As filed with the Securities and Exchange Commission on September 2, 1998
                                                    Registration File No.______.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             SYNOVUS FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

        Georgia                                              58-1134883
 (State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification No.)

    901 Front Avenue
    Suite 301
   Columbus, Georgia                                           31901
   (Address of Principal                                     (Zip Code)
    Executive Offices)

         --------------------------------------------------------------
                             SYNOVUS FINANCIAL CORP.
Option Plan for Conversion of Stock Options Assumed Pursuant to the Agreement 
               and Plan of Merger between Synovus Financial Corp. and 
                        Community Bank Capital Corporation
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
                Senior Vice President and Deputy General Counsel
                             Synovus Financial Corp.
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818
         ----------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                Amount                Proposed               Proposed               Amount of
      Securities                to be                 Maximum                Maximum             Registration
         to be               Registered              Offering               Aggregate                 Fee
      Registered                                  Price Per Share        Offering Price
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                    <C>                     <C>        
Common Stock,
$1.00 par value            227,722<F1>               $19.31<F2>           $4,397,312<F2>            $1,297
                           
Common Stock                                                                                            
Rights                     227,722                      <F3>                  <F3>                   <F3>

<FN>
<F1>     Maximum number of shares which may be issued by Synovus Financial Corp.
         pursuant to outstanding  stock options which will be assumed by Synovus
         Financial  Corp.  under its Agreement and Plan of Merger with Community
         Bank Capital Corporation.

<F2>     Determined  pursuant to Rule 457(h)  under the  Securities  Act of 1933
         solely  for  the  purpose  of  calculating  the  registration  fee  and
         represents  the average of the high and low prices of the Common  Stock
         of Synovus Financial Corp. on the New York Stock Exchange on August 28,
         1998.

<F3>     The Common Stock Rights (the  "Rights")  are attached to and trade with
         the  common  stock  of  Synovus  Financial  Corp.  The  value,  if any,
         attributable  to the Rights is  reflected  in the  market  price of the
         Common Stock of Synovus Financial Corp.
</FN>
</TABLE>

                                        1


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

      The  following  documents  and  information  previously  filed by  Synovus
Financial Corp. (the "Company") with the Securities and Exchange  Commission are
incorporated  herein by  reference  in this  Registration  Statement as of their
respective dates:

  a.  (i)   The  Company's  Annual  Report  on  Form  10-K  for the fiscal  year
            ended December 31, 1997.

      (ii)  The  Company's   Registration   Statement  on  S-4  filed  with  the
            Securities and Exchange Commission on July 10, 1998.

  b.  All  other  reports  filed  pursuant  to  Section  13(a)  or  15(d) of the
      Securities  Exchange Act of 1934 (the "Exchange Act") since the end of the
      fiscal year  covered by the Annual  Report  referred to in  paragraph  (a)
      above.

  c.  (i)   The  description  of  the  Company's  Common  Stock contained in the
            Company's   Registration  Statement  on  Form  8-A  filed  with  the
            Securities and Exchange Commission on August 21, 1989.

      (ii)  The description of the Common Stock Rights of the Company  appearing
            in the Form of Rights Agreement incorporated by reference to Exhibit
            1 of the Company's  Registration  Statement on Form 8-A dated May 3,
            1989,  filed with the Securities  and Exchange  Commission on May 3,
            1989, pursuant to Section 12 of the Exchange Act.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act after the date of this Registration  Statement and
prior to the  filing  of a  post-effective  amendment  that  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.

  Item 4.  Description of Securities.

  Not applicable.

  Item 5.   Interests of Named Experts and Counsel.

      The  legality  of the  securities  offered  hereby  has been  rendered  by
Kathleen Moates, Deputy General Counsel of the Company.

                                        2

  Item 6.   Indemnification of Directors and Officers.

