<PAGE>

    As filed with the Securities and Exchange Commission on June 21, 2001

                                                     Registration 333-__________


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    Form S-8
            Registration Statement Under the Securities Act of 1933

                          ---------------------------

                           THE INTERCEPT GROUP, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   Georgia                               58-2237359
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)              Identification Number)

                     3150 Holcomb Bridge Road, Suite 200,
                           Norcross, Georgia   30071

          (Address, Including Zip Code of Principal Executive Office)

          The InterCept Group, Inc. 2001 Employee Stock Purchase Plan
     ---------------------------------------------------------------------
                           (Full Title of the Plan)

                                John W. Collins
                            Chief Executive Officer
                           The InterCept Group, Inc.
                      3150 Holcomb Bridge Road, Suite 200
                            Norcross, Georgia 30071
                    (Name and address of agent for service)

                                 (770) 840-2700
                                 --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
TITLE OF                        AMOUNT TO BE     PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
SECURITIES TO BE              REGISTERED(1)(2)    OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION FEE
REGISTERED                                          PER SHARE              PRICE
<S>                           <C>                <C>                 <C>                   <C>
--------------------------------------------------------------------------------------------------------------

Common stock, no par value       500,000              $32.39(1)        $16,195,000(1)         $4,049(3)
--------------------------------------------------------------------------------------------------------------
Total                            500,000              $32.39           $16,195,000            $4,049
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low prices of
the common stock on June 18, 2001 as reported by the Nasdaq National Market.

(2) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable under the 2001 Employee Stock Purchase Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration.

(3)  Computed in accordance with Rule 457(h).
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents listed in (a) through (c) below are hereby incorporated by
reference into this Registration Statement.  All documents subsequently filed by
InterCept pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered 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 of such documents:

  (a) InterCept's Annual Report on Form 10-K for the fiscal year ended December
31, 2000;

  (b) all other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2000; and

  (c) the description of InterCept's common stock, no par value per share,
contained in Item 1 of its Registration Statement on Form 8-A, filed with the
Commission on March 25, 1999, as amended on October 1, 1999.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia has passed
upon the validity of the shares of common stock offered under this prospectus
for InterCept. Glenn W. Sturm, a partner of Nelson Mullins, is one of our
directors. As of June 19, 2001, members and employees of Nelson Mullins,
including Mr. Sturm, directly and beneficially owned an aggregate of 427,169
shares of our common stock. InterCept also owns approximately 28% of Netzee,
Inc., and as of June 19, 2001, members and employees of Nelson Mullins,
including Mr. Sturm, directly and beneficially owned an aggregate of 113,263
shares of Netzee's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation of InterCept eliminate, subject to certain
limited exceptions, the personal liability of a director to InterCept or its
shareholders for monetary damage for any breach of duty as a director. There is
no elimination of liability for (i) a breach of duty involving appropriation of
a business opportunity of InterCept; (ii) an act or omission which involves
intentional misconduct or a knowing violation of law; (iii) any transaction from
which the director derives an improper personal benefit; or (iv) as to any
payments of a dividend or any other type of distribution that is illegal under
Section 14-2-832 of the Georgia Business Corporation Code (the "GBCC"). In
addition, if at any time the GBCC is amended to authorize further elimination or
limitation of the personal liability of a director, then the liability of each
director shall be eliminated or limited to the fullest extent permitted by such
provisions, as so amended, without further action by the shareholders, unless
the provisions of the GBCC require such action. The provision does not limit the
right of InterCept or its shareholders to seek injunctive or other equitable
relief not involving payments in the nature of monetary damages.

     InterCept's bylaws contain certain provisions which provide indemnification
to directors that is broader than the protection expressly mandated in Sections
14-2-852 and 14-2-857 of the GBCC. To the extent that a director or officer of
InterCept has been successful, on the merits or otherwise, in the defense of any
action or proceeding brought by reason of the fact that he or she was a director
or officer of InterCept, Sections 14-2-852 and 14-2-857 of the GBCC would
require InterCept to indemnify such person against expenses (including
attorney's fees) actually and reasonably incurred in connection therewith. The
GBCC expressly allows InterCept to provide for greater indemnification rights to
its officers and directors, subject to shareholder approval.


