<PAGE>
 
   As filed with the Securities and Exchange Commission on December 20, 1996
                                              Registration No. 333-_____________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933


                    FIRST ALLIANCE/PREMIER BANCSHARES, INC.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

           Georgia                                              58-1793778
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

               950 E. Paces Ferry Road, Atlanta, Georgia  30326
--------------------------------------------------------------------------------
             (Address of principal executive offices and zip code)

                       PREMIER LENDING CORPORATION, INC.
                          DIRECTORS STOCK OPTION PLAN
          (as maintained by First Alliance/Premier Bancshares, Inc.)
                           (Full Title of the Plan)
--------------------------------------------------------------------------------

                           Kathryn L. Knudson, Esq.
                      Powell, Goldstein, Frazer & Murphy
                    191 Peachtree Street, N.E., 16th Floor
                            Atlanta, Georgia 30303
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (404)  572-6952
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                                  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       Price          Fee           
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                  <C>             <C>            <C> 
Common Stock, $1.00 par value                              20,000 shares(1)     $20.25(2)       $405,000(3)    $123.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Representing shares to be issued and sold by the Registrant under the
Premier Lending Corporation, Inc. Directors Stock Option Plan, as maintained by
First Alliance/Premier Bancshares, Inc. (the "Plan"). This Registration
Statement also covers such number of additional shares as may become issuable to
prevent dilution in the event of a stock split, stock dividend, reclassification
or other similar transaction pursuant to the terms of the Plan.

(2)      The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for December 13, 1996.

(3)      The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


       The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
optionees as required by Rule 428(b)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act").
<PAGE>
 
                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (1)  The Registrant's Annual Report on Form 10-KSB for the fiscal year 
          ended December 31, 1995 (File No. 0-24528);

     (2)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1996 (File No. 0-24528);

     (3)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 1996 (File No. 0-24528);

     (4)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          September 30, 1996 (File No. 0-24528);

     (5)  The Registrant's Current Report on Form 8-KSB, dated February 29, 1996
          (File No. 0-24528);

     (6)  The Registrant's Current Report on Form 8-KSB, dated August 31, 1996
          (File No. 0-24528); and

     (7)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 10-SB as filed with the
          Securities and Exchange Commission pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
          No. 0-24528).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such 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 6.  Indemnification of Directors and Officers.

     Section 14-2-851 of the Georgia Business Corporation Code provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interest of the corporation, if they have

                                     II-1
<PAGE>
 
not been adjudged liable on the basis of the improper receipt of a personal
benefit and, with respect to any criminal action, if they had no reasonable
cause to believe their conduct was unlawful. A director or officer may be
indemnified against expenses incurred in connection with a derivative suit if he
or she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
may be made without court approval if such person was adjudged liable for
negligence or misconduct in the performance of his or her duty to the
corporation. Statutory indemnification is not exclusive of any rights provided
by any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise.

     The Registrant's Bylaws provide that directors and officers of the
Registrant shall be indemnified by the Registrant against expenses and
liabilities incurred in connection with or resulting from threatened, pending or
completed actions, whether civil, criminal, administrative or investigative, in
which said person became involved by reason of having been a director or officer
of the Registrant; provided that such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and in addition, with respect to any criminal action or proceeding,
did not have a reasonable cause to believe that his or her conduct was unlawful.
Any person who has been wholly successful on the merits of or otherwise with
respect to any claim, action, suit or proceeding described above shall be
entitled to indemnification without any further action or approval by the Board
of Directors. In any other situation, indemnification shall be made at the
discretion of the Registrant, but only if the Board of Directors, acting by a
majority vote of a quorum consisting of directors who are not parties to the
claim, find that the person has met the standard of conduct described above. If
no such quorum of the Board exists, then independent legal counsel may render
such opinion as to whether the standards have been met or the holders of a
majority of the stock entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met the
standards. However, notwithstanding the foregoing, no officer or director who
has been determined to be liable for negligence or misconduct in the performance
of his or her duties to the Registrant shall be indemnified unless and except to
the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability and in view of all the
circumstances, such person is fairly and reasonably entitled to be indemnified
for such expenses as the court shall deem proper.

