<PAGE>
 
                         ______________________________

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

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


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


<TABLE>
<S>                                <C>                                           <C>
             GEORGIA                          2180 ATLANTA PLAZA                       58-1793778
-------------------------------                                                     ----------------
(State or other jurisdiction of           950 EAST PACES FERRY ROAD                 (I.R.S. Employer                          
incorporation or organization)              ATLANTA, GEORGIA 30326               Identification Number)  
                                   ----------------------------------------
                                   (Address of principal executive offices)
</TABLE> 
 
                           PREMIER BANCSHARES, INC.
                         EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)
                      ----------------------------------

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                        PROPOSED        PROPOSED
TITLE OF                MAXIMUM         MAXIMUM
SECURITIES               AMOUNT         OFFERING       AGGREGATE        AMOUNT OF
TO BE                    TO BE           PRICE         OFFERING       REGISTRATION
REGISTERED             REGISTERED     PER SHARE(1)     PRICE(1)          FEE(1)
------------------  ----------------  ------------  ---------------  ---------------
<S>                 <C>               <C>           <C>              <C>
Common
Stock, par value
$1.00 per share     2,000,000 shares    $  26.69     $ [53,380,000]       [15,748]
------------------------------------------------------------------------------------ 
</TABLE>

(1)  Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
     low prices of the registrant's common stock on July 24, 1998, as reported
     on the American Stock Exchange.

                                 _____________
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
------    --------------------------------------- 

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

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1997, filed with the Commission on March 17, 1998.

          (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
     1998, filed with the Commission on May 15, 1998.

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

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

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

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

          Not applicable.

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

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

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

          The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities.  Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense.  The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to, the best interests of the Company,
or, with respect to any criminal proceeding, had no reasonable cause to

                                     II-1
<PAGE>
 
believe their conduct was unlawful, if a determination has been made that they
have met these standards of conduct. Such indemnification in connection with a
proceeding by or in the right of the Company, however, is limited to reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.
The Company must also provide advancement of expenses incurred by any director
or officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.

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

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

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

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

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

          Not applicable.

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

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

     NUMBER              DESCRIPTION
     ------              -----------

     4.1       Articles of Incorporation of Premier Bancshares, Inc., as amended
               (Incorporated by reference from Exhibit 3.1 to the Company's Form
               10-K for the fiscal year ended December 31, 1996).

     4.2       Bylaws of Premier Bancshares, Inc. (Incorporated by reference
               from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
               ended September 30, 1996).

     4.3       Amendment to Bylaws of Premier Bancshares, Inc. (Incorporated by
               reference from Exhibit 3.3 to the Company's Form 10-K for the
               fiscal year ended December 31, 1997).

     4.4       Form of Stock Certificate (Incorporated by reference from Exhibit
               4.1 to the Company's Form 10-K for the fiscal year ended December
               31, 1996).

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

                                     II-2
<PAGE>
 
          23.1       Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
                     contained in its opinion filed as Exhibit 5.

          23.2       Ernst & Young LLP

          23.3       Consent of Mauldin & Jenkins, LLC.

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

          99         Premier Bancshares, Inc. Employee Stock Purchase Plan.

ITEM 9.   UNDERTAKINGS.
------    ------------ 

(a)       The Company hereby undertakes:

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

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

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

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
          --------  -------                                                  
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Company pursuant to Section
          13 or Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

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

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

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

(c)       Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such

                                     II-3
<PAGE>
 
     liabilities (other than the payment by the Company of expenses incurred or
     paid by a director, officer or controlling person of the Company in the
     successful defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, the Company will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                     II-4
<PAGE>
 
                                  SIGNATURES



          Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 27th day of
July, 1998.


                                 PREMIER BANCSHARES, INC.



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


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears on
the signature pages to this Registration Statement hereby constitutes and
appoints Darrell D. Pittard and Robert C. Oliver, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, exhibits thereto and other documents in connection therewith, to
this Registration Statement, to make such changes in the Registration Statement
as such attorneys-in-fact deems appropriate, and to file the same, with all
exhibits thereto and other documents in connection therewish with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do so and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 27, 1998.