<PAGE>

     The indemnification provisions in InterCept's bylaws require InterCept to
indemnify and hold harmless any director who was or is a party or is threatened
to be made a party, to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (including
any action or suit by or in the right of InterCept) because he or she is or was
a director of InterCept, against expenses (including, but not limited to,
attorney's fees and disbursements, court costs and expert witness fees), and
against judgments, fines, penalties, and amounts paid in settlement incurred by
him or her in connection with the action, suit or proceeding. Indemnification
would be disallowed under any circumstances where indemnification may not be
authorized by action of the board of directors, the shareholders or otherwise.
The board of directors of InterCept also has the authority to extend to
officers, employees and agents the same indemnification rights held by
directors, subject to all the accompanying conditions and obligations.
Indemnified persons would also be entitled to have InterCept advance expenses
prior to the final disposition of the proceeding. If it is ultimately determined
that they are not entitled to indemnification, however, such amounts would be
repaid. Insofar as indemnification for liability arising under the Securities
Act may be permitted to officers and directors of InterCept pursuant to the
foregoing provisions, InterCept has been told that in the opinion of the
Commission, such indemnification is against public policy and is, therefore,
unenforceable.

     InterCept has entered into separate indemnification agreements with each of
its directors and executive officers, whereby it has agreed, among other things,
to provide for indemnification and advancement of expenses in a manner and
subject to terms and conditions similar to those set forth in the bylaws.  These
agreements also provide that InterCept shall purchase and maintain liability
insurance for the benefit of its directors and executive officers. These
agreements may not be abrogated by action of the shareholders. There is no
pending litigation or proceeding involving a director, officer, employee or
other agent of InterCept as to which indemnification is being sought, nor is
InterCept aware of any pending or threatened litigation that may result in
claims for indemnification by any director, officer, employee or other agent.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    The following exhibits are filed with this Registration Statement:

 Exhibit
 Number                               Description of Exhibit
 -------                              ----------------------

   4.1    The InterCept Group, Inc. 2001 Employee Stock Purchase Plan
          (incorporated by reference to Exhibit A of InterCept's Definitive
          Proxy Statement filed on April 11, 2001)

   4.2    Amended and Restated Articles of Incorporation, as deemed filed
          with the Secretary of the State of Georgia on April 29, 1998
          (incorporated by reference to the exhibits to InterCept's Registration
          Statement on Form 8-A (as amended on October 1, 1999)).

   4.3    Amended and Restated Bylaws (incorporated by reference to the
          exhibits to InterCept's Registration Statement on Form 8-A (as amended
          on October 1, 1999)).

   4.4    Amendment to Amended and Restated Bylaws (incorporated by reference
          to the exhibits to InterCept's Registration Statement on Form 8-A (as
          amended on October 1, 1999)).

   5      Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.

   23.1   Consent of Arthur Andersen LLP.

   23.2   Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in
          Exhibit 5).

    24    Power of Attorney (contained on the signature page of this
          Registration Statement).


<PAGE>

ITEM 9.  UNDERTAKINGS.

  InterCept hereby undertakes:

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

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

  (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

  (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i) and (ii) above 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 pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;

(b) 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;

(c) 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.

  InterCept hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of its Annual Report pursuant to Section
13(a) or 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 InterCept
pursuant to the foregoing provisions, or otherwise, InterCept has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by InterCept of expenses incurred or paid by a director, officer or
controlling person of InterCept 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, InterCept 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.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 20th day of June,
2001.


                    THE INTERCEPT GROUP, INC.