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

                                     II-2
<PAGE>
 
Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-B:

Exhibit
   No.                             Description
-------                            -----------

4(a)     Articles of Incorporation of the Registrant (incorporated herein by
         reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
         10-QSB, for the quarter ended September 30, 1996 (File No. 0-24528).

4(b)     Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
         the Registrant's Quarterly Report on Form 10-QSB, for the quarter ended
         September 30, 1996 (File No. 0-24528).

5        Opinion of counsel with respect to the securities being registered.

23(a)    Consent of counsel (included in Exhibit 5).

23(b)    Consent of Mauldin & Jenkins.

24       Power of Attorney (see signature pages to this Registration Statement).


Item 9.  Undertakings.

     (a)    The undersigned Registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement. 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 and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Securities and Exchange Commission,
            pursuant to Rule 424(b) if, in the aggregate,

                                     II-3
<PAGE>
 
            the changes in volume and price represent no more than a 20 percent
            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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form 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, 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.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h) 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 Securities Act
of 1933 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 Securities
Act of 1933 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, 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 Atlanta, State of Georgia, on this the 18th day of
December, 1996.

                              FIRST ALLIANCE/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
below constitutes and appoints each of Darrell D. Pittard, J. Edward Mulkey, Jr.
and Frank H. Roach as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person 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,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each of said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing required or 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 each of said
attorneys-in-fact and agents, or their substitutes, could lawfully do or cause
to be done by virtue hereof.
<PAGE>
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 18, 1996 by the
following persons in the capacities indicated.


Name                              Title
----                              -----
                                 
                                 
/s/ Darrell D. Pittard            Chairman of the Board and
----------------------            Chief Executive Officer   
Darrell D. Pittard                (principal executive officer) 
                                 
                                 
                                 
/s/ J. Edward Mulkey, Jr.         Director, President and
-------------------------         Chief Operating Officer        
J. Edward Mulkey, Jr.            
                                 
                                 
/s/ N. Michael Anderson           Director
-----------------------                   
N. Michael Anderson              
                                 
                                 
/s/ James L. Coxwell              Director
--------------------                      
James L. Coxwell                 
                                 
                                 
/s/ William M. Evans, Jr.         Director
-------------------------                 
William M. Evans, Jr.            
                                 
                                 
/s/ James E. Freeman              Director
--------------------                      
James E. Freeman                 
                                 
                                 
/s/ Robin R. Howell               Director
-------------------                       
Robin R. Howell                  
                                 
                                 
/s/ Nisbet S. Kendrick, III       Director
---------------------------               
Nisbet S. Kendrick, III          
                                 
                                 
/s/ Frank H. Roach                Executive Vice President and
------------------                Chief Financial Officer        
Frank H. Roach                    (principal financial and accounting officer) 
                                 
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
   Exhibit                                                                         Sequential
     No.                     Description                                           Page No.
----------                   -----------                                           ----------
<S>                   <C>                                                          <C>
    4(a)              Articles of Incorporation of the Registrant (incorporated         N/A
                      herein by reference to Exhibit 3.1 to the Registrant's    
                      Quarterly Report on Form 10-QSB for the quarter ended     
                      September 30, 1996 (File No. 0-24528)).                 
  
    4(b)              Bylaws of the Registrant (incorporated herein by                  N/A 
                      reference to Exhibit 3.2 to the Registrant's Quarterly    
                      Report on Form 10-QSB for the quarter ended                
                      September 30, 1996 (File No. 0-24528)).                   

      5               Opinion of counsel with respect to the securities being           ----        
                      registered.