      Subsection  (a) of Section  14-2-851 of the Georgia  Business  Corporation
Code provides that a corporation  may indemnify or obligate  itself to indemnify
an  individual  made  a  party  to a  proceeding  because  he or she is or was a
director  against  liability  incurred  in the  proceeding  if  such  individual
conducted  himself  or  herself  in good  faith and such  individual  reasonably
believed, in the case of conduct in an official capacity,  that such conduct was
in the best  interests of the  corporation  and, in all other  cases,  that such
conduct was at least not opposed to the best interests of the  corporation  and,
in the case of any criminal proceeding,  such individual had no reasonable cause
to believe such conduct was unlawful.  Subsection (d) of Section 14-2-851 of the
Georgia Business  Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable  expenses  incurred if it is determined  that the director
has met the relevant  standard of conduct,  or in connection with any proceeding
with  respect  to  conduct  under  Section  14-2-851  of  the  Georgia  Business
Corporation  Code for which he was  adjudged  liable on the basis that  personal
benefit was improperly received by him. Notwithstanding the foregoing,  pursuant
to Section 14-2-854 of the Georgia Business Corporation Code a court may order a
corporation to indemnify a director or advance expenses if such court determines
that the  director  is entitled to  indemnification  under the Georgia  Business
Corporation  Code or that the  director  is fairly and  reasonably  entitled  to
indemnification in view of all the relevant  circumstances,  whether or not such
director  met the  standard of conduct set forth in  subsections  (a) and (b) of
Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with
Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable
as described in paragraph  (1) or (2) of subsection  (d) of Section  14-2-851 of
the Georgia Business Corporation Code.

      Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful,  on the merits or otherwise,  in
the defense of any  proceeding to which he was a party,  because he or she is or
was a director of the corporation,  the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.

      Section 14-2-857 of the Georgia Business  Corporation Code provides that a
corporation may indemnify and advance  expenses to an officer of the corporation
who  is a  party  to a  proceeding  because  he or  she  is an  officer  of  the
corporation  to the same extent as a director and if he or she is not a director
to such  further  extent as may be  provided in its  articles of  incorporation,
bylaws,  action of its board of  directors  or  contract  except  for  liability
arising  out of conduct  specified  in  Section  14-2-857(a)(2)  of the  Georgia
Business  Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the  corporation  who is not a director is
entitled to mandatory  indemnification under Section 14-2-852 and is entitled to
apply for court ordered  indemnification  or advances for expenses under Section
14-2-854,  in each case to the same extent as a director.  In addition,  Section
14-2-857  provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

                                        3


      In accordance with Article VIII of the Company's Bylaws,  every person who
is or was  (and  the  heirs  and  personal  representatives  of such  person)  a
director,  officer,  employee or agent of the Company shall be  indemnified  and
held harmless by the Company from and against the  obligation to pay a judgment,
settlement,  penalty,  fine (including an excise tax assessed with respect to an
employee benefits plan), and reasonable expenses (including  attorneys' fees and
disbursements)  that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened,  pending, or completed,  action, suit, or
proceeding, whether civil, criminal,  administrative,  investigative,  formal or
informal,  in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company;  (b) because he or she or is or was serving at the request
of the Company as a director,  officer, partner, trustee,  employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise;  or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional  services as a lawyer or
accountant  to the  corporation;  regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person  acted in a manner he or she  believed in good faith to be in
or not opposed to the best  interest of such  corporation,  and, with respect to
any criminal  proceeding,  if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii),  with respect to an employee  benefit plan,
such person  believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.

      Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding  shall be paid by the Company in advance of the final
disposition  of such  proceeding  if authorized by the Board of Directors in the
specific  case, or if authorized in accordance  with  procedures  adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the Company,  and a written  affirmation of his or her good faith
belief  that  he  or  she  has  met  the   standard  of  conduct   required  for
indemnification.

      The foregoing  rights of  indemnification  and advancement of expenses are
not intended to be exclusive of any other right to which those  indemnified  may
be  entitled,  and the  Company  has  reserved  the right to provide  additional
indemnity  and rights to its  directors,  officers,  employees  or agents to the
extent they are consistent with law.

