<PAGE>

     As filed with the Securities and Exchange Commission on April 29, 2002

                                                  Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        LIBERTY NATIONAL BANCSHARES, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

            Georgia                                        58-2292563
---------------------------------                -------------------------------
  (State or other jurisdiction                   (I.R.S. Employer Identification
of incorporation or organization)                             Number)

                1000 Georgia Highway 138, Conyers, Georgia    30013
                ---------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)

                             1998 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                                William L. Daniel
                      President and Chief Executive Officer
                            1000 Georgia Highway 138
                             Conyers, Georgia 30013
                                 (770) 785-7880
                                 --------------
                   (Name, address, telephone number, including
                        area code, of agent for service)
                             ----------------------
                              Copies Requested to:
                              David W. Ghegan, Esq.
                         Smith, Gambrell & Russell, LLP
                           1230 Peachtree Street, N.E.
                            Suite 3100, Promenade II
                           Atlanta, Georgia 30309-3592
                                 (404) 815-3782
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                    Proposed Maximum        Proposed Maximum
  Title of Securities         Amount to be         Offering Price Per      Aggregate Offering           Amount of
   to be Registered            Registered               Share(1)                 Price(1)            Registration Fee
  -------------------         ------------         ------------------      ------------------        ----------------
<S>                           <C>                  <C>                     <C>                       <C>
Options and Shares of
$1.00 par value Common            100,000                $11.21                $1,121,000                $103.13
    Stock                          Shares
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) based upon the book value of the Common Stock
    on March 31, 2002.

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




<PAGE>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
-------   ----------------------------------------

     The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Liberty National
Bancshares, Inc. (formerly Rockdale National Bancshares, Inc.) (the "Company")
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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 part hereof from the date of
filing such documents:

     1.   The Company's Annual Report on Form 10-KSB for the year ended December
          31, 2001, as filed with the Securities and Exchange Commission (the
          "Commission");

     2.   The Company's Registration Statement on Form 8-A, as filed with the
          Commission on April 28, 1998, to register the Company's $1.00 par
          value Common Stock under Section 12(g) of the Securities Exchange Act
          of 1934, as amended, which Registration Statement contains a
          description of the Common Stock.

Item 4.   Description of Securities.
-------   --------------------------

     No response is required to this item.

Item 5.   Interests of Named Experts and Counsel.
-------   ---------------------------------------

     No response is required to this item.

Item 6.   Indemnification of Directors and Officers.
-------   ------------------------------------------

     As provided under Georgia law, the Company's Amended and Restated Articles
of Incorporation provide that a director shall not be personally liable to the
Company or its shareholders for monetary damages for breach of duty of care or
other duty as a director, except that such provision shall not eliminate or
limit the liability of a director (a) for any appropriation, in violation of his
duties, of any business opportunity of the Company, (b) for acts or omissions
which involve intentional misconduct or a knowing violation of law, (c) for
unlawful corporate distributions, or (d) for any transaction from which the
director received an improper personal benefit.

     Article VI of the Company's Bylaws provides that the Company shall
indemnify a director to the extent that he has been successful in the defense of
any proceeding to which he was a party because he is or was a director of the
Company, against reasonable expenses incurred by him in connection with such
defense.

     The Company's Bylaws also provide that the Company may indemnify any
director or officer made a party to a proceeding because he is or was a director
or officer against liability incurred in the proceeding if he acted in a manner
he believed in good faith or to be in or not opposed to the best interests of
the Company and, in the case of any criminal proceeding, he had no reasonable
cause to believe his

<PAGE>

conduct was unlawful. Determination concerning whether or not the applicable
standard of conduct has been met can be made by (a) a disinterested majority of
the Board of Directors, (b) a majority of a committee of disinterested
directors, (c) independent legal counsel, or (d) an affirmative vote of a
majority of shares held by disinterested shareholders. No indemnification may be
made to or on behalf of a director or officer (i) in connection with a
proceeding by or in the right of the Company, except for reasonable expenses
incurred in connection with the proceeding, if it is determined that the
director has met the relevant standard of conduct as described in the first
sentence of this paragraph or (ii) in connection with any other proceeding in
which such person was adjudged liable on the basis that personal benefit was
improperly received by him.

