SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                 ______________________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                 ______________________________
     
                  SOUTHERN NATIONAL CORPORATION   
     (Exact name of registrant as specified in its charter)
     
          NORTH CAROLINA                                   56-0939887        
(State or other jurisdiction of             (I.R.S. Employer Identification
 incorpation of organization)                            Number) 
                                  
     
     
     
                         200 West Second Street
                 Winston-Salem, North Carolina  27101                 
     (Address of principal executive offices, including zip code)
     
                        
                  SOUTHERN NATIONAL CORPORATION
                1995 OMNIBUS STOCK INCENTIVE PLAN
                    (Full title of the plan)
                               
                                                      
                               
                               
                    Jerone C. Herring, Esq.
                 Southern National Corporation
                    200 West Second Street
                           3rd Floor
              Winston-Salem, North Carolina 27101
                        (910) 733-2180                        
     (Name, address and telephone number, including area code,
                     of agent for service)
                               
                                
                            CALCULATION OF REGISTRATION FEE                    
        
                           
     
                                      Proposed      Proposed
Title of                              maximum       maximum
securities          Amount            offering      aggregate      Amount of
to be               to be             price         offering       registration
registered          registered        per share(1)  price(1)       fee(1)     

Common 
Stock, par value                  
$5.00 per share    6,000,000 shares   $28.625        $171,750,000   $59,224
                                                                 
     
     (1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high 
              and low prices of the registrant's common stock on May 13, 1996,
              as reported on the New York Stock Exchange.
     
<PAGE>
                                                    <PAGE>
  
                                PART II


            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Southern National
Corporation (the "Company" or "SNC") with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated
herein by reference:

         (a)  the Company's Annual Report on Form 10-K for the
year ended December 31, 1995;

         (b)  the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;

         (c)  the Company's Current Reports on Form 8-K filed
with the Commission on April 15, 1996 and May 3, 1996, respectively; 

         (d)  all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
referred to in (a) above; and

         (e)  the description of the Company's Common Stock, par
value $5.00 per share, contained in the Company's registration
statement filed with respect to such Common Stock, including any
amendment or report filed for the purposes of updating such
description.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the laws of North Carolina, the Amended
and Restated Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors and
officers for monetary damages to the Company or its shareholders
except in the event of willful misconduct or a knowing violation of
the criminal law or any federal or state securities law.  The
Articles also require indemnification of any person against
liability incurred in connection with any proceeding to which that
person is made a party by reason of (i) his service to the Company
as a director or officer or (ii) his service as director, officer,
trustee or partner to some other enterprise at the request of the
Company, except in the event of willful misconduct or a knowing
violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                II - 1
<PAGE>
<PAGE>
Item 8.  Exhibits.

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

    Number              Description

    
    5         Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C.

    23.1      Consent of Independent Public Accountants.
    
    23.2      Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. (included 
              in Exhibit 5).

    24        Power of Attorney of Directors and Officers of the Company.


Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes: 

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

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

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

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

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

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

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

(b) The Company hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each
    filing of the Company's annual report pursuant to Section
    13(a) or Section 15(d) of the Exchange Act that is
    incorporated by reference in the Registration Statement shall
    be deemed to be a new registration statement 
    
                                II - 2    
<PAGE>                                
    relating to the securities offered therein, and the offering of such 
    securities at that time shall be deemed to be the initial bona fide
    offering thereof. 

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


                                II - 3
<PAGE>
<PAGE>
                                SIGNATURES

                              THE REGISTRANT

    Pursuant to the requirements of the Securities Act of 1933,
Southern National Corporation 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 Winston-Salem, State of North Carolina, on this 15th
day of May, 1996.

                        SOUTHERN NATIONAL CORPORATION

                        By:  Jerone C.  Herring  
                             Jerone C.  Herring
                             Executive Vice President

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated on May 15, 1996. 


