<PAGE>

                            ______________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

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


                           PREMIER BANCSHARES, INC.
                     -------------------------------------
            (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
       GEORGIA                                2180 Atlanta Plaza                        58-1793778
-----------------------                    950 East Paces Ferry Road                ----------------
(State or other jurisdiction of              Atlanta, Georgia 30326                  (I.R.S. Employer
incorporation or organization)           -----------------------------              Identification Number)
                                     (Address of principal executive offices)
<S>                                  <C>                                            <C>
</TABLE>



                           PREMIER BANCSHARES, INC.
                            1997 STOCK OPTION PLAN
                                 (As Amended)
                           (Full title of the plan)
                          ---------------------------


                           Steven S. Dunlevie, Esq.
                          Elizabeth O. Derrick, Esq.
                     Womble Carlyle Sandridge & Rice, PLLC
                    Suite 700, 1275 Peachtree Street, N.E.
                            Atlanta, Georgia 30309
                                (404) 872-7000
                            -----------------------
           (Name, address and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
-------------------------------------------------------------------------------------------
                                              Proposed      Proposed
Title of                                      maximum       maximum
securities             Amount                 offering      aggregate     Amount of
to be                  to be                  price         offering      registration
registered             registered             per share(1)  price(1)      fee(1)
----------             ----------             ---------     ---------     ------------
<S>                    <C>                    <C>           <C>           <C>
Common
Stock, par value
$1.00 per share        1,000,000 shares       $20.125       $20,125,000   $5,595

-------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
     low prices of the registrant's common stock on May 24, 1999, as reported on
     the American Stock Exchange.

                             _____________________
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1998, filed with the Commission on March 25, 1999.

          (b) The Company's Current Reports on Form 8-K dated April 6, 1999 and
     April 20, 1999, respectively;

          (c) The Company's Form 10-Q for the quarter ended March 31, 1999,
     filed with the Commission on May 17, 1999;

          (d) The description of the Company's Common Stock, par value $1.00 per
     share, contained in the Company's Registration Statement on Form S-4 and
     Appendices D and E thereto (Registration No. 333-24537), filed with the
     Commission on May 16, 1997, including any amendment or report filed for the
     purpose of updating such description.

          (e) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the period referred to in (a), above.

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

          This Registration Statement on Form S-8 is being filed in connection
with the registration by the Company with the Commission of 1,000,000 additional
shares issuable pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan,
as amended (the "Plan").

          Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (File No. 333-29941) (filed on June
24, 1997) and Registration Statement on Form S-8 (File No. 333-59475) (filed on
July 21, 1998) relating to shares issuable under the Plan are incorporated by
reference in this Registration Statement on Form S-8.

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

          Not applicable.

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

          The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.


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

                                     II-1
<PAGE>

          The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to, the best interests of the Company,
or, with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful, if a determination has been made that they have met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of the Company, however, is limited to reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. The
Company must also provide advancement of expenses incurred by any director or
officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.

          The Company may not indemnify a director or officer in connection with
a proceeding by or in the right of the Company in which the director of officer
was adjudged liable to the Company for appropriation of a business opportunity
or payment of unlawful dividends, in connection with a proceeding in which he or
she was adjudged liable on the basis that he or she improperly received a
personal benefit or for intentional misconduct or a knowing violation of law.

          The indemnification provisions of the Georgia Code are essentially
identical to those set forth above, except that the Georgia Code permits, but
does not require, a corporation to advance expenses under the circumstances for
such payments described above.

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

          The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or law; (iii) liability
for unlawful distributions; or (iv) any transaction from which the director
derived an improper personal benefit.

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

          Not applicable.

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

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

         Number          Description
         ------          -----------

         4.1      Articles of Incorporation of Premier Bancshares, Inc., as
                  restated (Incorporated by reference from Exhibit 3.1 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1998).

         4.2      Bylaws of Premier Bancshares, Inc., as amended and restated
                  (Incorporated by reference from Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1998).

                                     II-2
<PAGE>

     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
               legality of the Common Stock being registered.

     23.1      Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
               contained in its opinion filed as Exhibit 5.

     23.2      Consent of Ernst & Young LLP.

     23.3      Consent of Mauldin & Jenkins, LLC.

     23.4      Consent of Porter Keadle Moore LLP.

     23.5      Consent of Porter Keadle Moore LLP.

     23.6      Consent of Mauldin & Jenkins, LLC.

     23.7      Consent of Mauldin & Jenkins, LLC.

     23.8      Consent of Bricker & Melton, P.A.

     24        Power of Attorney. (See signature page to the Registration
               Statement.)

     99.1      Premier Bancshares, Inc. 1997 Stock Option Plan, as amended.

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

(a)  The Company 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;

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     --------  -------
     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 Company pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are incorporated by reference in the Registration
     Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

                                     II-3
<PAGE>

(b)  The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
     is incorporated by reference in the Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

(c)  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 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.