    23(a)             Consent of counsel (included in Exhibit 5).                       ----

    23(b)             Consent of Mauldin & Jenkins,independent accountants.             ----
                                                                            
     24               Power of Attorney (see signature pages to this                    ----
                      Registration Statement).                                    
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21795}]
{"company-data": {"conformed-name": "FIRST ALLIANCE BANCORP", "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": "333-18401", "film-number": "96684004"}, "business-address": {"street1": "63 BARRETT PKWY", "city": "MARIETTA", "state": "GA", "zip": "30066", "phone": "4044252265"}}
As filed with the Securities and Exchange Commission on December 20, 1996
                                              Registration No. 333-_____________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                    FIRST ALLIANCE/PREMIER BANCSHARES, INC.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

           Georgia                                              58-1793778
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

               950 E. Paces Ferry Road, Atlanta, Georgia  30326
--------------------------------------------------------------------------------
             (Address of principal executive offices and zip code)

                       PREMIER LENDING CORPORATION, INC.
                          DIRECTORS STOCK OPTION PLAN
          (as maintained by First Alliance/Premier Bancshares, Inc.)
                           (Full Title of the Plan)
--------------------------------------------------------------------------------

                           Kathryn L. Knudson, Esq.
                      Powell, Goldstein, Frazer & Murphy
                    191 Peachtree Street, N.E., 16th Floor
                            Atlanta, Georgia 30303
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (404)  572-6952
--------------------------------------------------------------------------------
         (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       Price          Fee           
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value                              20,000 shares(1)     $20.25(2)       $405,000(3)    $123.00
------------------------------------------------------------------------------------------------------------------------------------
(1)      Representing shares to be issued and sold by the Registrant under the
Premier Lending Corporation, Inc. Directors Stock Option Plan, as maintained by
First Alliance/Premier Bancshares, Inc. (the "Plan"). This Registration
Statement also covers such number of additional shares as may become issuable to
prevent dilution in the event of a stock split, stock dividend, reclassification
or other similar transaction pursuant to the terms of the Plan.

(2)      The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for December 13, 1996.

(3)      The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the Securities
Act of 1933, as amended.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
optionees as required by Rule 428(b)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act").
PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (1)  The Registrant's Annual Report on Form 10-KSB for the fiscal year 
          ended December 31, 1995 (File No. 0-24528);

     (2)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1996 (File No. 0-24528);

     (3)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 1996 (File No. 0-24528);

     (4)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          September 30, 1996 (File No. 0-24528);

     (5)  The Registrant's Current Report on Form 8-KSB, dated February 29, 1996
          (File No. 0-24528);

     (6)  The Registrant's Current Report on Form 8-KSB, dated August 31, 1996
          (File No. 0-24528); and

     (7)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 10-SB as filed with the
          Securities and Exchange Commission pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
          No. 0-24528).

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such 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 6.  Indemnification of Directors and Officers.

     Section 14-2-851 of the Georgia Business Corporation Code provides that a
corporation may indemnify its directors and officers against civil and criminal
liabilities.  Directors and officers may be indemnified against expenses if they
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interest of the corporation, if they have

                                     II-1
not been adjudged liable on the basis of the improper receipt of a personal
benefit and, with respect to any criminal action, if they had no reasonable
cause to believe their conduct was unlawful. A director or officer may be
indemnified against expenses incurred in connection with a derivative suit if he
or she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
may be made without court approval if such person was adjudged liable for
negligence or misconduct in the performance of his or her duty to the
corporation. Statutory indemnification is not exclusive of any rights provided
by any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise.

     The Registrant's Bylaws provide that directors and officers of the
Registrant shall be indemnified by the Registrant against expenses and
liabilities incurred in connection with or resulting from threatened, pending or
completed actions, whether civil, criminal, administrative or investigative, in
which said person became involved by reason of having been a director or officer
of the Registrant; provided that such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and in addition, with respect to any criminal action or proceeding,
did not have a reasonable cause to believe that his or her conduct was unlawful.
Any person who has been wholly successful on the merits of or otherwise with
respect to any claim, action, suit or proceeding described above shall be
entitled to indemnification without any further action or approval by the Board
of Directors. In any other situation, indemnification shall be made at the
discretion of the Registrant, but only if the Board of Directors, acting by a
majority vote of a quorum consisting of directors who are not parties to the
claim, find that the person has met the standard of conduct described above. If
no such quorum of the Board exists, then independent legal counsel may render
such opinion as to whether the standards have been met or the holders of a
majority of the stock entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met the
standards. However, notwithstanding the foregoing, no officer or director who
has been determined to be liable for negligence or misconduct in the performance
of his or her duties to the Registrant shall be indemnified unless and except to
the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability and in view of all the
circumstances, such person is fairly and reasonably entitled to be indemnified
for such expenses as the court shall deem proper.