      The Company carries insurance for the purpose of providing indemnification
to its directors and officers.  Such policy provides for  indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful  defense of claims  alleging  negligent  acts,  errors,  omissions or
breach of duty while  acting in their  capacity as  directors  or  officers  and
indemnification  of its  directors  and officers for losses and expense upon the
unsuccessful defense of such claims.

  Item 7.   Exemption from Registration Claimed.

  Not applicable.

                                        4



  Item 8. Exhibits.

  Exhibit
  Number

  4.1     Articles of Incorporation  of the Company,  as  amended,  incorporated
          by reference to Exhibit 4(a)  to the Company's  Registration Statement
          on Form S-8 filed  with  the  Securities  and Exchange  Commission  on
          July 23, 1990 (File No. 33-35926).

  4.2     Bylaws,  as amended,  of the Company,  incorporated  by  reference  to
          Exhibit  3.2 of the  Company's  Annual  Report  on Form 10-K  for  the
          fiscial year ended  December 31, 1996 filed  with  the  Securities and
          Exchange Commission on March 6, 1997.

  4.3     Form of Rights  Agreement  incorporated  by  reference to Exhibit 1 of
          the Company's  Registration Statement on Form  8-A  dated May 3, 1989,
          filed with the  Securities  and Exchange  Commission  on  May 3, 1989,
          pursuant to the Section 12 of the Exchange Act.

  4.4     Agreement  and  Plan of  Merger  dated  as  of June 5,  1998,  between
          Community Bank  Capital  Corporation and  the Company and incorporated
          by reference  to  Exhibit 2 of the Company's Registration Statement on
          Form S-4  as  filed with the Securities and Exchange  Commission  July
          10, 1998.

  5       Legal  opinion of Kathleen  Moates,  Deputy  General  Counsel  of  the
          Company, as to the legality of the securities being offered.

  23.1    Consent of KPMG Peat Marwick LLP.

  23.2    The  consent  of  Kathleen  Moates,  Deputy  General  Counsel  of  the
          Company, is contained in her opinion filed as Exhibit 5.

  24      Powers  of  Attorney  contained  on   the  signature   pages  of  this
          Registration Statement.

  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 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.

      (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

                                        5


          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 (and,  where  applicable,  each  filing  of an  employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the  Registration  Statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.  (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 Securities and Exchange 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
          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.




                                        6



                                   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  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 Columbus,  State of Georgia,  on the 2nd day of
September, 1998.

                                               SYNOVUS FINANCIAL CORP.
                                               (Registrant)

                                               By:/s/James H. Blanchard
                                                  -----------------------------
                                                  James H. Blanchard,
                                                  Chairman of the Board and
                                                  Principal Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints James H. Blanchard,  James D. Yancey and Stephen
L. Burts, Jr., and each of them, his or her true and lawful  attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
or all amendments to this Registration  Statement and to file the same, with all
exhibits and schedules  thereto,  and other  documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorney(s)-in-fact and agent(s) 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 or she might or could do in
person,  hereby ratifying and confirming all that said  attorney(s)-in-fact  and
agent(s), or their substitute(s),  may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the  requirements of Securities Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


  /s/William B. Turner                                 Date: September 2, 1998
  ---------------------------------------------
  William B. Turner,
  Director and Chairman of
  the Executive Committee


  /s/James H. Blanchard                                Date: September 2, 1998
  ------------------------------------------
  James H. Blanchard,
  Chairman of the Board and
  Principal Executive Officer


                                                       Date: ________, 1998
--------------------------------------------
  John T. Oliver, Jr.,
  Director and Vice Chairman
  of the Executive Committee

  /s/James D. Yancey                                   Date: September 2, 1998
  ------------------------------------------
  James D. Yancey,
  President and Director


  /s/Richard E. Anthony                                Date: September 2, 1998
  -------------------------------------------
  Richard E. Anthony,
  Vice Chairman of the Board


  /s/Walter M. Deriso, Jr.                             Date: September 2, 1998
  ---------------------------------------------
  Walter M. Deriso, Jr.,
  Vice Chairman of the Board