                                     II-4
<PAGE>

                                  SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. 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 Atlanta, State of Georgia, on this 20th day of
May, 1999.


                         PREMIER BANCSHARES, INC.


                         By:  /s/ Darrell D. Pittard
                              --------------------------------------------------
                              Darrell D. Pittard
                              Chairman of the Board and Chief Executive Officer


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement constitutes and
appoints Darrell D. Pittard and Robert C. Oliver and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the undersigned, and in his or her name, place and
stead, in any and all capacities to sign any and all amendments, including post-
effective amendments, to this Registration Statement, to make such changes in
the Registration Statement as such attorneys-in-fact deems appropriate to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents and each of them, full power and authority to do so 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 or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their 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 indicated on May 20, 1999.


/s/ Darrell D. Pittard                /s/ Robert C. Oliver
-----------------------------         -----------------------------
Name:  Darrell D. Pittard             Name:  Robert C. Oliver
Title:  Chairman of the Board         Title:  President, Chief Operating Officer
and Chief Executive Officer           and Director
(principal executive officer)

/s/ James L. Coxwell, Sr.             /s/ William M. Evans, Jr.
-----------------------------         -----------------------------
Name:  James L. Coxwell, Sr.          Name:  William M. Evans, Jr.
Title:  Director                      Title:  Director

/s/ John H. Ferguson                  /s/ Robert E. Flourney III
-----------------------------         -----------------------------
Name:  John H. Ferguson               Name: Robert E. Flourney III
Title:  Director                      Title:  Director

/s/ James E. Freeman                  /s/ A. F. Gandy
-----------------------------         -----------------------------
Name:  James E. Freeman               Name:  A. F. Gandy
Title:  Director                      Title:  Director

/s/ Robin R. Howell                   /s/ Billy H. Martin
-----------------------------         -----------------------------
Name:  Robin R. Howell                Name:  Billy H. Martin
Title:  Director                      Title:  Director


                                     II-5

<PAGE>

/s/ C. Steve McQuaig                      /s/ Thomas E. Owen, Jr.
-----------------------------------       -----------------------------
Name:  C. Steve McQuaig                   Name:  Thomas E. Owen, Jr.
Title:  Director                          Title:  Director

/s/ John D. Stephens                      /s/ James E. Sutherland, Sr.
-----------------------------------       -----------------------------
Name: John D. Stephens                    Name: James E. Sutherland, Sr.
Title:  Director                          Title:  Director

/s/ Michael E. Ricketson
-----------------------------------
Name:  Michael E. Ricketson
Title:  Executive Vice President
and Chief Financial Officer
(principal financial and accounting
officer)

                                     II-6

<PAGE>

                                 EXHIBIT INDEX
                                      to
                     Registration Statement on Form S-8 of
                           Premier Bancshares, Inc.


     Number Description
     ------------------

     4.1       Articles of Incorporation of Premier Bancshares, Inc., as
               restated (Incorporated by reference from Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998).*

     4.2       Bylaws of Premier Bancshares, Inc., as amended and restated
               (Incorporated by reference from Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998).*

     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
               legality of the Common Stock being registered.

     23.1    Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
             contained in its opinion filed as Exhibit 5.

     23.2    Consent of Ernst & Young LLP.

     23.3    Consent of Mauldin & Jenkins, LLC.

     23.4    Consent of Porter Keadle Moore LLP.

     23.5    Consent of Porter Keadle Moore LLP.

     23.6    Consent of Mauldin & Jenkins, LLC.

     23.7    Consent of Mauldin & Jenkins, LLC.

     23.8    Consent of Bricker & Melton, P.A.

     24        Power of Attorney. (See signature page to the Registration
               Statement.)

     99.1    Premier Bancshares, Inc. 1997 Stock Option Plan, as amended.


______________

* Incorporated by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21098}]
{"company-data": {"conformed-name": "PREMIER BANCSHARES INC /GA", "cik": "0000836616", "assigned-sic": "6022", "irs-number": "581793778", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79725", "film-number": "99638582"}, "business-address": {"street1": "2180 ATLANTA PLAZA", "street2": "950 EAST PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4048143090"}, "mail-address": {"street1": "2180 ATLANTA PLAZA", "street2": "950 EAST PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30326"}, "former-company": [{"former-conformed-name": "FIRST ALLIANCE/PREMIER BANCSHARES INC", "date-changed": "19970108"}, {"former-conformed-name": "FIRST ALLIANCE BANCORP", "date-changed": "19960711"}]}
______________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

