all optionees and
restricted stock owners that options and restricted stock will be assumed by
the successor corporation or substituted on an equitable basis with options or
restricted stock issued by such successor corporation.

FEDERAL INCOME TAX CONSEQUENCES

     The following discussion of the federal income tax consequences of the
Plan is a summary of applicable federal income tax law.  State and local tax
consequences may differ.  Because the federal income tax rules governing
options are complex and subject to frequent change, participants are advised to
consult their tax advisors prior to exercise of options or dispositions of
stock acquired pursuant to an option exercise.  In addition, the following
discussion is limited to the United States federal income tax laws applicable
to optionees who are both citizens and residents of the United States.  The
United States federal income tax treatment of options granted to other
optionees may differ.  The tax laws of other countries may provide for
different tax consequences to optionees who are subject to such laws.

     Generally.  Incentive stock options and non-incentive stock options are
treated differently for federal income tax purposes.  Incentive stock options
are intended to comply with the requirements of Section 422 of the Internal
Revenue Code.  Non-incentive stock options need not comply with such
requirements.  An incentive stock option provides favorable tax treatment for
an optionee under the Internal Revenue Code.  

     Incentive Stock Options.  A participant is not taxed on the grant or
exercise of an incentive stock option.  However, the difference between the
fair market value of the shares on the exercise date and the exercise price
will be a preference item for purposes of the alternative minimum tax.  If a
participant holds the shares acquired upon exercise of an incentive stock
option for at least two years following the date of grant and at least one year
following exercise, the participant's gain, if any, by a subsequent disposition
of such shares will be treated as long term capital gain for federal income tax
purposes.  The measure of the gain is the difference between the proceeds
received on disposition and the participant's basis in the shares (which
generally equals the exercise price).  If the participant disposes of stock
acquired pursuant to exercise of an incentive stock option before satisfying
the one and two year holding periods described above, the participant will
recognize both ordinary income and capital gain in the year of disposition. 
The amount of the ordinary income will be the lesser of (i) the amount realized
on disposition less the participant's adjusted basis in the stock (usually the
option exercise price) or (ii) the difference between the fair market value of
the stock on the exercise date and the option price.  The balance of the
consideration received on such disposition will be long term capital gain if
the stock had been held for at least one year following exercise of the
incentive stock option.  The Company is not entitled to an income tax deduction
on the grant or the exercise of an incentive stock option or on the
participant's disposition of the shares after satisfying the holding period
requirement described above.  If the holding periods are not satisfied, the
Company will be entitled to an income tax deduction in the year the participant
disposes of the shares, in an amount equal to the ordinary income recognized by
the participant.

     Non-Incentive Stock Options.  A participant is not taxed on the grant of a
non-incentive stock option.  Upon exercise, however, the participant recognizes
ordinary income equal to the difference between the option exercise price and
the fair market value of the shares on the date of the exercise.  The Company
is entitled to an income tax deduction in the year of exercise in the amount
recognized by the participant as ordinary income.  Any gain on subsequent
disposition of the shares is long term capital gain if the shares are held for
at least one year following exercise.  The Company does not receive an income
tax deduction for this gain.

     Alternative Minimum Tax.  The difference between the option exercise price
of an incentive stock option and the fair market value of the shares on the
date of exercise is an adjustment to income for purposes of the alternative
minimum tax.  For tax years beginning after December 31, 1992, the maximum
alternative minimum tax (imposed to the extent it exceeds the taxpayer's
regular tax) is generally 28% of an individual taxpayer's alternative minimum
taxable income.  You are strongly urged to consult your tax advisor with
respect to all issues concerning alternative minimum tax.

     If You Use Company Stock to Pay the Option Exercise Price.  Under the
Plan, if you pay the option exercise price by tendering stock of the Company
and you receive back a larger number of shares than tendered, you will realize
taxable income in an amount equal to the fair market value of the additional
shares received on the date of exercise, less any cash paid in addition to the
shares tendered.  Upon a subsequent sale of the stock, the number of shares
equal to the number delivered as payment of the option exercise price will have
a tax basis equal to that of the shares originally tendered.  The additional
newly-acquired shares obtained upon exercise of the option will have a tax
basis equal to the fair market value of such shares on the date of exercise.

     Tax Withholding.  Since the amount you realize upon the exercise of a non-
incentive stock option will be treated as compensation, it will be subject to
applicable withholding of federal, state and local income taxes and social
security taxes.  You must pay the Company in cash the full amount of any taxes
applicable to the taxable income resulting from such exercise.  However, an
option agreement may, in the Committee's discretion, provide that you may pay
these tax obligations by tendering shares of the Company's stock which you own. 
Alternatively, if the option agreement so provides, you may authorize the
Company to withhold shares otherwise issuable upon exercise of the option to
pay any taxes due.

     Generally, the exercise of an incentive stock option will not be treated
as compensation (but see "Alternative Minimum Tax" above) and will not be
subject to applicable withholding of federal, state and local income taxes and
social security taxes.

     State and Local Taxes.  An exercise of an option may also be subject to
state and local taxation, which varies from location to location.

CERTAIN INVESTMENT CONSIDERATIONS.

     The market price of the Company's common stock may vary widely.  For this
reason, the stock you acquire by exercise of options under the Plan may
decrease or increase in value.

AMENDMENT OR MODIFICATION OF THE PLAN

     The Plan may be amended at any time and from time to time by the Board. 
The Board may not, however, amend the Plan (without shareholder approval within
a year of the amendment) if such amendment would (i) increase the number of
common shares issuable pursuant to incentive stock options under the Plan or
materially increase the number of shares subject to the Plan, (ii) change the
class of employees eligible to receive incentive stock options that may
participate in the Plan or materially change the class of persons that may
participate in the Plan, or (iii) materially increase the benefits accruing to
Plan participants.

DOCUMENTS INCORPORATED BY REFERENCE.

     The Company has incorporated by reference into this Prospectus the
following documents:  (i) the Company's most recent Annual Report on Form 10-
KSB; and (ii) all other subsequent reports filed by the Company with the
Securities and Exchange Commission pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (such as Quarterly Reports on Form 10-QSB or Current
Reports on Form 8-K).

     The Company will deliver without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any of the recent reports, proxy statements, and other communications
distributed to the Company's shareholders generally, together with any or all
of the information that is incorporated by reference in this Prospectus (other
than exhibits to such information unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).

     Requests for any of the documents described under this caption or
additional information regarding the Plan or the administrators of the Plan
should be directed in writing or by telephone to First Bankshares, Inc., 2833
Main Street, East Point, Georgia, 30344.  The Company's telephone number is
(404) 768-9305.