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 1992
                              (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            66,701 shares              $45.125                 $3,009,883.00               $912.08   
--------------------------------------------------------------------------------------------------------------------------------
</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 on 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 1992 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 Sections
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.



                                        2
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

           4      First National Corporation Incentive Stock Option Plan of 1992
                  (incorporated by reference to appendix  to Registrant's  Proxy
                  Statement filed  in connection with the 1992 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 1992 
         (incorporated by reference to appendix to Registrant's Proxy
         Statement filed in connection with the 1992 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": 15902}]
{"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": "333-26033", "film-number": "97589248"}, "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 1992
                              (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            66,701 shares              $45.125                 $3,009,883.00               $912.08   
--------------------------------------------------------------------------------------------------------------------------------
(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 on 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 1992 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 Sections
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.

                                        2
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

           4      First National Corporation Incentive Stock Option Plan of 1992
                  (incorporated by reference to appendix  to Registrant's  Proxy
                  Statement filed  in connection with the 1992 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 1992 
         (incorporated by reference to appendix to Registrant's Proxy
         Statement filed in connection with the 1992 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