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

                           PREMIER BANCSHARES, INC.
                     -------------------------------------
            (Exact name of registrant as specified in its charter)
GEORGIA                                2180 Atlanta Plaza                        58-1793778
-----------------------                    950 East Paces Ferry Road                ----------------
(State or other jurisdiction of              Atlanta, Georgia 30326                  (I.R.S. Employer
incorporation or organization)           -----------------------------              Identification Number)
                                     (Address of principal executive offices)
PREMIER BANCSHARES, INC.
                            1997 STOCK OPTION PLAN
                                 (As Amended)
                           (Full title of the plan)
                          ---------------------------

                           Steven S. Dunlevie, Esq.
                          Elizabeth O. Derrick, Esq.
                     Womble Carlyle Sandridge & Rice, PLLC
                    Suite 700, 1275 Peachtree Street, N.E.
                            Atlanta, Georgia 30309
                                (404) 872-7000
                            -----------------------
           (Name, address and telephone number, including area code,
                             of agent for service)

                        CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------
                                              Proposed      Proposed
Title of                                      maximum       maximum
securities             Amount                 offering      aggregate     Amount of
to be                  to be                  price         offering      registration
registered             registered             per share(1)  price(1)      fee(1)
----------             ----------             ---------     ---------     ------------
Common
Stock, par value
$1.00 per share        1,000,000 shares       $20.125       $20,125,000   $5,595

-------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
     low prices of the registrant's common stock on May 24, 1999, as reported on
     the American Stock Exchange.

                             _____________________
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1998, filed with the Commission on March 25, 1999.

          (b) The Company's Current Reports on Form 8-K dated April 6, 1999 and
     April 20, 1999, respectively;

          (c) The Company's Form 10-Q for the quarter ended March 31, 1999,
     filed with the Commission on May 17, 1999;

          (d) The description of the Company's Common Stock, par value $1.00 per
     share, contained in the Company's Registration Statement on Form S-4 and
     Appendices D and E thereto (Registration No. 333-24537), filed with the
     Commission on May 16, 1997, including any amendment or report filed for the
     purpose of updating such description.

          (e) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Exchange Act since the end of the period referred to in (a), above.

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

          This Registration Statement on Form S-8 is being filed in connection
with the registration by the Company with the Commission of 1,000,000 additional
shares issuable pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan,
as amended (the "Plan").

          Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8 (File No. 333-29941) (filed on June
24, 1997) and Registration Statement on Form S-8 (File No. 333-59475) (filed on
July 21, 1998) relating to shares issuable under the Plan are incorporated by
reference in this Registration Statement on Form S-8.

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

          Not applicable.

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

          The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.

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

                                     II-1
The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to, the best interests of the Company,
or, with respect to any criminal proceeding, had no reasonable cause to believe
their conduct was unlawful, if a determination has been made that they have met
these standards of conduct. Such indemnification in connection with a proceeding
by or in the right of the Company, however, is limited to reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. The
Company must also provide advancement of expenses incurred by any director or
officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.

          The Company may not indemnify a director or officer in connection with
a proceeding by or in the right of the Company in which the director of officer
was adjudged liable to the Company for appropriation of a business opportunity
or payment of unlawful dividends, in connection with a proceeding in which he or
she was adjudged liable on the basis that he or she improperly received a
personal benefit or for intentional misconduct or a knowing violation of law.

          The indemnification provisions of the Georgia Code are essentially
identical to those set forth above, except that the Georgia Code permits, but
does not require, a corporation to advance expenses under the circumstances for
such payments described above.

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

          The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or law; (iii) liability
for unlawful distributions; or (iv) any transaction from which the director
derived an improper personal benefit.

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

          Not applicable.

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

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

         Number          Description
         ------          -----------

         4.1      Articles of Incorporation of Premier Bancshares, Inc., as
                  restated (Incorporated by reference from Exhibit 3.1 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1998).

         4.2      Bylaws of Premier Bancshares, Inc., as amended and restated
                  (Incorporated by reference from Exhibit 3.2 to the Company's
                  Annual Report on Form 10-K for the fiscal year ended December
                  31, 1998).

                                     II-2
5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
               legality of the Common Stock being registered.

     23.1      Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
               contained in its opinion filed as Exhibit 5.

