Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           FIRST NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)


          South Carolina                                         57-0799315
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

         950 John C. Calhoun Dr., S.E., Orangeburg, South Carolina 29115
              (Address of principal executive offices and zip code)

                           FIRST NATIONAL CORPORATION
                           INCENTIVE STOCK OPTION PLAN
                                     OF 1996
                              (Full title of Plan)


           W. Louis Griffith                               Copies to:
       First National Corporation                 George S. King, Jr., Esquire
       Senior Vice President and                 Suzanne Hulst Clawson, Esquire
         Chief Financial Officer                      Sinkler & Boyd, P.A.
     950 John C. Calhoun Dr., S.E.                1426 Main Street, Suite 1200
    Orangeburg, South Carolina 29115             Columbia, South Carolina 29201
(Name and address of agent for service)
                                                         (803) 779-3080
             (803) 531-0527
      (Telephone number, including
    area code, of agent for service)

<TABLE>
<CAPTION>

                                          Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                     <C>                         <C>       
     Common Stock,
    $5.00 par value            76,650 shares              $45.125                 $3,458,831                  $1,048.13  
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  based on the
    average of the high and low  trading  prices of the shares  reported  by the
    American Stock Exchange on April 24, 1997.
                                                         Exhibit Index on page 6


<PAGE>



                                     PART I

Information Required in the Section 10(a) Prospectus

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to employees of the  Registrant  chosen to participate
in the  First  National  Corporation  Incentive  Stock  Option  Plan  of 1996 as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1996 (File No. 0-17565).

         (b)      The description of the Registrant's  common stock contained in
                  the  Registrant's  Form 8-A and Form  8-A,  Amendment  No.  1,
                  declared   effective  on  January  27,  1997,   including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under  the  South  Carolina  Business  Corporation  Act  of  1988  (the
"Corporation  Act"),  a  corporation  has the power to indemnify  directors  and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate  interest (or not opposed  thereto) set forth in
the Corporation  Act. The Corporation Act also empowers a corporation to provide
insurance  for  directors and officers  against  liability  arising out of their
positions  even though the  insurance  coverage is broader than the power of the
corporation  to indemnify.  Under the  Corporation  Act,  unless  limited by its
articles of  incorporation,  a corporation  must indemnify a director or officer
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding  to which he was a party  because he is or was a director  or officer
against  reasonable  expenses incurred by him in connection with the proceeding.
The  Registrant's  Articles  of  Incorporation  do not  provide  otherwise.  The
provisions of the Corporation Act which deal with  indemnification  are codified
at ss.ss.  33-8-500  through -580 of the Code of Laws of South Carolina 1976, as
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

                                        2

<PAGE>




         Not applicable.

Item 8.  Exhibits.

           4      First National Corporation Incentive Stock Option Plan of 1996
                  (incorporated  by reference to appendix to Registrant's  Proxy
                  Statement  filed in connection with the 1996 Annual Meeting of
                  Shareholders.)

           5      Opinion of Sinkler & Boyd, P.A.

         23.1     Consent of J. W. Hunt and Company, L.L.P.

         23.2     Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).

         24       Power of Attorney

Item 9.  Undertakings.

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

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

         Provided,   however,   that  paragraphs  (1)(i)  and  (1)(ii)  of  this
undertaking  do not apply if the  registration  statement is on Form S-3, S-8 or
Form  F-3  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
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.


                                        3

<PAGE>



         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.

         (4)  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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

The Registrant

         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  Orangeburg,  State of South  Carolina  on April 22,
1997.

                               FIRST NATIONAL CORPORATION

                                    s/C. John Hipp, III
                               By:
                                    C. John Hipp, III
                                    President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on April 22, 1997.

