<PAGE>
 
   As filed with the Securities and Exchange Commission on April 14, 1999

                                            REGISTRATION NO. 333-_______________

          ==========================================================

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

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

                        ALABAMA NATIONAL BANCORPORATION
              (Exact Name of Issuer as Specified in Its Charter)

             DELAWARE                             63-1114426
     (State of incorporation)         (I.R.S. Employer Identification No.)


                            1927 FIRST AVENUE NORTH
                           BIRMINGHAM, ALABAMA 35203
                   (Address of Principal Executive Offices)

                        ALABAMA NATIONAL BANCORPORATION
                        DEFERRED COMPENSATION PLAN FOR
                NON-EMPLOYEE DIRECTORS OF THE SUBSIDIARY BANKS
                           (Full Title of the Plan)
                               _________________

                             JOHN H. HOLCOMB, III
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            1927 FIRST AVENUE NORTH
                          BIRMINGHAM, ALABAMA  35203
                                (205) 583-3600
                    (Name and Address of Agent for Service)

                                With a Copy to:

                               GREGORY S. CURRAN
                         MAYNARD, COOPER & GALE, P.C.
                            1901 SIXTH AVENUE NORTH
                                  SUITE 2400
                          BIRMINGHAM, ALABAMA  35203

                               _________________  


<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
================================================================================================

                                                              PROPOSED
 TITLE OF                                  PROPOSED MAXIMUM   MAXIMUM             AMOUNT OF
 SECURITIES BEING       AMOUNT BEING       OFFERING PRICE     AGGREGATE           REGISTRATION
 REGISTERED             REGISTERED (1)     PER SHARE(1)       OFFERING PRICE(1)   FEE
------------------------------------------------------------------------------------------------ 
<S>                     <C>                <C>                <C>                 <C>
 Common Stock, $1.00
 par value              50,000(2)          $22.875            $1,143,750.00        $317.96
 
================================================================================================
</TABLE>

(1) Pursuant to Rule 457, the offering price is estimated solely for the purpose
    of determining the registration fee and is based on the average of the bid
    and asked prices of the common stock of Alabama National Bancorporation on
    April 8, 1999.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
    of shares of securities registered in this Registration Statement will be
    increased as a result of future stock splits, stock dividends or similar
    transactions.
<PAGE>
 
                                    PART I

                               EXPLANATORY NOTE
                               ----------------

          This Registration Statement is being filed in order to register 50,000
shares of common stock, $1.00 par value per share ("Company Stock"), of Alabama
National Bancorporation (the "Registrant"), which may be sold pursuant to the
terms and conditions of the Company's Deferred Compensation Plan for Non-
Employee Directors of the Subsidiary Banks, as amended (the "Plan").

          A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) 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 by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated into this
Registration Statement by reference:

          1.   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

          2.   All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997.

          3.   The description of the Registrant's shares of Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the Exchange
Act, including all amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the Common Stock offered
hereby.

          All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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 such documents.

          Any statement contained herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.
------    ------------------------- 

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
------    -------------------------------------- 

          Not Applicable.

                                       1
<PAGE>
 
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------    ----------------------------------------- 

          The Certificate of Incorporation, as amended, of the Registrant
contains a provision which, subject to certain exceptions described below,
eliminates the liability of a director to the Registrant or its stockholders for
monetary damages for any breach of duty as a director. This provision does not
eliminate the liability of the director (i) for violations of his duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or involving intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (the "DGCL")
relating to unlawful dividends and distributions, or (iv) for any transaction
from which the director derived an improper personal benefit.

          The Bylaws of the Registrant require the Registrant to indemnify any
person who was, is or is threatened to be made a named defendant or respondent
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of service by such
person as a director of the Registrant or any other corporation, including the
subsidiary banks of the Registrant, for which he served as such at the request
of the Registrant. Directors are entitled to be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director in connection with the proceeding, except that no payments may be made
with respect to liability which is not eliminated pursuant to the provision of
the Registrant's Certificate of Incorporation described in the preceding
paragraph. Directors are also entitled to have the Registrant advance any such
expenses prior to final disposition of the proceeding, upon delivery of a
written affirmation by the director of his good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking
to repay the amounts advanced if it is ultimately determined that the standard
of conduct has not been met.