  /s/Stephen L. Burts, Jr.                             Date: September 2, 1998
  --------------------------------------------
  Stephen L. Burts, Jr.,
  Vice Chairman of the Board


  /s/Thomas J. Prescott                                Date: September 2, 1998
--------------------------------------------
  Thomas J. Prescott,
  Executive Vice President, Treasurer,
  Principal Accounting and Financial Officer


                                                       Date: ________, 1998
--------------------------------------------
  Joe E. Beverly,
  Director


  /s/Richard Y. Bradley                                Date: September 2, 1998
  --------------------------------------------
  Richard Y. Bradley,
  Director


                                                       Date: ________, 1998
--------------------------------------------
  C. Edward Floyd,
  Director


                                                       Date: ________, 1998
--------------------------------------------
  Gardiner W. Garrard, Jr.,
  Director


                                                       Date: ________, 1998
--------------------------------------------
  V. Nathaniel Hansford,
  Director

  /s/John P. Illges, III                               Date: September 2, 1998
  ------------------------------------------
  John P. Illges, III,
  Director


  /s/Mason H. Lampton                                  Date: September 2, 1998
  ----------------------------------------------
  Mason H. Lampton,
  Director


                                                       Date: ________, 1998
--------------------------------------------
  Elizabeth C. Ogie,
  Director


                                                       Date: ________, 1998
--------------------------------------------
  H. Lynn Page,
  Director


  /s/Robert V. Royall, Jr.                             Date: September 2, 1998
  --------------------------------------------
  Robert V. Royall, Jr.,
  Director


                                                       Date: ________, 1998
--------------------------------------------
  Melvin T. Stith,
  Director

  filings\snv\opts-898.s8
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 24679}]
{"company-data": {"conformed-name": "SYNOVUS FINANCIAL CORP", "cik": "0000018349", "assigned-sic": "6021", "irs-number": "581134883", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62709", "film-number": "98702878"}, "business-address": {"street1": "901 FRONT AVENUE", "street2": "STE 301", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492267"}, "mail-address": {"street1": "P.O.BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31902"}, "former-company": {"former-conformed-name": "CB&T BANCSHARES INC", "date-changed": "19890912"}}
As filed with the Securities and Exchange Commission on September 2, 1998
                                                    Registration File No.______.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             SYNOVUS FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

        Georgia                                              58-1134883
 (State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification No.)

    901 Front Avenue
    Suite 301
   Columbus, Georgia                                           31901
   (Address of Principal                                     (Zip Code)
    Executive Offices)

         --------------------------------------------------------------
                             SYNOVUS FINANCIAL CORP.
Option Plan for Conversion of Stock Options Assumed Pursuant to the Agreement 
               and Plan of Merger between Synovus Financial Corp. and 
                        Community Bank Capital Corporation
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
                Senior Vice President and Deputy General Counsel
                             Synovus Financial Corp.
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818
         ----------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                Amount                Proposed               Proposed               Amount of
      Securities                to be                 Maximum                Maximum             Registration
         to be               Registered              Offering               Aggregate                 Fee
      Registered                                  Price Per Share        Offering Price
-------------------------------------------------------------------------------------------------------------------
Common Stock,
$1.00 par value            227,722
$19.31
$4,397,312
$1,297
                           
Common Stock                                                                                            
Rights                     227,722
Maximum number of shares which may be issued by Synovus Financial Corp.
         pursuant to outstanding  stock options which will be assumed by Synovus
         Financial  Corp.  under its Agreement and Plan of Merger with Community
         Bank Capital Corporation.
Determined  pursuant to Rule 457(h)  under the  Securities  Act of 1933
         solely  for  the  purpose  of  calculating  the  registration  fee  and
         represents  the average of the high and low prices of the Common  Stock
         of Synovus Financial Corp. on the New York Stock Exchange on August 28,
         1998.
The Common Stock Rights (the  "Rights")  are attached to and trade with
         the  common  stock  of  Synovus  Financial  Corp.  The  value,  if any,
         attributable  to the Rights is  reflected  in the  market  price of the
         Common Stock of Synovus Financial Corp.
1

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

      The  following  documents  and  information  previously  filed by  Synovus
Financial Corp. (the "Company") with the Securities and Exchange  Commission are
incorporated  herein by  reference  in this  Registration  Statement as of their
respective dates:

  a.  (i)   The  Company's  Annual  Report  on  Form  10-K  for the fiscal  year
            ended December 31, 1997.

