<PAGE>
 
     As filed with the Securities and Exchange Commission on August 8, 1996

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            GEORGIA BANCSHARES, INC.
             (Exact Name of Registrant as Specified In Its Charter)

        Georgia                                                  58-2176047
(State of Incorporation)                                   (I.R.S. Employer
                                                        Identification No.)

                           3333 Lawrenceville Highway
                             Tucker, Georgia  30084
              (Address of principal executive office and zip code)


                     --------------------------------------
                            GEORGIA BANCSHARES, INC.
                      EMPLOYEE INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                     --------------------------------------


<TABLE>
<CAPTION> 
<S>                                               <C>
                 Ted A. Murphy                            With a copy to:
            Georgia Bancshares, Inc.                  Stanley H. Pollock, Esq.
           3333 Lawrenceville Highway                  Gilbert H. Davis, Esq.
             Tucker, Georgia  30084                       Holland & Knight
                 (770) 491-3333                              Suite 2000
 (Name, address and telephone number, including         One Atlantic Center
        area code, of agent for service)          1201 West Peachtree Street, N.E.
                                                    Atlanta, Georgia  30309-3400
                                                           (404) 817-8500
</TABLE>


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================== 
                                 Proposed    Proposed
   Title of                      Maximum     Maximum
  Securities        Amount       Offering   Aggregate     Amount of
    to be           to be       Price Per    Offering   Registration
  Registered    Registered (1)  Share (2)   Price (2)      Fee (2)
- --------------------------------------------------------------------
<S>             <C>             <C>         <C>         <C>
Common Stock     40,000 shs.        $9.80    $392,000        $135.17
====================================================================
</TABLE>

(1)  This Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may become deliverable as a result of
     future adjustments in accordance with the terms of the Georgia Bancshares,
     Inc. Employee Incentive Stock Option Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the book value of the Common
     Stock of Georgia Bancshares, Inc. (the "Company") on March 31, 1996.

                                       1
<PAGE>
 
                                 PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Georgia Bancshares, Inc. (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by reference in this
Registration Statement, and further states that all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

     (a)  The Registrant's Annual Report on Form 10-KSB for the year ended
          December 31, 1995.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 since December 31, 1995.

     (c)  The description of the Registrant's Common Stock contained in the Form
          8-K Current Report and Registration Statement, dated August 5, 1995
          which constitutes the Registrant's Registration Statement under
          Section 12(g) of the Securities Exchange Act of 1934.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides
that a corporation's articles of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of duty of care or other
duty as a director.  This Section also provides, however, that such a provision
shall not eliminate or limit the liability of a director (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions involving intentional misconduct or a
knowing violation of law, (iii) for certain other types of liability set forth
in the Code, and (iv) for transactions from which the director derived an
improper personal benefit.  Article 6 of the Registrant's Articles of
Incorporation contains

                                       2
<PAGE>
 
a provision eliminating or limiting the personal liability of a director of the
Registrant to the fullest extent authorized by the Georgia Business Corporation
Code.

     In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business
Corporation Code, provides for indemnification of directors and officers of the
Registrant for liability and expenses reasonably incurred by them in connection
with any civil, criminal, administrative or investigative action, suit or
proceeding in which they may become involved by reason of being a director or
officer of the Registrant.  Indemnification is permitted if the director or
officer acted in a manner which he believed in good faith to be in or not
opposed to the best interests of the Registrant and, with respect to criminal
actions, if he had no reasonable cause to believe his conduct to be unlawful;
provided that the Registrant may not indemnify any director (i) in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation; or (ii) in connection with any other
proceeding in which he was adjudged liable on the basis that personal profit was
improperly received by him.  Article 8 of the Registrant's Articles of
Incorporation contains a provision providing for the indemnification of officers
and directors and advancement of expenses to the fullest extent authorized by
the Georgia Business Corporation Code.

     The Registrant has purchased and maintains directors' and officers'
liability insurance which insures against liabilities that directors and
officers of the Registrant may incur in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

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

     4              Georgia Bancshares, Inc. Employee Incentive Stock Option
                    Plan
 
     5              Opinion of Holland & Knight, as to the legality of the
                    securities being registered

     23.1           Consent of Holland & Knight (included in Exhibit 5 hereto)

     23.2           Consent of Evans, Porter, Bryan & Co., independent certified
                    public accountants

     24             Power of Attorney (included in signature page)

                                       3
<PAGE>
 
ITEM 9.  UNDERTAKINGS

     A.  The undersigned Registrant hereby undertakes that it will:

     (1)  File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.