     John A. Allison IV*                         Scott E. Reed                 
Name:    John A. Allison IV                  Name:    Scott E. Reed
Title:   Chairman of the Board and           Title:   Senior Executive Vice
         Chief Executive Officer                      President and Chief
         (principal executive officer)                Financial Officer


     Sherry A. Kellett                           Paul B. Barringer*            
Name:    Sherry A. Kellett                   Name:    Paul B. Barringer
Title:   Executive Vice President            Title:   Director
         and Controller
         (principal accounting officer)       


     W. R. Cuthbertson, Jr.*                                     
Name:    W. R. Cuthbertson, Jr.              Name:    Ronald E. Deal
Title:   Director                            Title:   Director


     A. J. Dooley, Sr.*                          Joe L. Dudley, Sr.*           
Name:    A. J. Dooley, Sr.                   Name:    Joe L. Dudley, Sr.
Title:   Director                            Title:   Director

     Tom D. Efird*                               O. William Fenn, Jr.*          
Name:    Tom D. Efird                        Name:    O. William Fenn, Jr.
Title:   Director                            Title:   Director



     Paul S. Goldsmith*                          L. Vincent Hackley*            
Name:    Paul S. Goldsmith                   Name:    L. Vincent Hackley
Title:   Director                            Title:   Director


     Ernest F. Hardee*                           Richard Janeway, M.D.*         
Name:    Ernest F. Hardee                    Name:    Richard Janeway, M.D.
Title:   Director                            Title:   Director

                                II - 4
<PAGE>

     J. Ernest Lathem, M.D.*                     James H. Maynard*              
Name:    J. Ernest Lathem, M.D.              Name:    James H. Maynard
Title:   Director                            Title:   Director

     Joseph A. McAleer*                          Albert O. McCauley*            
Name:    Joseph A. McAleer                   Name:    Albert O. McCauley
Title:   Director                            Title:   Director

     Dickson McLean, Jr.*                        Charles E. Nichols*            
Name:    Dickson McLean, Jr.                 Name:    Charles E. Nichols
Title:   Director                            Title:   Director

     L. Glenn Orr, Jr.*                          A. Winniett Peters*            
Name:    L. Glenn Orr, Jr.                   Name:    A. Winniett Peters
Title:   Director                            Title:   Director

     Richard L. Player, Jr.*                     C. Edward Pleasants, Jr.*      
Name:    Richard L. Player, Jr.              Name:    C. Edward Pleasants, Jr.
Title:   Director                            Title:   Director

     Nido R. Qubein*                             A. Tab Williams, Jr.*          
Name:    Nido R. Qubein                      Name:    A. Tab Williams, Jr.
Title:   Director                            Title:   Director

    
    


*By: Jerone C. Herring                  
     Name:  Jerone C. Herring
     Attorney-in-Fact

                                    II - 5
<PAGE>
<PAGE>
                               
                               EXHIBIT INDEX
                                    to
                   Registration Statement on Form S-8 of
                       Southern National Corporation


         
         
         
         
         
         
         
Exhibit No.            Description                            

     
     5            Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C.
     
     23.1         Consent of Independent Public Accountants.
     
     23.2         Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. 
                  (included in Exhibit 5).
     
     24           Power of Attorney of Directors and Officers of the
                  Company.
<PAGE>
     
<PAGE>
                           
                     WOMBLE CARLYLE SANDRIDGE & RICE         Exhibit 5
                A PROFESSIONAL LIMITED LIABILITY COMPANY
                      3300 ONE FIRST UNION CENTER
                       301 SOUTH COLLEGE STREET
                 CHARLOTTE, NORTH CAROLINA 28202-6025
                                                           OTHER OFFICES
GARZA BALDWIN, III       TELEPHONE (704) 331-4900           ATLANTA, GA  
(704) 331-4907           FACSIMILE (704) 331-4955           RALEIGH, NC
                                                         WINSTON-SALEM, NC 


                               May 15, 1996


Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

          Re:  Registration Statement on Form S-8 with respect
               to the Southern National Corporation 1995 Omnibus
               Stock Incentive Plan 

Ladies and Gentlemen:

          We are acting as counsel for Southern National
Corporation (the "Company") in connection with its registration
under the Securities Act of 1933, as amended, of 6,000,000 shares of
its common stock, $5.00 par value (the "Shares"), which are proposed
to be offered and sold pursuant to the Company's 1995 Omnibus Stock
Incentive Plan, as amended and restated effective April 23, 1996
(the "Plan"), and pursuant to the Company's Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") with respect
to the Shares. 