     The Company may, if authorized by its shareholders by a majority of votes
which would be entitled to be cast in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a director or officer
made a party to a proceeding, including a proceeding brought by or in the right
of the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

Item 7.   Exemption From Registration Claimed.
-------   ------------------------------------

          No response is required to this item.

Item 8.   Exhibits.
-------   ---------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement:

Exhibit Number             Description of Exhibit
--------------    --------------------------------------------------------------
     5.1          Opinion of Smith, Gambrell & Russell, LLP.

    10.1          Registrant's 1998 Stock Option Plan.

    23.1          Consent of Porter Keadle Moore, LLP.

    23.2          Consent of BDO Seidman LLP

    23.3          Consent of Smith, Gambrell & Russell, LLP (contained in their
                  opinion filed as Exhibit 5.1).

    24.1          Powers of Attorney (contained on the signature page to this
                  Registration Statement).

Item 9.   Undertakings.
-------   -------------

<PAGE>

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To 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)  That, for determining liability under the Securities Act of 1933,
               as amended (the "Act"), 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; and

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

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Act, each filing of the
          Registrant's Annual Report pursuant to section 13(a) or section 15(d)
          of the Securities Exchange Act of 1934, as amended, 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 the time shall
          be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Act may
          be permitted to directors, officers and controlling persons of the
          Registrant pursuant to the foregoing provisions, or otherwise, the
          Registrant has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final adjudication of
          such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Conyers, State of Georgia, on this 29th day of
April, 2002.

                                  Liberty National Bancshares, Inc.

                                  By: /s/  William L. Daniel
                                      ------------------------------------------
                                      William L. Daniel
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Daniel 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
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including a Registration Statement filed under Rule
462(b) of the Securities Act of 1933, as amended, 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 and
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, as amended,
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/  Michael P. Jones                Chairman and Director           April 23, 2002
----------------------------------
Michael P. Jones


/s/  William L. Daniel               President and Chief Executive   April 23, 2002
----------------------------------   Officer (Principal Executive
William L. Daniel                    Officer) and Director


/s/  Jesse R. Cheatham, Jr.          Chief Financial Officer         April 23, 2002
----------------------------------   (Principal Financial and
Jesse R. Cheatham, Jr.               Accounting Officer)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                  <C>                             <C>
/s/  C. Dean Alford                  Director                        April 23, 2002
----------------------------------
C. Dean Alford


/s/  Troy A. Athon                   Director                        April 23, 2002
----------------------------------
Troy A. Athon


/s/  Johnny L. Capes                 Director                        April 23, 2002
----------------------------------
Johnny L. Capes


/s/  Hazel E. Durden                 Director                        April 23, 2002
----------------------------------
Hazel E. Durden


/s/  John A. Fountain, M.D.          Director                        April 23, 2002
----------------------------------
John A. Fountain, M.D.


/s/  Julia W. Morgan                 Director                        April 23, 2002
----------------------------------
Julia W. Morgan


/s/  R. Flynn Nance, D.V.M.          Director                        April 23, 2002
----------------------------------
R. Flynn Nance, D.V.M.


/s/  Michael R. Potts                Director                        April 23, 2002
----------------------------------
Michael R. Potts


/s/  Arthur Torsiglieri, Jr., M.D.   Director                        April 23, 2002
----------------------------------
Arthur Torsiglieri, Jr., M.D.


/s/  William R. Walker II            Director                        April 23, 2002
----------------------------------
William R. Walker II

</TABLE>

<PAGE>

                                  Exhibit Index
                                  -------------

Exhibit
Number            Description of Exhibit
-------    ------------------------------------------
  5.1      Opinion of Smith, Gambrell & Russell, LLP.

 10.1      1998 Stock Option Plan.