     (2)  For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

     (3)  File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

     B.  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.

                                       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 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 Tucker, State of Georgia, on this 11th day of July,
1996.

                                               GEORGIA BANCSHARES, INC.       
                                                                              
                                                                              
                                                                              
                                               By: /s/ Ted A. Murphy          
                                                  ----------------------------
                                                       Ted A. Murphy          
                                                       President


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of TED A. MURPHY and DAVID L. EDGAR, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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 and on the dates indicated.

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


/s/ Ted A. Murphy               President (Principal Executive    July 11, 1996
- ----------------------------    Officer) and Director    
Ted A. Murphy               


/s/ Eugene L. Argo              Director                          July 11, 1996
- ----------------------------                                         
Eugene L. Argo

                                       5
<PAGE>
 
/s/ James L. Armstrong, Jr.     Director                          July 11, 1996
- ---------------------------                                          
James L. Armstrong, Jr.


/s/ Thomas M. Carnes            Director                          July 11, 1996
- ---------------------------                                           
Thomas M. Carnes


/s/ Jerome S. Merlin            Director                          July 11, 1996
- ----------------------------                                         
Jerome S. Merlin


/s/ Dean T. Teusaw              Director                          July 11, 1996
- ----------------------------                                         
Dean T. Teusaw


/s/ H.E. Norton                 Director                          July 11, 1996
- ----------------------------                                           
H. E. Norton

/s/ David L. Edgar              Principal Financial Officer      July 11, 1996
- ----------------------------    and Principal Accounting Officer 
David L. Edgar                  

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
 
Exhibit No.                     Description                   
- -----------                     -----------                   
<S>            <C>                                            
 
4              Georgia Bancshares, Inc. Employee              
               Incentive Stock Option Plan
 
5              Opinion of Holland & Knight,                   
               as to the legality of the securities
               being registered
 
23.1           Consent of Holland & Knight                    
               (included in Exhibit 5 hereto)
 
23.2           Consent of Evans, Porter, Bryan & Co.,         
               independent certified public accountants
 
24             Power of Attorney (included in signature page) 
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14922}]
{"company-data": {"conformed-name": "GEORGIA BANCSHARES INC /GA/", "cik": "0000944169", "assigned-sic": "6022", "irs-number": "582176047", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09827", "film-number": "96606594"}, "business-address": {"street1": "3333 LAWRENCEVILLE HWY", "city": "TUCKER", "state": "GA", "zip": "30084", "phone": "4044913333"}, "mail-address": {"street1": "3333 LAWRENCEVILLE HWY", "city": "TUCKER", "state": "GA", "zip": "30084"}}
As filed with the Securities and Exchange Commission on August 8, 1996

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                            GEORGIA BANCSHARES, INC.
             (Exact Name of Registrant as Specified In Its Charter)

        Georgia                                                  58-2176047
(State of Incorporation)                                   (I.R.S. Employer
                                                        Identification No.)

                           3333 Lawrenceville Highway
                             Tucker, Georgia  30084
              (Address of principal executive office and zip code)

                     --------------------------------------
                            GEORGIA BANCSHARES, INC.
                      EMPLOYEE INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                     --------------------------------------
Ted A. Murphy                            With a copy to:
            Georgia Bancshares, Inc.                  Stanley H. Pollock, Esq.
           3333 Lawrenceville Highway                  Gilbert H. Davis, Esq.
             Tucker, Georgia  30084                       Holland & Knight
                 (770) 491-3333                              Suite 2000
 (Name, address and telephone number, including         One Atlantic Center
        area code, of agent for service)          1201 West Peachtree Street, N.E.
                                                    Atlanta, Georgia  30309-3400
                                                           (404) 817-8500
CALCULATION OF REGISTRATION FEE
==================================================================== 
                                 Proposed    Proposed
   Title of                      Maximum     Maximum
  Securities        Amount       Offering   Aggregate     Amount of
    to be           to be       Price Per    Offering   Registration
  Registered    Registered (1)  Share (2)   Price (2)      Fee (2)
- --------------------------------------------------------------------
Common Stock     40,000 shs.        $9.80    $392,000        $135.17
====================================================================
(1)  This Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may become deliverable as a result of
     future adjustments in accordance with the terms of the Georgia Bancshares,
     Inc. Employee Incentive Stock Option Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the book value of the Common
     Stock of Georgia Bancshares, Inc. (the "Company") on March 31, 1996.

                                       1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          Georgia Bancshares, Inc. (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by reference in this
Registration Statement, and further states that all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.