  /s/ Darrell D. Pittard                       /s/ John H. Ferguson
-------------------------------              ------------------------------- 
Name:  Darrell D. Pittard                    Name:  John H. Ferguson, D.D.S.
Title:  Chairman of the Board                Title:  Director
and Chief Executive Officer
(principal executive officer)

  /s/ Robert C. Oliver                         /s/ James E. Freeman
--------------------------------             ------------------------------- 
Name:  Robert C. Oliver                       Name:  James E. Freeman
Title:  President, Chief Operating Officer    Title:  Director
and Director

  /s/ Robert E. Flourney III                   /s/ A. F. Gandy
-------------------------------              ------------------------------- 
Robert E. Flourney III                        Name:  A. F. Gandy
Title: Director                               Title:  Director

  /s/ N. Michael Anderson                      /s/ Robin R. Howell
-------------------------------              ------------------------------- 
Name:  N. Michael Anderson                    Name:  Robin R. Howell
Title:  Director                              Title:  Director

                                     II-5 
<PAGE>
 

  /s/ George S. Carpenter, Jr.                 /s/ Billy H. Martin
-------------------------------              -------------------------------  
Name:  George S. Carpenter, Jr.               Name:  Billy H. Martin
Title:  Director                              Title:  Director

 /s/ James L. Coxwell, Sr.                     /s/ C. Steve McQuaig
-------------------------------              -------------------------------  
Name:  James L. Coxwell, Sr.                  Name:  C. Steve McQuaig
Title:  Director                              Title:  Director

 /s/ Don N. Ellis                              /s/ Thomas E. Owen, Jr.
-------------------------------              -------------------------------  
Name:  Don N. Ellis                           Name:  Thomas E. Owen, Jr.
Title:  Director                              Title:  Director

 /s/ William M. Evans, Jr.                     /s/ Michael E. Ricketson
-------------------------------              -------------------------------  
Name:  William M. Evans, Jr.                  Name:  Michael E. Ricketson
Title:  Director                              Title:  Executive Vice President
                                              and Chief Financial Officer
                                              (principal financial and 
                                              accounting officer)

 /s/ John E. Aderhold                          /s/ Glenn S. White
-------------------------------              -------------------------------  
Name:  John E. Aderhold                       Name:  Glenn S. White
Title:  Director                              Title:  Director

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

                                     II-6
<PAGE>
 
                                 EXHIBIT INDEX
                                      TO
                     REGISTRATION STATEMENT ON FORM S-8 OF
                           PREMIER BANCSHARES, INC.

 
     NUMBER    DESCRIPTION
     ------    -----------

     4.1       Articles of Incorporation of Premier Bancshares, Inc., as amended
               (Incorporated by reference from Exhibit 3.1 to the Company's Form
               10-K for the fiscal year ended December 31, 1996). *

     4.2       Bylaws of Premier Bancshares, Inc. (Incorporated by reference
               from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
               ended September 30, 1996). *

     4.3       Amendment to Bylaws of Premier Bancshares, Inc. (Incorporated by
               reference from Exhibit 3.3 to the Company's Form 10-K for the
               fiscal year ended December 31, 1997). *

     4.4       Form of Stock Certificate (Incorporated by reference from Exhibit
               4.1 to the Company's Form 10-K for the fiscal year ended December
               31, 1996). *

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

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

     23.2      Consent of Ernst & Young LLP.

     23.3      Consent of Mauldin & Jenkins, LLC.

     24        Power of Attorney.

     99        Premier Bancshares, Inc. Employee Stock Purchase Plan.


_______________
* Incorporated by reference.

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22041}]
{"company-data": {"conformed-name": "PREMIER BANCSHARES INC /GA", "cik": "0000836616", "assigned-sic": "6022", "irs-number": "581793778", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60249", "film-number": "98674575"}, "business-address": {"street1": "2180 ATLANTA PLAZA", "street2": "950 EAST PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "4048143090"}, "mail-address": {"street1": "2180 ATLANTA PLAZA", "street2": "950 EAST PACES FERRY ROAD", "city": "ATLANTA", "state": "GA", "zip": "30326"}, "former-company": [{"former-conformed-name": "FIRST ALLIANCE/PREMIER BANCSHARES INC", "date-changed": "19970108"}, {"former-conformed-name": "FIRST ALLIANCE BANCORP", "date-changed": "19960711"}]}
______________________________