          In addition to the Bylaws of the Registrant, Section 145(c) of the
DGCL requires the Registrant to indemnify any director who has been successful
on the merits or otherwise in defending any proceeding described above which has
arisen prior to July 1, 1997. The DGCL also provides that a court may order
indemnification of a director if it determines that the director is fairly and
reasonably entitled to such indemnification.

          The Board of Directors of the Registrant also has the authority to
extend to officers, employees and agents the same indemnification rights held by
directors, subject to all of the accompanying conditions and obligations. The
Board of Directors has extended indemnification rights to all of its executive
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
------    ----------------------------------- 

          Not Applicable.

ITEM 8.   EXHIBITS.
------    -------- 

          The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:

          5    Opinion and Consent of Maynard, Cooper & Gale, P.C.

          23.1 Consent of PricewaterhouseCoopers LLP.

          23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5
               hereto).

          24   Power of Attorney of the Officers and Directors of the
               Registrant.
               
ITEM 9.   UNDERTAKINGS.
------    ------------ 

          (a)  The undersigned Registrant hereby undertakes 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 this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information set forth in
this Registration

                                       2
<PAGE>
 
Statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; provided
however, that such undertakings set forth in (i) and (ii) above do not apply to
the extent the information required to be included in a post-effective amendment
is contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

          The undersigned Registrant further undertakes, 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.

          The undersigned Registrant further undertakes 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 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

          Insofar as indemnification for liabilities arising under the
Securities Act 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.

                                       3
<PAGE>
 
                                   SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act, 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 Birmingham, State of Alabama, on April 14, 1999.

                              ALABAMA NATIONAL BANCORPORATION

                              By: /s/ John H. Holcomb, III
                                 ---------------------------------------
                                    John H. Holcomb, III
                                    Chairman and Chief Executive Officer


     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


Signature                        Title                            Date
---------                        -----                            ----

/s/ John H. Holcomb, III         Chairman, Chief Executive        April 14, 1999
---------------------------      Officer, and Director   
John H. Holcomb, III             (Principal Executive Officer) 
                                 


/s/ Victor E. Nichol, Jr.        President, Chief Operating       April 14, 1999
---------------------------      Officer, and Director 
Victor E. Nichol, Jr.            



/s/ William E. Matthews, V       Executive Vice President and     April 14, 1999
---------------------------      Chief Financial Officer 
William E. Matthews, V           (Principal Financial Officer) 
                                 


/s/ James S. Parks, Jr.          Senior Vice President-Finance,   April 14, 1999
---------------------------      Treasurer (Principal Accounting    
James S. Parks, Jr.              Officer)                        
                                 


         *                       Director                         April 14, 1999
---------------------------
W. Ray Barnes



         *                       Vice Chairman and Director       April 14, 1999
---------------------------
Dan M. David



         *                       Director                         April 14, 1999
---------------------------
T. Morris Hackney

                                       4
<PAGE>
 
Signature                        Title                            Date
---------                        -----                            ----

         *                       Director                         April 14, 1999
----------------------------
John D. Johns


         *                       Director                         April 14, 1999
----------------------------
John J. McMahon, Jr.


         *                       Director                         April 14, 1999
----------------------------
C. Phillip McWane


         *                       Director                         April 14, 1999
----------------------------
William D. Montgomery


         *                       Director                         April 14, 1999
----------------------------
Drayton Nabors, Jr.


         *                       Director                         April 14, 1999
----------------------------
C. Lloyd Nix


         *                       Director                         April 14, 1999
----------------------------
G. Ruffner Page, Jr.


         *                       Director                         April 14, 1999
----------------------------
William E. Sexton


         *                       Director                         April 14, 1999
----------------------------
W. Stancil Starnes


*By /s/ John H. Holcomb, III     Attorney-in-Fact                 April 14, 1999
    ------------------------                                  
    John H. Holcomb, III

                                       5
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------

   Exhibit    Description                                                Page
   -------    -----------                                                ----
              
   5          Opinion and Consent of Maynard, Cooper & 
              Gale, P.C.
              
   23.1       Consent of PricewaterhouseCoopers LLP.
              
   23.2       Consent of Maynard, Cooper & Gale, P.C. (included in
              Exhibit 5 hereto).
              
   24         Power of Attorney of the Officers and Directors of the
              Registrant.

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18780}]
{"company-data": {"conformed-name": "ALABAMA NATIONAL BANCORPORATION", "cik": "0000926966", "assigned-sic": "6022", "irs-number": "631114426", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76315", "film-number": "99593900"}, "business-address": {"street1": "1927 FIRST AVENUE NORTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35209", "phone": "2055833600"}, "mail-address": {"street1": "1927 FIRST AVENUE NORTH", "street2": "1927 FIRST AVENUE NORTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35209"}}
As filed with the Securities and Exchange Commission on April 14, 1999