                    By: /s/ John W. Collins
                       -------------------------
                       John W. Collins
                       Chief Executive Officer


                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of The InterCept Group, Inc., a Georgia corporation, for himself and
not for one another, does hereby constitute and appoint John W. Collins and
Scott R. Meyerhoff, and each of them, a true and lawful attorney in his name,
place and stead, in any and all capacities, to sign his name to any and all
amendments, including post-effective amendments, to this Registration Statement,
and to sign a Registration Statement pursuant to Section 462(b) of the
Securities Act of 1933, and to cause the same (together with all Exhibits
thereto) to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and each
of the undersigned for himself hereby ratifies and confirms all that said
attorneys or any one of them shall 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.
<TABLE>
<CAPTION>

SIGNATURES                                       TITLE                                      DATE
<S>                              <C>                                                    <C>
 /s/ John W. Collins
-------------------------------
     John W. Collins             Chairman of the Board of Directors and                 June 20, 2001
                                 Chief Executive Officer (Principal Executive Officer)
 /s/ Donny R. Jackson
-------------------------------
     Donny R. Jackson            Director                                               June 20, 2001

 /s/ Scott R. Meyerhoff
-------------------------------
     Scott R. Meyerhoff          Chief Financial Officer and Secretary                  June 20, 2001
                                 (Principal Financial and Accounting Officer)
 /s/ Jon R. Burke
-------------------------------
     Jon R. Burke                Director                                               June 20, 2001


-------------------------------
     Boone A. Knox               Director

 /s/ John D. Schneider, Jr.
-------------------------------
     John D. Schneider, Jr.      Director                                               June 20, 2001

 /s/ Glenn W. Sturm
-------------------------------
     Glenn W. Sturm              Director                                               June 20, 2001

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18618}]
{"company-data": {"conformed-name": "INTERCEPT GROUP INC", "cik": "0001054930", "assigned-sic": "6099", "irs-number": "582237359", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63530", "film-number": "1664726"}, "business-address": {"street1": "3150 HOLCOMB BRIDGE ROAD SUITE 200", "city": "NORCROSS", "state": "GA", "zip": "30071", "phone": "7702489600"}, "mail-address": {"street1": "3150 HOLCOMB BRIDGE ROAD SUITE 200", "city": "NORCROSS", "state": "GA", "zip": "30071"}}
As filed with the Securities and Exchange Commission on June 21, 2001

                                                     Registration 333-__________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    Form S-8
            Registration Statement Under the Securities Act of 1933

                          ---------------------------

                           THE INTERCEPT GROUP, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                   Georgia                               58-2237359
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)              Identification Number)

                     3150 Holcomb Bridge Road, Suite 200,
                           Norcross, Georgia   30071

          (Address, Including Zip Code of Principal Executive Office)

          The InterCept Group, Inc. 2001 Employee Stock Purchase Plan
     ---------------------------------------------------------------------
                           (Full Title of the Plan)

                                John W. Collins
                            Chief Executive Officer
                           The InterCept Group, Inc.
                      3150 Holcomb Bridge Road, Suite 200
                            Norcross, Georgia 30071
                    (Name and address of agent for service)

                                 (770) 840-2700
                                 --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
TITLE OF                        AMOUNT TO BE     PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
SECURITIES TO BE              REGISTERED(1)(2)    OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION FEE
REGISTERED                                          PER SHARE              PRICE
--------------------------------------------------------------------------------------------------------------

Common stock, no par value       500,000              $32.39(1)        $16,195,000(1)         $4,049(3)
--------------------------------------------------------------------------------------------------------------
Total                            500,000              $32.39           $16,195,000            $4,049
--------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low prices of
the common stock on June 18, 2001 as reported by the Nasdaq National Market.

(2) This Registration Statement shall also cover any additional shares of Common
Stock that become issuable under the 2001 Employee Stock Purchase Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration.