          In rendering this opinion, we have relied upon, among
other things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary. 

          Based upon the foregoing, and having regard for such
legal considerations as we have deemed relevant, we are of the
opinion that the Shares have been duly authorized and, upon issuance
pursuant to the terms of the Plan, will be validly issued, fully
paid and nonassessable. 

          We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. 

                                   Sincerely,

                                   WOMBLE CARLYLE SANDRIDGE & RICE
                                   A Professional Limited Liability Company    
             
                         
                              
                                   By:       Garza Baldwin, III
                                             Garza Baldwin, III

<PAGE>

                                                               Exhibit 23.1


                 Consent of Independent Public Accountants

     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 18, 1996 (except with respect to the matter
discussed in Note J to the consolidated financial statements, as to
which the date is February 28, 1996), included in Southern National
Corporation's Form 10-K for the year ended December 31, 1995, and to
all references to our firm included in this registration statement.


                                        ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
May 15, 1996.

<PAGE>
<PAGE>
                                                                 
                                                             Exhibit 24
                             POWER OF ATTORNEY

     Each of the undersigned, being a director of Southern National
Corporation (the  Corporation ), hereby nominates, constitutes and
appoints John A. Allison, Scott E. Reed and Jerone C. Herring, or
any one of them severally, to be his true and lawful attorney-in-
fact and on his behalf and in his name to sign a registration
statement or registration statements on Form S-8, and all amendments
thereto, and to file the same under the Securities Act of 1933, as
amended (the  Act ), in connection with the registration under the
Act of shares of the Corporation's common stock issuable pursuant to
the Southern National Corporation 1995 Omnibus Stock Incentive Plan,
as it may be amended from time to time, the registration statement
or registration statements to be in such form as such attorney-in-
fact shall approve, such approval to be conclusively evidenced by
his signing thereof; and each of the undersigned agrees to ratify
and confirm all that such attorneys-in-fact or any of them shall do
in the exercise or purported exercise of the powers hereby granted. 

     IN WITNESS WHEREOF, this Power of Attorney has been executed
by the undersigned this 24th day of October, 1995.


John A. Allison                    J. Ernest Lathem, M.D.                     
John A. Allison                    J. Ernest Lathem, M.D.

Paul B. Barringer                  James H. Maynard                  
Paul B. Barringer                  James H. Maynard

W. R. Cuthbertson, Jr.             Joseph A. McAleer, Jr.                     
W. R. Cuthbertson, Jr.             Joseph A. McAleer, Jr.

                                   Albert O. McCauley                 
Ronald E. Deal                     Albert O. McCauley

A. J. Dooley, Sr.                  Dickson McLean, Jr.                      
A. J. Dooley, Sr.                  Dickson McLean, Jr.

Joe L. Dudley, Sr.                 Charles E. Nichols                  
Joe L. Dudley, Sr.                 Charles E. Nichols

Tom D. Efird                       L. Glenn Orr, Jr.                      
Tom D. Efird                       L. Glenn Orr, Jr.

O. William Fenn, Jr.               A. Winniett Peters                   
O. William Fenn, Jr.               A. Winniett Peters

Paul S. Goldsmith                  Richard L. Player, Jr.                      
Paul S. Goldsmith                  Richard L. Player, Jr.

Lloyd Vincent Hackley              C. Edward Pleasants, Jr.                    
Lloyd Vincent Hackley              C. Edward Pleasants, Jr.