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

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

                           PREMIER BANCSHARES, INC.
           ________________________________________________________
            (Exact name of registrant as specified in its charter)
GEORGIA                          2180 ATLANTA PLAZA                       58-1793778
-------------------------------                                                     ----------------
(State or other jurisdiction of           950 EAST PACES FERRY ROAD                 (I.R.S. Employer                          
incorporation or organization)              ATLANTA, GEORGIA 30326               Identification Number)  
                                   ----------------------------------------
                                   (Address of principal executive offices)
PREMIER BANCSHARES, INC.
                         EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)
                      ----------------------------------

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

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
                        PROPOSED        PROPOSED
TITLE OF                MAXIMUM         MAXIMUM
SECURITIES               AMOUNT         OFFERING       AGGREGATE        AMOUNT OF
TO BE                    TO BE           PRICE         OFFERING       REGISTRATION
REGISTERED             REGISTERED     PER SHARE(1)     PRICE(1)          FEE(1)
------------------  ----------------  ------------  ---------------  ---------------
Common
Stock, par value
$1.00 per share     2,000,000 shares    $  26.69     $ [53,380,000]       [15,748]
------------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
     low prices of the registrant's common stock on July 24, 1998, as reported
     on the American Stock Exchange.

                                 _____________
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
------    --------------------------------------- 

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

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1997, filed with the Commission on March 17, 1998.

          (b)  Quarterly Report on Form 10-Q for the quarter ended March 31,
     1998, filed with the Commission on May 15, 1998.

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

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

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

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

          Not applicable.

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

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

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

          The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities.  Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense.  The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to, the best interests of the Company,
or, with respect to any criminal proceeding, had no reasonable cause to

                                     II-1
believe their conduct was unlawful, if a determination has been made that they
have met these standards of conduct. Such indemnification in connection with a
proceeding by or in the right of the Company, however, is limited to reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.
The Company must also provide advancement of expenses incurred by any director
or officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.

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

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

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

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

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

          Not applicable.

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

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

     NUMBER              DESCRIPTION
     ------              -----------

     4.1       Articles of Incorporation of Premier Bancshares, Inc., as amended
               (Incorporated by reference from Exhibit 3.1 to the Company's Form
               10-K for the fiscal year ended December 31, 1996).

     4.2       Bylaws of Premier Bancshares, Inc. (Incorporated by reference
               from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
               ended September 30, 1996).

     4.3       Amendment to Bylaws of Premier Bancshares, Inc. (Incorporated by
               reference from Exhibit 3.3 to the Company's Form 10-K for the
               fiscal year ended December 31, 1997).

     4.4       Form of Stock Certificate (Incorporated by reference from Exhibit
               4.1 to the Company's Form 10-K for the fiscal year ended December
               31, 1996).

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

                                     II-2
23.1       Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
                     contained in its opinion filed as Exhibit 5.

          23.2       Ernst & Young LLP

          23.3       Consent of Mauldin & Jenkins, LLC.

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

          99         Premier Bancshares, Inc. Employee Stock Purchase Plan.

ITEM 9.   UNDERTAKINGS.
------    ------------ 

(a)       The Company hereby undertakes:

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

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

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

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
          --------  -------                                                  
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Company pursuant to Section
          13 or Section 15(d) of the Exchange Act that are incorporated by
          reference in the Registration Statement.

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

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

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

(c)       Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Company pursuant to the foregoing provisions, or
          otherwise, the Company has been advised that in the opinion of the
          Commission such indemnification is against public policy as expressed
          in the Securities Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such

                                     II-3
liabilities (other than the payment by the Company of expenses incurred or
     paid by a director, officer or controlling person of the Company in the
     successful defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, the Company will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 27th day of
July, 1998.