                                            REGISTRATION NO. 333-_______________

          ==========================================================

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

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

                        ALABAMA NATIONAL BANCORPORATION
              (Exact Name of Issuer as Specified in Its Charter)

             DELAWARE                             63-1114426
     (State of incorporation)         (I.R.S. Employer Identification No.)

                            1927 FIRST AVENUE NORTH
                           BIRMINGHAM, ALABAMA 35203
                   (Address of Principal Executive Offices)

                        ALABAMA NATIONAL BANCORPORATION
                        DEFERRED COMPENSATION PLAN FOR
                NON-EMPLOYEE DIRECTORS OF THE SUBSIDIARY BANKS
                           (Full Title of the Plan)
                               _________________

                             JOHN H. HOLCOMB, III
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                            1927 FIRST AVENUE NORTH
                          BIRMINGHAM, ALABAMA  35203
                                (205) 583-3600
                    (Name and Address of Agent for Service)

                                With a Copy to:

                               GREGORY S. CURRAN
                         MAYNARD, COOPER & GALE, P.C.
                            1901 SIXTH AVENUE NORTH
                                  SUITE 2400
                          BIRMINGHAM, ALABAMA  35203

                               _________________
CALCULATION OF REGISTRATION FEE
================================================================================================

                                                              PROPOSED
 TITLE OF                                  PROPOSED MAXIMUM   MAXIMUM             AMOUNT OF
 SECURITIES BEING       AMOUNT BEING       OFFERING PRICE     AGGREGATE           REGISTRATION
 REGISTERED             REGISTERED (1)     PER SHARE(1)       OFFERING PRICE(1)   FEE
------------------------------------------------------------------------------------------------
Common Stock, $1.00
 par value              50,000(2)          $22.875            $1,143,750.00        $317.96
 
================================================================================================
(1) Pursuant to Rule 457, the offering price is estimated solely for the purpose
    of determining the registration fee and is based on the average of the bid
    and asked prices of the common stock of Alabama National Bancorporation on
    April 8, 1999.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
    of shares of securities registered in this Registration Statement will be
    increased as a result of future stock splits, stock dividends or similar
    transactions.
PART I

                               EXPLANATORY NOTE
                               ----------------

          This Registration Statement is being filed in order to register 50,000
shares of common stock, $1.00 par value per share ("Company Stock"), of Alabama
National Bancorporation (the "Registrant"), which may be sold pursuant to the
terms and conditions of the Company's Deferred Compensation Plan for Non-
Employee Directors of the Subsidiary Banks, as amended (the "Plan").

          A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) 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 by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated into this
Registration Statement by reference:

          1.   The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

          2.   All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997.

          3.   The description of the Registrant's shares of Common Stock, par
value $1.00 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the Exchange
Act, including all amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the Common Stock offered
hereby.

          All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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 such documents.

          Any statement contained herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.
------    ------------------------- 

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
------    -------------------------------------- 

          Not Applicable.

                                       1
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------    ----------------------------------------- 

          The Certificate of Incorporation, as amended, of the Registrant
contains a provision which, subject to certain exceptions described below,
eliminates the liability of a director to the Registrant or its stockholders for
monetary damages for any breach of duty as a director. This provision does not
eliminate the liability of the director (i) for violations of his duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or involving intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (the "DGCL")
relating to unlawful dividends and distributions, or (iv) for any transaction
from which the director derived an improper personal benefit.

          The Bylaws of the Registrant require the Registrant to indemnify any
person who was, is or is threatened to be made a named defendant or respondent
in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of service by such
person as a director of the Registrant or any other corporation, including the
subsidiary banks of the Registrant, for which he served as such at the request
of the Registrant. Directors are entitled to be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by the
director in connection with the proceeding, except that no payments may be made
with respect to liability which is not eliminated pursuant to the provision of
the Registrant's Certificate of Incorporation described in the preceding
paragraph. Directors are also entitled to have the Registrant advance any such
expenses prior to final disposition of the proceeding, upon delivery of a
written affirmation by the director of his good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking
to repay the amounts advanced if it is ultimately determined that the standard
of conduct has not been met.