Ernest F. Hardee                   Nido R. Qubein                   
Ernest F. Hardee                   Nido R. Qubein

Richard Janeway, M.D.              A. Tab Williams, Jr.                      
Richard Janeway, M.D.              A. Tab Williams, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20538}]
{"company-data": {"conformed-name": "SOUTHERN NATIONAL CORP /NC/", "cik": "0000092230", "assigned-sic": "6021", "irs-number": "560939887", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03989", "film-number": "96569449"}, "business-address": {"street1": "500 N CHESTNUT ST", "city": "LUMBERTON", "state": "NC", "zip": "28358", "phone": "9196712000"}, "mail-address": {"street1": "500 NORTH CHESTNUT STREET", "city": "LUMBERTON", "state": "NC", "zip": "28358"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                 ______________________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                 ______________________________
     
                  SOUTHERN NATIONAL CORPORATION   
     (Exact name of registrant as specified in its charter)
     
          NORTH CAROLINA                                   56-0939887        
(State or other jurisdiction of             (I.R.S. Employer Identification
 incorpation of organization)                            Number) 
                                  
     
     
     
                         200 West Second Street
                 Winston-Salem, North Carolina  27101                 
     (Address of principal executive offices, including zip code)
     
                        
                  SOUTHERN NATIONAL CORPORATION
                1995 OMNIBUS STOCK INCENTIVE PLAN
                    (Full title of the plan)
                               
                                                      
                               
                               
                    Jerone C. Herring, Esq.
                 Southern National Corporation
                    200 West Second Street
                           3rd Floor
              Winston-Salem, North Carolina 27101
                        (910) 733-2180                        
     (Name, address and telephone number, including area code,
                     of agent for service)
                               
                                
                            CALCULATION OF REGISTRATION FEE                    
        
                           
     
                                      Proposed      Proposed
Title of                              maximum       maximum
securities          Amount            offering      aggregate      Amount of
to be               to be             price         offering       registration
registered          registered        per share(1)  price(1)       fee(1)     

Common 
Stock, par value                  
$5.00 per share    6,000,000 shares   $28.625        $171,750,000   $59,224
                                                                 
     
     (1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high 
              and low prices of the registrant's common stock on May 13, 1996,
              as reported on the New York Stock Exchange.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Southern National
Corporation (the "Company" or "SNC") with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated
herein by reference:

         (a)  the Company's Annual Report on Form 10-K for the
year ended December 31, 1995;

         (b)  the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996;

         (c)  the Company's Current Reports on Form 8-K filed
with the Commission on April 15, 1996 and May 3, 1996, respectively; 

         (d)  all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
referred to in (a) above; and

         (e)  the description of the Company's Common Stock, par
value $5.00 per share, contained in the Company's registration
statement filed with respect to such Common Stock, including any
amendment or report filed for the purposes of updating such
description.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the laws of North Carolina, the Amended
and Restated Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors and
officers for monetary damages to the Company or its shareholders
except in the event of willful misconduct or a knowing violation of
the criminal law or any federal or state securities law.  The
Articles also require indemnification of any person against
liability incurred in connection with any proceeding to which that
person is made a party by reason of (i) his service to the Company
as a director or officer or (ii) his service as director, officer,
trustee or partner to some other enterprise at the request of the
Company, except in the event of willful misconduct or a knowing
violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                II - 1
Item 8.  Exhibits.

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

    Number              Description

    
    5         Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C.

    23.1      Consent of Independent Public Accountants.
    
    23.2      Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. (included 
              in Exhibit 5).

    24        Power of Attorney of Directors and Officers of the Company.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes: 

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

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

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

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

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

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

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

(b) The Company hereby undertakes that, for purposes of
    determining any liability under the Securities Act, each
    filing of the Company's annual report pursuant to Section
    13(a) or Section 15(d) of the Exchange Act that is
    incorporated by reference in the Registration Statement shall
    be deemed to be a new registration statement 
    
                                II - 2
relating to the securities offered therein, and the offering of such 
    securities at that time shall be deemed to be the initial bona fide
    offering thereof. 

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

                                II - 3
SIGNATURES

                              THE REGISTRANT

    Pursuant to the requirements of the Securities Act of 1933,
Southern National Corporation 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 Winston-Salem, State of North Carolina, on this 15th
day of May, 1996.

                        SOUTHERN NATIONAL CORPORATION

                        By:  Jerone C.  Herring  
                             Jerone C.  Herring
                             Executive Vice President

    Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities indicated on May 15, 1996. 