      (ii)  The  Company's   Registration   Statement  on  S-4  filed  with  the
            Securities and Exchange Commission on July 10, 1998.

  b.  All  other  reports  filed  pursuant  to  Section  13(a)  or  15(d) of the
      Securities  Exchange Act of 1934 (the "Exchange Act") since the end of the
      fiscal year  covered by the Annual  Report  referred to in  paragraph  (a)
      above.

  c.  (i)   The  description  of  the  Company's  Common  Stock contained in the
            Company's   Registration  Statement  on  Form  8-A  filed  with  the
            Securities and Exchange Commission on August 21, 1989.

      (ii)  The description of the Common Stock Rights of the Company  appearing
            in the Form of Rights Agreement incorporated by reference to Exhibit
            1 of the Company's  Registration  Statement on Form 8-A dated May 3,
            1989,  filed with the Securities  and Exchange  Commission on May 3,
            1989, pursuant to Section 12 of the Exchange Act.

      All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act after the date of this Registration  Statement and
prior to the  filing  of a  post-effective  amendment  that  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.

  Item 4.  Description of Securities.

  Not applicable.

  Item 5.   Interests of Named Experts and Counsel.

      The  legality  of the  securities  offered  hereby  has been  rendered  by
Kathleen Moates, Deputy General Counsel of the Company.

                                        2

  Item 6.   Indemnification of Directors and Officers.

      Subsection  (a) of Section  14-2-851 of the Georgia  Business  Corporation
Code provides that a corporation  may indemnify or obligate  itself to indemnify
an  individual  made  a  party  to a  proceeding  because  he or she is or was a
director  against  liability  incurred  in the  proceeding  if  such  individual
conducted  himself  or  herself  in good  faith and such  individual  reasonably
believed, in the case of conduct in an official capacity,  that such conduct was
in the best  interests of the  corporation  and, in all other  cases,  that such
conduct was at least not opposed to the best interests of the  corporation  and,
in the case of any criminal proceeding,  such individual had no reasonable cause
to believe such conduct was unlawful.  Subsection (d) of Section 14-2-851 of the
Georgia Business  Corporation Code provides that a corporation may not indemnify
a director in connection with a proceeding by or in the right of the corporation
except for reasonable  expenses  incurred if it is determined  that the director
has met the relevant  standard of conduct,  or in connection with any proceeding
with  respect  to  conduct  under  Section  14-2-851  of  the  Georgia  Business
Corporation  Code for which he was  adjudged  liable on the basis that  personal
benefit was improperly received by him. Notwithstanding the foregoing,  pursuant
to Section 14-2-854 of the Georgia Business Corporation Code a court may order a
corporation to indemnify a director or advance expenses if such court determines
that the  director  is entitled to  indemnification  under the Georgia  Business
Corporation  Code or that the  director  is fairly and  reasonably  entitled  to
indemnification in view of all the relevant  circumstances,  whether or not such
director  met the  standard of conduct set forth in  subsections  (a) and (b) of
Section 14-2-851 of the Georgia Business Corporation Code, failed to comply with
Section 14-2-853 of the Georgia Business Corporation Code or was adjudged liable
as described in paragraph  (1) or (2) of subsection  (d) of Section  14-2-851 of
the Georgia Business Corporation Code.

      Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful,  on the merits or otherwise,  in
the defense of any  proceeding to which he was a party,  because he or she is or
was a director of the corporation,  the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.