     (a)  The Registrant's Annual Report on Form 10-KSB for the year ended
          December 31, 1995.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 since December 31, 1995.

     (c)  The description of the Registrant's Common Stock contained in the Form
          8-K Current Report and Registration Statement, dated August 5, 1995
          which constitutes the Registrant's Registration Statement under
          Section 12(g) of the Securities Exchange Act of 1934.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides
that a corporation's articles of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of duty of care or other
duty as a director.  This Section also provides, however, that such a provision
shall not eliminate or limit the liability of a director (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions involving intentional misconduct or a
knowing violation of law, (iii) for certain other types of liability set forth
in the Code, and (iv) for transactions from which the director derived an
improper personal benefit.  Article 6 of the Registrant's Articles of
Incorporation contains

                                       2
a provision eliminating or limiting the personal liability of a director of the
Registrant to the fullest extent authorized by the Georgia Business Corporation
Code.

     In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business
Corporation Code, provides for indemnification of directors and officers of the
Registrant for liability and expenses reasonably incurred by them in connection
with any civil, criminal, administrative or investigative action, suit or
proceeding in which they may become involved by reason of being a director or
officer of the Registrant.  Indemnification is permitted if the director or
officer acted in a manner which he believed in good faith to be in or not
opposed to the best interests of the Registrant and, with respect to criminal
actions, if he had no reasonable cause to believe his conduct to be unlawful;
provided that the Registrant may not indemnify any director (i) in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation; or (ii) in connection with any other
proceeding in which he was adjudged liable on the basis that personal profit was
improperly received by him.  Article 8 of the Registrant's Articles of
Incorporation contains a provision providing for the indemnification of officers
and directors and advancement of expenses to the fullest extent authorized by
the Georgia Business Corporation Code.

     The Registrant has purchased and maintains directors' and officers'
liability insurance which insures against liabilities that directors and
officers of the Registrant may incur in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

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

     4              Georgia Bancshares, Inc. Employee Incentive Stock Option
                    Plan
 
     5              Opinion of Holland & Knight, as to the legality of the
                    securities being registered

     23.1           Consent of Holland & Knight (included in Exhibit 5 hereto)

     23.2           Consent of Evans, Porter, Bryan & Co., independent certified
                    public accountants

     24             Power of Attorney (included in signature page)

                                       3
ITEM 9.  UNDERTAKINGS

     A.  The undersigned Registrant hereby undertakes that it will:

     (1)  File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.

     (2)  For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

     (3)  File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

     B.  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.

                                       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 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 Tucker, State of Georgia, on this 11th day of July,
1996.

                                               GEORGIA BANCSHARES, INC.       
                                                                              
                                                                              
                                                                              
                                               By: /s/ Ted A. Murphy          
                                                  ----------------------------
                                                       Ted A. Murphy          
                                                       President

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of TED A. MURPHY and DAVID L. EDGAR, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all 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 said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, 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 and on the dates indicated.

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

/s/ Ted A. Murphy               President (Principal Executive    July 11, 1996
- ----------------------------    Officer) and Director    
Ted A. Murphy               

/s/ Eugene L. Argo              Director                          July 11, 1996
- ----------------------------                                         
Eugene L. Argo

                                       5
/s/ James L. Armstrong, Jr.     Director                          July 11, 1996
- ---------------------------                                          
James L. Armstrong, Jr.

/s/ Thomas M. Carnes            Director                          July 11, 1996
- ---------------------------                                           
Thomas M. Carnes

/s/ Jerome S. Merlin            Director                          July 11, 1996
- ----------------------------                                         
Jerome S. Merlin

/s/ Dean T. Teusaw              Director                          July 11, 1996
- ----------------------------                                         
Dean T. Teusaw

/s/ H.E. Norton                 Director                          July 11, 1996
- ----------------------------                                           
H. E. Norton

/s/ David L. Edgar              Principal Financial Officer      July 11, 1996
- ----------------------------    and Principal Accounting Officer 
David L. Edgar                  

                                       6
INDEX TO EXHIBITS
Exhibit No.                     Description                   
- -----------                     -----------
4              Georgia Bancshares, Inc. Employee              
               Incentive Stock Option Plan
 
5              Opinion of Holland & Knight,                   
               as to the legality of the securities
               being registered
 
23.1           Consent of Holland & Knight                    
               (included in Exhibit 5 hereto)
 
23.2           Consent of Evans, Porter, Bryan & Co.,         
               independent certified public accountants
 
24             Power of Attorney (included in signature page)
7