     John A. Allison IV*                         Scott E. Reed                 
Name:    John A. Allison IV                  Name:    Scott E. Reed
Title:   Chairman of the Board and           Title:   Senior Executive Vice
         Chief Executive Officer                      President and Chief
         (principal executive officer)                Financial Officer

     Sherry A. Kellett                           Paul B. Barringer*            
Name:    Sherry A. Kellett                   Name:    Paul B. Barringer
Title:   Executive Vice President            Title:   Director
         and Controller
         (principal accounting officer)       

     W. R. Cuthbertson, Jr.*                                     
Name:    W. R. Cuthbertson, Jr.              Name:    Ronald E. Deal
Title:   Director                            Title:   Director

     A. J. Dooley, Sr.*                          Joe L. Dudley, Sr.*           
Name:    A. J. Dooley, Sr.                   Name:    Joe L. Dudley, Sr.
Title:   Director                            Title:   Director

     Tom D. Efird*                               O. William Fenn, Jr.*          
Name:    Tom D. Efird                        Name:    O. William Fenn, Jr.
Title:   Director                            Title:   Director

     Paul S. Goldsmith*                          L. Vincent Hackley*            
Name:    Paul S. Goldsmith                   Name:    L. Vincent Hackley
Title:   Director                            Title:   Director

     Ernest F. Hardee*                           Richard Janeway, M.D.*         
Name:    Ernest F. Hardee                    Name:    Richard Janeway, M.D.
Title:   Director                            Title:   Director

                                II - 4
J. Ernest Lathem, M.D.*                     James H. Maynard*              
Name:    J. Ernest Lathem, M.D.              Name:    James H. Maynard
Title:   Director                            Title:   Director

     Joseph A. McAleer*                          Albert O. McCauley*            
Name:    Joseph A. McAleer                   Name:    Albert O. McCauley
Title:   Director                            Title:   Director

     Dickson McLean, Jr.*                        Charles E. Nichols*            
Name:    Dickson McLean, Jr.                 Name:    Charles E. Nichols
Title:   Director                            Title:   Director

     L. Glenn Orr, Jr.*                          A. Winniett Peters*            
Name:    L. Glenn Orr, Jr.                   Name:    A. Winniett Peters
Title:   Director                            Title:   Director

     Richard L. Player, Jr.*                     C. Edward Pleasants, Jr.*      
Name:    Richard L. Player, Jr.              Name:    C. Edward Pleasants, Jr.
Title:   Director                            Title:   Director

     Nido R. Qubein*                             A. Tab Williams, Jr.*          
Name:    Nido R. Qubein                      Name:    A. Tab Williams, Jr.
Title:   Director                            Title:   Director

    
    

*By: Jerone C. Herring                  
     Name:  Jerone C. Herring
     Attorney-in-Fact

                                    II - 5
EXHIBIT INDEX
                                    to
                   Registration Statement on Form S-8 of
                       Southern National Corporation

         
         
         
         
         
         
         
Exhibit No.            Description                            

     
     5            Opinion of Womble Carlyle Sandridge & Rice, P.L.L.C.
     
     23.1         Consent of Independent Public Accountants.
     
     23.2         Consent of Womble Carlyle Sandridge & Rice, P.L.L.C. 
                  (included in Exhibit 5).
     
     24           Power of Attorney of Directors and Officers of the
                  Company.
WOMBLE CARLYLE SANDRIDGE & RICE         Exhibit 5
                A PROFESSIONAL LIMITED LIABILITY COMPANY
                      3300 ONE FIRST UNION CENTER
                       301 SOUTH COLLEGE STREET
                 CHARLOTTE, NORTH CAROLINA 28202-6025
                                                           OTHER OFFICES
GARZA BALDWIN, III       TELEPHONE (704) 331-4900           ATLANTA, GA  
(704) 331-4907           FACSIMILE (704) 331-4955           RALEIGH, NC
                                                         WINSTON-SALEM, NC 

                               May 15, 1996

Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

          Re:  Registration Statement on Form S-8 with respect
               to the Southern National Corporation 1995 Omnibus
               Stock Incentive Plan 

Ladies and Gentlemen:

          We are acting as counsel for Southern National
Corporation (the "Company") in connection with its registration
under the Securities Act of 1933, as amended, of 6,000,000 shares of
its common stock, $5.00 par value (the "Shares"), which are proposed
to be offered and sold pursuant to the Company's 1995 Omnibus Stock
Incentive Plan, as amended and restated effective April 23, 1996
(the "Plan"), and pursuant to the Company's Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") with respect
to the Shares. 