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

                                     II-2
Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-B:

Exhibit
   No.                             Description
-------                            -----------

4(a)     Articles of Incorporation of the Registrant (incorporated herein by
         reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
         10-QSB, for the quarter ended September 30, 1996 (File No. 0-24528).

4(b)     Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
         the Registrant's Quarterly Report on Form 10-QSB, for the quarter ended
         September 30, 1996 (File No. 0-24528).

5        Opinion of counsel with respect to the securities being registered.

23(a)    Consent of counsel (included in Exhibit 5).

23(b)    Consent of Mauldin & Jenkins.

24       Power of Attorney (see signature pages to this Registration Statement).

Item 9.  Undertakings.

     (a)    The undersigned Registrant hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the Registration Statement. 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 and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Securities and Exchange Commission,
            pursuant to Rule 424(b) if, in the aggregate,

                                     II-3
the changes in volume and price represent no more than a 20 percent
            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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form 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, 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.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h) 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 18th day of
December, 1996.

                              FIRST ALLIANCE/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
below constitutes and appoints each of Darrell D. Pittard, J. Edward Mulkey, Jr.
and Frank H. Roach as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person 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,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each of said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing required or 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 each of said
attorneys-in-fact and agents, or their substitutes, could 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 below on December 18, 1996 by the
following persons in the capacities indicated.

Name                              Title
----                              -----
                                 
                                 
/s/ Darrell D. Pittard            Chairman of the Board and
----------------------            Chief Executive Officer   
Darrell D. Pittard                (principal executive officer) 
                                 
                                 
                                 
/s/ J. Edward Mulkey, Jr.         Director, President and
-------------------------         Chief Operating Officer        
J. Edward Mulkey, Jr.            
                                 
                                 
/s/ N. Michael Anderson           Director
-----------------------                   
N. Michael Anderson              
                                 
                                 
/s/ James L. Coxwell              Director
--------------------                      
James L. Coxwell                 
                                 
                                 
/s/ William M. Evans, Jr.         Director
-------------------------                 
William M. Evans, Jr.            
                                 
                                 
/s/ James E. Freeman              Director
--------------------                      
James E. Freeman                 
                                 
                                 
/s/ Robin R. Howell               Director
-------------------                       
Robin R. Howell                  
                                 
                                 
/s/ Nisbet S. Kendrick, III       Director
---------------------------               
Nisbet S. Kendrick, III          
                                 
                                 
/s/ Frank H. Roach                Executive Vice President and
------------------                Chief Financial Officer        
Frank H. Roach                    (principal financial and accounting officer)
EXHIBIT INDEX
Exhibit                                                                         Sequential
     No.                     Description                                           Page No.
----------                   -----------                                           ----------
4(a)              Articles of Incorporation of the Registrant (incorporated         N/A
                      herein by reference to Exhibit 3.1 to the Registrant's    
                      Quarterly Report on Form 10-QSB for the quarter ended     
                      September 30, 1996 (File No. 0-24528)).                 
  
    4(b)              Bylaws of the Registrant (incorporated herein by                  N/A 
                      reference to Exhibit 3.2 to the Registrant's Quarterly    
                      Report on Form 10-QSB for the quarter ended                
                      September 30, 1996 (File No. 0-24528)).                   

      5               Opinion of counsel with respect to the securities being           ----        
                      registered.

    23(a)             Consent of counsel (included in Exhibit 5).                       ----

    23(b)             Consent of Mauldin & Jenkins,independent accountants.             ----
                                                                            
     24               Power of Attorney (see signature pages to this                    ----
                      Registration Statement).