      Section 14-2-857 of the Georgia Business  Corporation Code provides that a
corporation may indemnify and advance  expenses to an officer of the corporation
who  is a  party  to a  proceeding  because  he or  she  is an  officer  of  the
corporation  to the same extent as a director and if he or she is not a director
to such  further  extent as may be  provided in its  articles of  incorporation,
bylaws,  action of its board of  directors  or  contract  except  for  liability
arising  out of conduct  specified  in  Section  14-2-857(a)(2)  of the  Georgia
Business  Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the  corporation  who is not a director is
entitled to mandatory  indemnification under Section 14-2-852 and is entitled to
apply for court ordered  indemnification  or advances for expenses under Section
14-2-854,  in each case to the same extent as a director.  In addition,  Section
14-2-857  provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, action of
its board of directors or contract.

                                        3

      In accordance with Article VIII of the Company's Bylaws,  every person who
is or was  (and  the  heirs  and  personal  representatives  of such  person)  a
director,  officer,  employee or agent of the Company shall be  indemnified  and
held harmless by the Company from and against the  obligation to pay a judgment,
settlement,  penalty,  fine (including an excise tax assessed with respect to an
employee benefits plan), and reasonable expenses (including  attorneys' fees and
disbursements)  that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened,  pending, or completed,  action, suit, or
proceeding, whether civil, criminal,  administrative,  investigative,  formal or
informal,  in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company;  (b) because he or she or is or was serving at the request
of the Company as a director,  officer, partner, trustee,  employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise;  or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional  services as a lawyer or
accountant  to the  corporation;  regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person  acted in a manner he or she  believed in good faith to be in
or not opposed to the best  interest of such  corporation,  and, with respect to
any criminal  proceeding,  if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii),  with respect to an employee  benefit plan,
such person  believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.

      Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding  shall be paid by the Company in advance of the final
disposition  of such  proceeding  if authorized by the Board of Directors in the
specific  case, or if authorized in accordance  with  procedures  adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be
indemnified by the Company,  and a written  affirmation of his or her good faith
belief  that  he  or  she  has  met  the   standard  of  conduct   required  for
indemnification.

      The foregoing  rights of  indemnification  and advancement of expenses are
not intended to be exclusive of any other right to which those  indemnified  may
be  entitled,  and the  Company  has  reserved  the right to provide  additional
indemnity  and rights to its  directors,  officers,  employees  or agents to the
extent they are consistent with law.

      The Company carries insurance for the purpose of providing indemnification
to its directors and officers.  Such policy provides for  indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful  defense of claims  alleging  negligent  acts,  errors,  omissions or
breach of duty while  acting in their  capacity as  directors  or  officers  and
indemnification  of its  directors  and officers for losses and expense upon the
unsuccessful defense of such claims.

  Item 7.   Exemption from Registration Claimed.

  Not applicable.

                                        4

  Item 8. Exhibits.

  Exhibit
  Number

  4.1     Articles of Incorporation  of the Company,  as  amended,  incorporated
          by reference to Exhibit 4(a)  to the Company's  Registration Statement
          on Form S-8 filed  with  the  Securities  and Exchange  Commission  on
          July 23, 1990 (File No. 33-35926).

  4.2     Bylaws,  as amended,  of the Company,  incorporated  by  reference  to
          Exhibit  3.2 of the  Company's  Annual  Report  on Form 10-K  for  the
          fiscial year ended  December 31, 1996 filed  with  the  Securities and
          Exchange Commission on March 6, 1997.

  4.3     Form of Rights  Agreement  incorporated  by  reference to Exhibit 1 of
          the Company's  Registration Statement on Form  8-A  dated May 3, 1989,
          filed with the  Securities  and Exchange  Commission  on  May 3, 1989,
          pursuant to the Section 12 of the Exchange Act.

  4.4     Agreement  and  Plan of  Merger  dated  as  of June 5,  1998,  between
          Community Bank  Capital  Corporation and  the Company and incorporated
          by reference  to  Exhibit 2 of the Company's Registration Statement on
          Form S-4  as  filed with the Securities and Exchange  Commission  July
          10, 1998.

  5       Legal  opinion of Kathleen  Moates,  Deputy  General  Counsel  of  the
          Company, as to the legality of the securities being offered.