 23.1      Consent of Porter Keadle Moore, LLP

 23.2      Consent of BDO Seidman LLP
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "1998 STOCK OPTION PLAN", "secsgml_size_bytes": 16833}]
{"company-data": {"conformed-name": "LIBERTY NATIONAL BANCSHARES INC", "cik": "0001036757", "assigned-sic": "6021", "irs-number": "582292563", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87168", "film-number": "02625053"}, "business-address": {"street1": "PO BOX 82030", "city": "CONYERS", "state": "GA", "zip": "30208", "phone": "7707607573"}, "mail-address": {"street1": "PO BOX 82030", "street2": "PO BOX 82030", "city": "CONYERS", "state": "GA", "zip": "30208"}, "former-company": {"former-conformed-name": "ROCKDALE NATIONAL BANCSHARES INC", "date-changed": "19970328"}}
As filed with the Securities and Exchange Commission on April 29, 2002

                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        LIBERTY NATIONAL BANCSHARES, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

            Georgia                                        58-2292563
---------------------------------                -------------------------------
  (State or other jurisdiction                   (I.R.S. Employer Identification
of incorporation or organization)                             Number)

                1000 Georgia Highway 138, Conyers, Georgia    30013
                ---------------------------------------------------
                (Address of Principal Executive Offices) (Zip Code)

                             1998 STOCK OPTION PLAN
                             ----------------------
                            (Full Title of the Plan)

                                William L. Daniel
                      President and Chief Executive Officer
                            1000 Georgia Highway 138
                             Conyers, Georgia 30013
                                 (770) 785-7880
                                 --------------
                   (Name, address, telephone number, including
                        area code, of agent for service)
                             ----------------------
                              Copies Requested to:
                              David W. Ghegan, Esq.
                         Smith, Gambrell & Russell, LLP
                           1230 Peachtree Street, N.E.
                            Suite 3100, Promenade II
                           Atlanta, Georgia 30309-3592
                                 (404) 815-3782
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                    Proposed Maximum        Proposed Maximum
  Title of Securities         Amount to be         Offering Price Per      Aggregate Offering           Amount of
   to be Registered            Registered               Share(1)                 Price(1)            Registration Fee
  -------------------         ------------         ------------------      ------------------        ----------------
Options and Shares of
$1.00 par value Common            100,000                $11.21                $1,121,000                $103.13
    Stock                          Shares
---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1) based upon the book value of the Common Stock
    on March 31, 2002.

================================================================================
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
-------   ----------------------------------------

     The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Liberty National
Bancshares, Inc. (formerly Rockdale National Bancshares, Inc.) (the "Company")
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, 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 part hereof from the date of
filing such documents:

     1.   The Company's Annual Report on Form 10-KSB for the year ended December
          31, 2001, as filed with the Securities and Exchange Commission (the
          "Commission");

     2.   The Company's Registration Statement on Form 8-A, as filed with the
          Commission on April 28, 1998, to register the Company's $1.00 par
          value Common Stock under Section 12(g) of the Securities Exchange Act
          of 1934, as amended, which Registration Statement contains a
          description of the Common Stock.

Item 4.   Description of Securities.
-------   --------------------------

     No response is required to this item.

Item 5.   Interests of Named Experts and Counsel.
-------   ---------------------------------------

     No response is required to this item.

Item 6.   Indemnification of Directors and Officers.
-------   ------------------------------------------

     As provided under Georgia law, the Company's Amended and Restated Articles
of Incorporation provide that a director shall not be personally liable to the
Company or its shareholders for monetary damages for breach of duty of care or
other duty as a director, except that such provision shall not eliminate or
limit the liability of a director (a) for any appropriation, in violation of his
duties, of any business opportunity of the Company, (b) for acts or omissions
which involve intentional misconduct or a knowing violation of law, (c) for
unlawful corporate distributions, or (d) for any transaction from which the
director received an improper personal benefit.

     Article VI of the Company's Bylaws provides that the Company shall
indemnify a director to the extent that he has been successful in the defense of
any proceeding to which he was a party because he is or was a director of the
Company, against reasonable expenses incurred by him in connection with such
defense.

     The Company's Bylaws also provide that the Company may indemnify any
director or officer made a party to a proceeding because he is or was a director
or officer against liability incurred in the proceeding if he acted in a manner
he believed in good faith or to be in or not opposed to the best interests of
the Company and, in the case of any criminal proceeding, he had no reasonable
cause to believe his
conduct was unlawful. Determination concerning whether or not the applicable
standard of conduct has been met can be made by (a) a disinterested majority of
the Board of Directors, (b) a majority of a committee of disinterested
directors, (c) independent legal counsel, or (d) an affirmative vote of a
majority of shares held by disinterested shareholders. No indemnification may be
made to or on behalf of a director or officer (i) in connection with a
proceeding by or in the right of the Company, except for reasonable expenses
incurred in connection with the proceeding, if it is determined that the
director has met the relevant standard of conduct as described in the first
sentence of this paragraph or (ii) in connection with any other proceeding in
which such person was adjudged liable on the basis that personal benefit was
improperly received by him.