                                 PREMIER BANCSHARES, INC.

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

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears on
the signature pages to this Registration Statement hereby constitutes and
appoints Darrell D. Pittard and Robert C. Oliver, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, exhibits thereto and other documents in connection therewith, to
this Registration Statement, to make such changes in the Registration Statement
as such attorneys-in-fact deems appropriate, and to file the same, with all
exhibits thereto and other documents in connection therewish with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do so and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 27, 1998.

  /s/ Darrell D. Pittard                       /s/ John H. Ferguson
-------------------------------              ------------------------------- 
Name:  Darrell D. Pittard                    Name:  John H. Ferguson, D.D.S.
Title:  Chairman of the Board                Title:  Director
and Chief Executive Officer
(principal executive officer)

  /s/ Robert C. Oliver                         /s/ James E. Freeman
--------------------------------             ------------------------------- 
Name:  Robert C. Oliver                       Name:  James E. Freeman
Title:  President, Chief Operating Officer    Title:  Director
and Director

  /s/ Robert E. Flourney III                   /s/ A. F. Gandy
-------------------------------              ------------------------------- 
Robert E. Flourney III                        Name:  A. F. Gandy
Title: Director                               Title:  Director

  /s/ N. Michael Anderson                      /s/ Robin R. Howell
-------------------------------              ------------------------------- 
Name:  N. Michael Anderson                    Name:  Robin R. Howell
Title:  Director                              Title:  Director

                                     II-5
/s/ George S. Carpenter, Jr.                 /s/ Billy H. Martin
-------------------------------              -------------------------------  
Name:  George S. Carpenter, Jr.               Name:  Billy H. Martin
Title:  Director                              Title:  Director

 /s/ James L. Coxwell, Sr.                     /s/ C. Steve McQuaig
-------------------------------              -------------------------------  
Name:  James L. Coxwell, Sr.                  Name:  C. Steve McQuaig
Title:  Director                              Title:  Director

 /s/ Don N. Ellis                              /s/ Thomas E. Owen, Jr.
-------------------------------              -------------------------------  
Name:  Don N. Ellis                           Name:  Thomas E. Owen, Jr.
Title:  Director                              Title:  Director

 /s/ William M. Evans, Jr.                     /s/ Michael E. Ricketson
-------------------------------              -------------------------------  
Name:  William M. Evans, Jr.                  Name:  Michael E. Ricketson
Title:  Director                              Title:  Executive Vice President
                                              and Chief Financial Officer
                                              (principal financial and 
                                              accounting officer)

 /s/ John E. Aderhold                          /s/ Glenn S. White
-------------------------------              -------------------------------  
Name:  John E. Aderhold                       Name:  Glenn S. White
Title:  Director                              Title:  Director

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

                                     II-6
EXHIBIT INDEX
                                      TO
                     REGISTRATION STATEMENT ON FORM S-8 OF
                           PREMIER BANCSHARES, INC.

 
     NUMBER    DESCRIPTION
     ------    -----------

     4.1       Articles of Incorporation of Premier Bancshares, Inc., as amended
               (Incorporated by reference from Exhibit 3.1 to the Company's Form
               10-K for the fiscal year ended December 31, 1996). *

     4.2       Bylaws of Premier Bancshares, Inc. (Incorporated by reference
               from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
               ended September 30, 1996). *

     4.3       Amendment to Bylaws of Premier Bancshares, Inc. (Incorporated by
               reference from Exhibit 3.3 to the Company's Form 10-K for the
               fiscal year ended December 31, 1997). *

     4.4       Form of Stock Certificate (Incorporated by reference from Exhibit
               4.1 to the Company's Form 10-K for the fiscal year ended December
               31, 1996). *

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

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

     23.2      Consent of Ernst & Young LLP.

     23.3      Consent of Mauldin & Jenkins, LLC.

     24        Power of Attorney.

     99        Premier Bancshares, Inc. Employee Stock Purchase Plan.

_______________
* Incorporated by reference.

                                     II-7