                           s/W. Louis Griffith
                      By:
                           W. Louis Griffith
                           Senior Vice President and Chief Financial Officer
                           (Principal Accounting and Financial Officer)

                                        4

<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 22, 1997.


s/C. John Hipp, III                                        s/Dick Gregg McTeer
C. John Hipp, III                                          Dick Gregg McTeer
President, Chief Executive Officer and Director            Director

s/Charles W. Clark                                         s/Harry M. Mims, Jr.
Charles W. Clark                                           Harry M. Mims, Jr.
Director                                                   Director

s/W. B. Cox                                                s/E. V. Mirmow, Jr.
W. B. Cox                                                  E. V. Mirmow, Jr.
Director                                                   Director

s/C. Parker Dempsey                                        
C. Parker Dempsey                                          Ralph W. Norman
Director                                                   Director

s/E. Everett Gasque, Jr.                                   s/Anne H. Oswald
E. Everett Gasque, Jr.                                     Anne H. Oswald
Director                                                   Director

s/John L. Gramling, Jr.                                    s/James W. Roquemore
John L. Gramling, Jr.                                      James W. Roquemore
Director                                                   Director

s/Dwight W. Frierson
Dwight W. Frierson                                         Walter L. Tobin
Director                                                   Director

s/Robert R. Hill, Jr.                                      s/Johnny E. Ward
Robert R. Hill, Jr.                                        Johnny E. Ward
Director                                                   Director

                                                           s/A. Dewall Waters
Robert R. Horger                                           A. Dewall Waters
Director                                                   Director

s/J. C. McAlhany                                           s/L. D. Westbury
J. C. McAlhany                                             L. D. Westbury
Director                                                   Director





                                        5

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT                                                                    

4        First  National  Corporation   Incentive  Stock  Option
         Plan  of  1996 (incorporated by reference to appendix to
         Registrant's  Proxy Statement filed in connection with 
         the 1996 Annual Meeting of Shareholders.)

5        Opinion of Sinkler & Boyd, P.A.

23.1     Consent of J. W. Hunt and Company, L.L.P.

23.2     Consent of Sinkler & Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney




                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16041}]
{"company-data": {"conformed-name": "FIRST NATIONAL CORP /SC/", "cik": "0000764038", "assigned-sic": "6022", "irs-number": "570799315", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26031", "film-number": "97589247"}, "business-address": {"street1": "P O BOX 1287", "city": "ORANGEBURG", "state": "SC", "zip": "29116-1287", "phone": "8035342175"}, "mail-address": {"street1": "P O BOX 1287", "city": "ORANGEBURG", "state": "SC", "zip": "29116-1287"}}
Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           FIRST NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

          South Carolina                                         57-0799315
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

         950 John C. Calhoun Dr., S.E., Orangeburg, South Carolina 29115
              (Address of principal executive offices and zip code)

                           FIRST NATIONAL CORPORATION
                           INCENTIVE STOCK OPTION PLAN
                                     OF 1996
                              (Full title of Plan)

           W. Louis Griffith                               Copies to:
       First National Corporation                 George S. King, Jr., Esquire
       Senior Vice President and                 Suzanne Hulst Clawson, Esquire
         Chief Financial Officer                      Sinkler & Boyd, P.A.
     950 John C. Calhoun Dr., S.E.                1426 Main Street, Suite 1200
    Orangeburg, South Carolina 29115             Columbia, South Carolina 29201
(Name and address of agent for service)
                                                         (803) 779-3080
             (803) 531-0527
      (Telephone number, including
    area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,
    $5.00 par value            76,650 shares              $45.125                 $3,458,831                  $1,048.13  
--------------------------------------------------------------------------------------------------------------------------------
(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  based on the
    average of the high and low  trading  prices of the shares  reported  by the
    American Stock Exchange on April 24, 1997.
                                                         Exhibit Index on page 6
PART I

Information Required in the Section 10(a) Prospectus

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to employees of the  Registrant  chosen to participate
in the  First  National  Corporation  Incentive  Stock  Option  Plan  of 1996 as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

         (a)      The Registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1996 (File No. 0-17565).