(3)  Computed in accordance with Rule 457(h).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The documents listed in (a) through (c) below are hereby incorporated by
reference into this Registration Statement.  All documents subsequently filed by
InterCept pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered 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 of such documents:

  (a) InterCept's Annual Report on Form 10-K for the fiscal year ended December
31, 2000;

  (b) all other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2000; and

  (c) the description of InterCept's common stock, no par value per share,
contained in Item 1 of its Registration Statement on Form 8-A, filed with the
Commission on March 25, 1999, as amended on October 1, 1999.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia has passed
upon the validity of the shares of common stock offered under this prospectus
for InterCept. Glenn W. Sturm, a partner of Nelson Mullins, is one of our
directors. As of June 19, 2001, members and employees of Nelson Mullins,
including Mr. Sturm, directly and beneficially owned an aggregate of 427,169
shares of our common stock. InterCept also owns approximately 28% of Netzee,
Inc., and as of June 19, 2001, members and employees of Nelson Mullins,
including Mr. Sturm, directly and beneficially owned an aggregate of 113,263
shares of Netzee's common stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation of InterCept eliminate, subject to certain
limited exceptions, the personal liability of a director to InterCept or its
shareholders for monetary damage for any breach of duty as a director. There is
no elimination of liability for (i) a breach of duty involving appropriation of
a business opportunity of InterCept; (ii) an act or omission which involves
intentional misconduct or a knowing violation of law; (iii) any transaction from
which the director derives an improper personal benefit; or (iv) as to any
payments of a dividend or any other type of distribution that is illegal under
Section 14-2-832 of the Georgia Business Corporation Code (the "GBCC"). In
addition, if at any time the GBCC is amended to authorize further elimination or
limitation of the personal liability of a director, then the liability of each
director shall be eliminated or limited to the fullest extent permitted by such
provisions, as so amended, without further action by the shareholders, unless
the provisions of the GBCC require such action. The provision does not limit the
right of InterCept or its shareholders to seek injunctive or other equitable
relief not involving payments in the nature of monetary damages.

     InterCept's bylaws contain certain provisions which provide indemnification
to directors that is broader than the protection expressly mandated in Sections
14-2-852 and 14-2-857 of the GBCC. To the extent that a director or officer of
InterCept has been successful, on the merits or otherwise, in the defense of any
action or proceeding brought by reason of the fact that he or she was a director
or officer of InterCept, Sections 14-2-852 and 14-2-857 of the GBCC would
require InterCept to indemnify such person against expenses (including
attorney's fees) actually and reasonably incurred in connection therewith. The
GBCC expressly allows InterCept to provide for greater indemnification rights to
its officers and directors, subject to shareholder approval.
The indemnification provisions in InterCept's bylaws require InterCept to
indemnify and hold harmless any director who was or is a party or is threatened
to be made a party, to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (including
any action or suit by or in the right of InterCept) because he or she is or was
a director of InterCept, against expenses (including, but not limited to,
attorney's fees and disbursements, court costs and expert witness fees), and
against judgments, fines, penalties, and amounts paid in settlement incurred by
him or her in connection with the action, suit or proceeding. Indemnification
would be disallowed under any circumstances where indemnification may not be
authorized by action of the board of directors, the shareholders or otherwise.
The board of directors of InterCept also has the authority to extend to
officers, employees and agents the same indemnification rights held by
directors, subject to all the accompanying conditions and obligations.
Indemnified persons would also be entitled to have InterCept advance expenses
prior to the final disposition of the proceeding. If it is ultimately determined
that they are not entitled to indemnification, however, such amounts would be
repaid. Insofar as indemnification for liability arising under the Securities
Act may be permitted to officers and directors of InterCept pursuant to the
foregoing provisions, InterCept has been told that in the opinion of the
Commission, such indemnification is against public policy and is, therefore,
unenforceable.