          In rendering this opinion, we have relied upon, among
other things, our examination of such records of the Company and
certificates of its officers and of public officials as we have
deemed necessary. 

          Based upon the foregoing, and having regard for such
legal considerations as we have deemed relevant, we are of the
opinion that the Shares have been duly authorized and, upon issuance
pursuant to the terms of the Plan, will be validly issued, fully
paid and nonassessable. 

          We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. 

                                   Sincerely,

                                   WOMBLE CARLYLE SANDRIDGE & RICE
                                   A Professional Limited Liability Company    
             
                         
                              
                                   By:       Garza Baldwin, III
                                             Garza Baldwin, III
Exhibit 23.1

                 Consent of Independent Public Accountants

     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 18, 1996 (except with respect to the matter
discussed in Note J to the consolidated financial statements, as to
which the date is February 28, 1996), included in Southern National
Corporation's Form 10-K for the year ended December 31, 1995, and to
all references to our firm included in this registration statement.

                                        ARTHUR ANDERSEN LLP

Charlotte, North Carolina,
May 15, 1996.
Exhibit 24
                             POWER OF ATTORNEY

     Each of the undersigned, being a director of Southern National
Corporation (the  Corporation ), hereby nominates, constitutes and
appoints John A. Allison, Scott E. Reed and Jerone C. Herring, or
any one of them severally, to be his true and lawful attorney-in-
fact and on his behalf and in his name to sign a registration
statement or registration statements on Form S-8, and all amendments
thereto, and to file the same under the Securities Act of 1933, as
amended (the  Act ), in connection with the registration under the
Act of shares of the Corporation's common stock issuable pursuant to
the Southern National Corporation 1995 Omnibus Stock Incentive Plan,
as it may be amended from time to time, the registration statement
or registration statements to be in such form as such attorney-in-
fact shall approve, such approval to be conclusively evidenced by
his signing thereof; and each of the undersigned agrees to ratify
and confirm all that such attorneys-in-fact or any of them shall do
in the exercise or purported exercise of the powers hereby granted. 

     IN WITNESS WHEREOF, this Power of Attorney has been executed
by the undersigned this 24th day of October, 1995.

John A. Allison                    J. Ernest Lathem, M.D.                     
John A. Allison                    J. Ernest Lathem, M.D.

Paul B. Barringer                  James H. Maynard                  
Paul B. Barringer                  James H. Maynard

W. R. Cuthbertson, Jr.             Joseph A. McAleer, Jr.                     
W. R. Cuthbertson, Jr.             Joseph A. McAleer, Jr.

                                   Albert O. McCauley                 
Ronald E. Deal                     Albert O. McCauley

A. J. Dooley, Sr.                  Dickson McLean, Jr.                      
A. J. Dooley, Sr.                  Dickson McLean, Jr.

Joe L. Dudley, Sr.                 Charles E. Nichols                  
Joe L. Dudley, Sr.                 Charles E. Nichols

Tom D. Efird                       L. Glenn Orr, Jr.                      
Tom D. Efird                       L. Glenn Orr, Jr.

O. William Fenn, Jr.               A. Winniett Peters                   
O. William Fenn, Jr.               A. Winniett Peters

Paul S. Goldsmith                  Richard L. Player, Jr.                      
Paul S. Goldsmith                  Richard L. Player, Jr.

Lloyd Vincent Hackley              C. Edward Pleasants, Jr.                    
Lloyd Vincent Hackley              C. Edward Pleasants, Jr.

Ernest F. Hardee                   Nido R. Qubein                   
Ernest F. Hardee                   Nido R. Qubein

Richard Janeway, M.D.              A. Tab Williams, Jr.                      
Richard Janeway, M.D.              A. Tab Williams, Jr.