     23.2      Consent of Ernst & Young LLP.

     23.3      Consent of Mauldin & Jenkins, LLC.

     23.4      Consent of Porter Keadle Moore LLP.

     23.5      Consent of Porter Keadle Moore LLP.

     23.6      Consent of Mauldin & Jenkins, LLC.

     23.7      Consent of Mauldin & Jenkins, LLC.

     23.8      Consent of Bricker & Melton, P.A.

     24        Power of Attorney. (See signature page to the Registration
               Statement.)

     99.1      Premier Bancshares, Inc. 1997 Stock Option Plan, as amended.

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

(a)  The Company 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;

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     --------  -------
     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 Company pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are incorporated by reference in the Registration
     Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

                                     II-3
(b)  The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
     is incorporated by reference in the Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

(c)  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 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.

                                     II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. 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 Atlanta, State of Georgia, on this 20th day of
May, 1999.

                         PREMIER BANCSHARES, INC.

                         By:  /s/ Darrell D. Pittard
                              --------------------------------------------------
                              Darrell D. Pittard
                              Chairman of the Board and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears on the signature pages to this Registration Statement constitutes and
appoints Darrell D. Pittard and Robert C. Oliver and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the undersigned, and in his or her name, place and
stead, in any and all capacities to sign any and all amendments, including post-
effective amendments, to this Registration Statement, to make such changes in
the Registration Statement as such attorneys-in-fact deems appropriate to file
the same, with all exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents and each of them, full power and authority to do so 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 or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their 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 indicated on May 20, 1999.

/s/ Darrell D. Pittard                /s/ Robert C. Oliver
-----------------------------         -----------------------------
Name:  Darrell D. Pittard             Name:  Robert C. Oliver
Title:  Chairman of the Board         Title:  President, Chief Operating Officer
and Chief Executive Officer           and Director
(principal executive officer)

/s/ James L. Coxwell, Sr.             /s/ William M. Evans, Jr.
-----------------------------         -----------------------------
Name:  James L. Coxwell, Sr.          Name:  William M. Evans, Jr.
Title:  Director                      Title:  Director

/s/ John H. Ferguson                  /s/ Robert E. Flourney III
-----------------------------         -----------------------------
Name:  John H. Ferguson               Name: Robert E. Flourney III
Title:  Director                      Title:  Director

/s/ James E. Freeman                  /s/ A. F. Gandy
-----------------------------         -----------------------------
Name:  James E. Freeman               Name:  A. F. Gandy
Title:  Director                      Title:  Director

/s/ Robin R. Howell                   /s/ Billy H. Martin
-----------------------------         -----------------------------
Name:  Robin R. Howell                Name:  Billy H. Martin
Title:  Director                      Title:  Director

                                     II-5
/s/ C. Steve McQuaig                      /s/ Thomas E. Owen, Jr.
-----------------------------------       -----------------------------
Name:  C. Steve McQuaig                   Name:  Thomas E. Owen, Jr.
Title:  Director                          Title:  Director

/s/ John D. Stephens                      /s/ James E. Sutherland, Sr.
-----------------------------------       -----------------------------
Name: John D. Stephens                    Name: James E. Sutherland, Sr.
Title:  Director                          Title:  Director

/s/ Michael E. Ricketson
-----------------------------------
Name:  Michael E. Ricketson
Title:  Executive Vice President
and Chief Financial Officer
(principal financial and accounting
officer)

                                     II-6
EXHIBIT INDEX
                                      to
                     Registration Statement on Form S-8 of
                           Premier Bancshares, Inc.

     Number Description
     ------------------

     4.1       Articles of Incorporation of Premier Bancshares, Inc., as
               restated (Incorporated by reference from Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1998).*

     4.2       Bylaws of Premier Bancshares, Inc., as amended and restated
               (Incorporated by reference from Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998).*

     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
               legality of the Common Stock being registered.

     23.1    Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
             contained in its opinion filed as Exhibit 5.

     23.2    Consent of Ernst & Young LLP.

     23.3    Consent of Mauldin & Jenkins, LLC.

     23.4    Consent of Porter Keadle Moore LLP.

     23.5    Consent of Porter Keadle Moore LLP.

     23.6    Consent of Mauldin & Jenkins, LLC.

     23.7    Consent of Mauldin & Jenkins, LLC.

     23.8    Consent of Bricker & Melton, P.A.

     24        Power of Attorney. (See signature page to the Registration
               Statement.)

     99.1    Premier Bancshares, Inc. 1997 Stock Option Plan, as amended.

______________

* Incorporated by reference.