     InterCept has entered into separate indemnification agreements with each of
its directors and executive officers, whereby it has agreed, among other things,
to provide for indemnification and advancement of expenses in a manner and
subject to terms and conditions similar to those set forth in the bylaws.  These
agreements also provide that InterCept shall purchase and maintain liability
insurance for the benefit of its directors and executive officers. These
agreements may not be abrogated by action of the shareholders. There is no
pending litigation or proceeding involving a director, officer, employee or
other agent of InterCept as to which indemnification is being sought, nor is
InterCept aware of any pending or threatened litigation that may result in
claims for indemnification by any director, officer, employee or other agent.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

    The following exhibits are filed with this Registration Statement:

 Exhibit
 Number                               Description of Exhibit
 -------                              ----------------------

   4.1    The InterCept Group, Inc. 2001 Employee Stock Purchase Plan
          (incorporated by reference to Exhibit A of InterCept's Definitive
          Proxy Statement filed on April 11, 2001)

   4.2    Amended and Restated Articles of Incorporation, as deemed filed
          with the Secretary of the State of Georgia on April 29, 1998
          (incorporated by reference to the exhibits to InterCept's Registration
          Statement on Form 8-A (as amended on October 1, 1999)).

   4.3    Amended and Restated Bylaws (incorporated by reference to the
          exhibits to InterCept's Registration Statement on Form 8-A (as amended
          on October 1, 1999)).

   4.4    Amendment to Amended and Restated Bylaws (incorporated by reference
          to the exhibits to InterCept's Registration Statement on Form 8-A (as
          amended on October 1, 1999)).

   5      Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.

   23.1   Consent of Arthur Andersen LLP.

   23.2   Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in
          Exhibit 5).

    24    Power of Attorney (contained on the signature page of this
          Registration Statement).
ITEM 9.  UNDERTAKINGS.

  InterCept hereby undertakes:

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

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

  (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

  (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i) and (ii) above 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 pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;

(b) 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;

(c) 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.

  InterCept hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of its Annual Report pursuant to Section
13(a) or 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 InterCept
pursuant to the foregoing provisions, or otherwise, InterCept has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by InterCept of expenses incurred or paid by a director, officer or
controlling person of InterCept 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, InterCept 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.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 20th day of June,
2001.

                    THE INTERCEPT GROUP, INC.

                    By: /s/ John W. Collins
                       -------------------------
                       John W. Collins
                       Chief Executive Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of The InterCept Group, Inc., a Georgia corporation, for himself and
not for one another, does hereby constitute and appoint John W. Collins and
Scott R. Meyerhoff, and each of them, a true and lawful attorney in his name,
place and stead, in any and all capacities, to sign his name to any and all
amendments, including post-effective amendments, to this Registration Statement,
and to sign a Registration Statement pursuant to Section 462(b) of the
Securities Act of 1933, and to cause the same (together with all Exhibits
thereto) to be filed with the Securities and Exchange Commission, granting unto
said attorneys and each of them full power and authority to do and perform any
act and thing necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally present, and each
of the undersigned for himself hereby ratifies and confirms all that said
attorneys or any one of them shall 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.
SIGNATURES                                       TITLE                                      DATE
/s/ John W. Collins
-------------------------------
     John W. Collins             Chairman of the Board of Directors and                 June 20, 2001
                                 Chief Executive Officer (Principal Executive Officer)
 /s/ Donny R. Jackson
-------------------------------
     Donny R. Jackson            Director                                               June 20, 2001

 /s/ Scott R. Meyerhoff
-------------------------------
     Scott R. Meyerhoff          Chief Financial Officer and Secretary                  June 20, 2001
                                 (Principal Financial and Accounting Officer)
 /s/ Jon R. Burke
-------------------------------
     Jon R. Burke                Director                                               June 20, 2001

-------------------------------
     Boone A. Knox               Director

 /s/ John D. Schneider, Jr.
-------------------------------
     John D. Schneider, Jr.      Director                                               June 20, 2001

 /s/ Glenn W. Sturm
-------------------------------
     Glenn W. Sturm              Director                                               June 20, 2001