  23.1    Consent of KPMG Peat Marwick LLP.

  23.2    The  consent  of  Kathleen  Moates,  Deputy  General  Counsel  of  the
          Company, is contained in her opinion filed as Exhibit 5.

  24      Powers  of  Attorney  contained  on   the  signature   pages  of  this
          Registration Statement.

  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 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.

      (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

                                        5

          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 (and,  where  applicable,  each  filing  of an  employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the  Registration  Statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.  (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 Securities and Exchange 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
          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.

                                        6

                                   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  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 Columbus,  State of Georgia,  on the 2nd day of
September, 1998.

                                               SYNOVUS FINANCIAL CORP.
                                               (Registrant)

                                               By:/s/James H. Blanchard
                                                  -----------------------------
                                                  James H. Blanchard,
                                                  Chairman of the Board and
                                                  Principal Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints James H. Blanchard,  James D. Yancey and Stephen
L. Burts, Jr., and each of them, his or her true and lawful  attorney(s)-in-fact
and agent(s), with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
or all amendments to this Registration  Statement and to file the same, with all
exhibits and schedules  thereto,  and other  documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorney(s)-in-fact and agent(s) 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 or she might or could do in
person,  hereby ratifying and confirming all that said  attorney(s)-in-fact  and
agent(s), or their substitute(s),  may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the  requirements of Securities Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

  /s/William B. Turner                                 Date: September 2, 1998
  ---------------------------------------------
  William B. Turner,
  Director and Chairman of
  the Executive Committee

  /s/James H. Blanchard                                Date: September 2, 1998
  ------------------------------------------
  James H. Blanchard,
  Chairman of the Board and
  Principal Executive Officer

                                                       Date: ________, 1998
--------------------------------------------
  John T. Oliver, Jr.,
  Director and Vice Chairman
  of the Executive Committee

  /s/James D. Yancey                                   Date: September 2, 1998
  ------------------------------------------
  James D. Yancey,
  President and Director

  /s/Richard E. Anthony                                Date: September 2, 1998
  -------------------------------------------
  Richard E. Anthony,
  Vice Chairman of the Board

  /s/Walter M. Deriso, Jr.                             Date: September 2, 1998
  ---------------------------------------------
  Walter M. Deriso, Jr.,
  Vice Chairman of the Board

  /s/Stephen L. Burts, Jr.                             Date: September 2, 1998
  --------------------------------------------
  Stephen L. Burts, Jr.,
  Vice Chairman of the Board

  /s/Thomas J. Prescott                                Date: September 2, 1998
--------------------------------------------
  Thomas J. Prescott,
  Executive Vice President, Treasurer,
  Principal Accounting and Financial Officer

                                                       Date: ________, 1998
--------------------------------------------
  Joe E. Beverly,
  Director

  /s/Richard Y. Bradley                                Date: September 2, 1998
  --------------------------------------------
  Richard Y. Bradley,
  Director

                                                       Date: ________, 1998
--------------------------------------------
  C. Edward Floyd,
  Director

                                                       Date: ________, 1998
--------------------------------------------
  Gardiner W. Garrard, Jr.,
  Director

                                                       Date: ________, 1998
--------------------------------------------
  V. Nathaniel Hansford,
  Director

  /s/John P. Illges, III                               Date: September 2, 1998
  ------------------------------------------
  John P. Illges, III,
  Director

  /s/Mason H. Lampton                                  Date: September 2, 1998
  ----------------------------------------------
  Mason H. Lampton,
  Director

                                                       Date: ________, 1998
--------------------------------------------
  Elizabeth C. Ogie,
  Director

                                                       Date: ________, 1998
--------------------------------------------
  H. Lynn Page,
  Director

  /s/Robert V. Royall, Jr.                             Date: September 2, 1998
  --------------------------------------------
  Robert V. Royall, Jr.,
  Director

                                                       Date: ________, 1998
--------------------------------------------
  Melvin T. Stith,
  Director

  filings\snv\opts-898.s8