         (b)      The description of the Registrant's  common stock contained in
                  the  Registrant's  Form 8-A and Form  8-A,  Amendment  No.  1,
                  declared   effective  on  January  27,  1997,   including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under  the  South  Carolina  Business  Corporation  Act  of  1988  (the
"Corporation  Act"),  a  corporation  has the power to indemnify  directors  and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate  interest (or not opposed  thereto) set forth in
the Corporation  Act. The Corporation Act also empowers a corporation to provide
insurance  for  directors and officers  against  liability  arising out of their
positions  even though the  insurance  coverage is broader than the power of the
corporation  to indemnify.  Under the  Corporation  Act,  unless  limited by its
articles of  incorporation,  a corporation  must indemnify a director or officer
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding  to which he was a party  because he is or was a director  or officer
against  reasonable  expenses incurred by him in connection with the proceeding.
The  Registrant's  Articles  of  Incorporation  do not  provide  otherwise.  The
provisions of the Corporation Act which deal with  indemnification  are codified
at ss.ss.  33-8-500  through -580 of the Code of Laws of South Carolina 1976, as
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

                                        2
Not applicable.

Item 8.  Exhibits.

           4      First National Corporation Incentive Stock Option Plan of 1996
                  (incorporated  by reference to appendix to Registrant's  Proxy
                  Statement  filed in connection with the 1996 Annual Meeting of
                  Shareholders.)

           5      Opinion of Sinkler & Boyd, P.A.

         23.1     Consent of J. W. Hunt and Company, L.L.P.

         23.2     Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).

         24       Power of Attorney

Item 9.  Undertakings.

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

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

         Provided,   however,   that  paragraphs  (1)(i)  and  (1)(ii)  of  this
undertaking  do not apply if the  registration  statement is on Form S-3, S-8 or
Form  F-3  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
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.

                                        3
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.

         (4)  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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

The Registrant

         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  Orangeburg,  State of South  Carolina  on April 22,
1997.

                               FIRST NATIONAL CORPORATION

                                    s/C. John Hipp, III
                               By:
                                    C. John Hipp, III
                                    President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on April 22, 1997.

                           s/W. Louis Griffith
                      By:
                           W. Louis Griffith
                           Senior Vice President and Chief Financial Officer
                           (Principal Accounting and Financial Officer)

                                        4
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on April 22, 1997.

s/C. John Hipp, III                                        s/Dick Gregg McTeer
C. John Hipp, III                                          Dick Gregg McTeer
President, Chief Executive Officer and Director            Director

s/Charles W. Clark                                         s/Harry M. Mims, Jr.
Charles W. Clark                                           Harry M. Mims, Jr.
Director                                                   Director

s/W. B. Cox                                                s/E. V. Mirmow, Jr.
W. B. Cox                                                  E. V. Mirmow, Jr.
Director                                                   Director

s/C. Parker Dempsey                                        
C. Parker Dempsey                                          Ralph W. Norman
Director                                                   Director

s/E. Everett Gasque, Jr.                                   s/Anne H. Oswald
E. Everett Gasque, Jr.                                     Anne H. Oswald
Director                                                   Director

s/John L. Gramling, Jr.                                    s/James W. Roquemore
John L. Gramling, Jr.                                      James W. Roquemore
Director                                                   Director

s/Dwight W. Frierson
Dwight W. Frierson                                         Walter L. Tobin
Director                                                   Director

s/Robert R. Hill, Jr.                                      s/Johnny E. Ward
Robert R. Hill, Jr.                                        Johnny E. Ward
Director                                                   Director

                                                           s/A. Dewall Waters
Robert R. Horger                                           A. Dewall Waters
Director                                                   Director

s/J. C. McAlhany                                           s/L. D. Westbury
J. C. McAlhany                                             L. D. Westbury
Director                                                   Director

                                        5
EXHIBIT INDEX

EXHIBIT                                                                    

4        First  National  Corporation   Incentive  Stock  Option
         Plan  of  1996 (incorporated by reference to appendix to
         Registrant's  Proxy Statement filed in connection with 
         the 1996 Annual Meeting of Shareholders.)

5        Opinion of Sinkler & Boyd, P.A.

23.1     Consent of J. W. Hunt and Company, L.L.P.

23.2     Consent of Sinkler & Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney

                                        6