     The Company may, if authorized by its shareholders by a majority of votes
which would be entitled to be cast in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a director or officer
made a party to a proceeding, including a proceeding brought by or in the right
of the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "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 Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

Item 7.   Exemption From Registration Claimed.
-------   ------------------------------------

          No response is required to this item.

Item 8.   Exhibits.
-------   ---------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement:

Exhibit Number             Description of Exhibit
--------------    --------------------------------------------------------------
     5.1          Opinion of Smith, Gambrell & Russell, LLP.

    10.1          Registrant's 1998 Stock Option Plan.

    23.1          Consent of Porter Keadle Moore, LLP.

    23.2          Consent of BDO Seidman LLP

    23.3          Consent of Smith, Gambrell & Russell, LLP (contained in their
                  opinion filed as Exhibit 5.1).

    24.1          Powers of Attorney (contained on the signature page to this
                  Registration Statement).

Item 9.   Undertakings.
-------   -------------
(a)  The undersigned Registrant hereby undertakes:

          (1)  To 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)  That, for determining liability under the Securities Act of 1933,
               as amended (the "Act"), 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; and

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

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Act, each filing of the
          Registrant's Annual Report pursuant to section 13(a) or section 15(d)
          of the Securities Exchange Act of 1934, as amended, 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 the time shall
          be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Act may
          be permitted to directors, officers and controlling persons of the
          Registrant pursuant to the foregoing provisions, or otherwise, the
          Registrant has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final adjudication of
          such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Conyers, State of Georgia, on this 29th day of
April, 2002.

                                  Liberty National Bancshares, Inc.

                                  By: /s/  William L. Daniel
                                      ------------------------------------------
                                      William L. Daniel
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William L. Daniel 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
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, including a Registration Statement filed under Rule
462(b) of the Securities Act of 1933, as amended, 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 and
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                           Title                           Date
----------                           -----                           ----
/s/  Michael P. Jones                Chairman and Director           April 23, 2002
----------------------------------
Michael P. Jones

/s/  William L. Daniel               President and Chief Executive   April 23, 2002
----------------------------------   Officer (Principal Executive
William L. Daniel                    Officer) and Director

/s/  Jesse R. Cheatham, Jr.          Chief Financial Officer         April 23, 2002
----------------------------------   (Principal Financial and
Jesse R. Cheatham, Jr.               Accounting Officer)
/s/  C. Dean Alford                  Director                        April 23, 2002
----------------------------------
C. Dean Alford

/s/  Troy A. Athon                   Director                        April 23, 2002
----------------------------------
Troy A. Athon

/s/  Johnny L. Capes                 Director                        April 23, 2002
----------------------------------
Johnny L. Capes

/s/  Hazel E. Durden                 Director                        April 23, 2002
----------------------------------
Hazel E. Durden

/s/  John A. Fountain, M.D.          Director                        April 23, 2002
----------------------------------
John A. Fountain, M.D.

/s/  Julia W. Morgan                 Director                        April 23, 2002
----------------------------------
Julia W. Morgan

/s/  R. Flynn Nance, D.V.M.          Director                        April 23, 2002
----------------------------------
R. Flynn Nance, D.V.M.

/s/  Michael R. Potts                Director                        April 23, 2002
----------------------------------
Michael R. Potts

/s/  Arthur Torsiglieri, Jr., M.D.   Director                        April 23, 2002
----------------------------------
Arthur Torsiglieri, Jr., M.D.

/s/  William R. Walker II            Director                        April 23, 2002
----------------------------------
William R. Walker II
Exhibit Index
                                  -------------

Exhibit
Number            Description of Exhibit
-------    ------------------------------------------
  5.1      Opinion of Smith, Gambrell & Russell, LLP.

 10.1      1998 Stock Option Plan.

 23.1      Consent of Porter Keadle Moore, LLP

 23.2      Consent of BDO Seidman LLP