          In addition to the Bylaws of the Registrant, Section 145(c) of the
DGCL requires the Registrant to indemnify any director who has been successful
on the merits or otherwise in defending any proceeding described above which has
arisen prior to July 1, 1997. The DGCL also provides that a court may order
indemnification of a director if it determines that the director is fairly and
reasonably entitled to such indemnification.

          The Board of Directors of the Registrant also has the authority to
extend to officers, employees and agents the same indemnification rights held by
directors, subject to all of the accompanying conditions and obligations. The
Board of Directors has extended indemnification rights to all of its executive
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
------    ----------------------------------- 

          Not Applicable.

ITEM 8.   EXHIBITS.
------    -------- 

          The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:

          5    Opinion and Consent of Maynard, Cooper & Gale, P.C.

          23.1 Consent of PricewaterhouseCoopers LLP.

          23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5
               hereto).

          24   Power of Attorney of the Officers and Directors of the
               Registrant.
               
ITEM 9.   UNDERTAKINGS.
------    ------------ 

          (a)  The undersigned Registrant hereby undertakes 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 this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information set forth in
this Registration

                                       2
Statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; provided
however, that such undertakings set forth in (i) and (ii) above do not apply to
the extent the information required to be included in a post-effective amendment
is contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

          The undersigned Registrant further undertakes, 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.

          The undersigned Registrant further undertakes 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 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

          Insofar as indemnification for liabilities arising under the
Securities Act 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.

                                       3
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act, 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 Birmingham, State of Alabama, on April 14, 1999.

                              ALABAMA NATIONAL BANCORPORATION

                              By: /s/ John H. Holcomb, III
                                 ---------------------------------------
                                    John H. Holcomb, III
                                    Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                        Title                            Date
---------                        -----                            ----

/s/ John H. Holcomb, III         Chairman, Chief Executive        April 14, 1999
---------------------------      Officer, and Director   
John H. Holcomb, III             (Principal Executive Officer) 
                                 

/s/ Victor E. Nichol, Jr.        President, Chief Operating       April 14, 1999
---------------------------      Officer, and Director 
Victor E. Nichol, Jr.            

/s/ William E. Matthews, V       Executive Vice President and     April 14, 1999
---------------------------      Chief Financial Officer 
William E. Matthews, V           (Principal Financial Officer) 
                                 

/s/ James S. Parks, Jr.          Senior Vice President-Finance,   April 14, 1999
---------------------------      Treasurer (Principal Accounting    
James S. Parks, Jr.              Officer)                        
                                 

         *                       Director                         April 14, 1999
---------------------------
W. Ray Barnes

         *                       Vice Chairman and Director       April 14, 1999
---------------------------
Dan M. David

         *                       Director                         April 14, 1999
---------------------------
T. Morris Hackney

                                       4
Signature                        Title                            Date
---------                        -----                            ----

         *                       Director                         April 14, 1999
----------------------------
John D. Johns

         *                       Director                         April 14, 1999
----------------------------
John J. McMahon, Jr.

         *                       Director                         April 14, 1999
----------------------------
C. Phillip McWane

         *                       Director                         April 14, 1999
----------------------------
William D. Montgomery

         *                       Director                         April 14, 1999
----------------------------
Drayton Nabors, Jr.

         *                       Director                         April 14, 1999
----------------------------
C. Lloyd Nix

         *                       Director                         April 14, 1999
----------------------------
G. Ruffner Page, Jr.

         *                       Director                         April 14, 1999
----------------------------
William E. Sexton

         *                       Director                         April 14, 1999
----------------------------
W. Stancil Starnes

*By /s/ John H. Holcomb, III     Attorney-in-Fact                 April 14, 1999
    ------------------------                                  
    John H. Holcomb, III

                                       5
INDEX TO EXHIBITS
                               -----------------

   Exhibit    Description                                                Page
   -------    -----------                                                ----
              
   5          Opinion and Consent of Maynard, Cooper & 
              Gale, P.C.
              
   23.1       Consent of PricewaterhouseCoopers LLP.
              
   23.2       Consent of Maynard, Cooper & Gale, P.C. (included in
              Exhibit 5 hereto).
              
   24         Power of Attorney of the Officers and Directors of the
              Registrant.

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