As filed with the Securities and Exchange Commission on June 8, 2004
                                                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.)

     1111 Bay Avenue
     Suite 500
     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 Share Exchange between Synovus Financial Corp. and Trust One Bank
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
             Senior Vice President and Senior Deputy General Counsel
                             Synovus Financial Corp.
                                 1111 Bay Avenue
                                    Suite 501
                             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
===============================================================================
<TABLE>
<CAPTION>

       Title of                                      Proposed               Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be                Offering               Aggregate            Registration
      Registered             Registered           Price Per Share        Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                   <C>                     <C>
Common Stock,              179,630<f1>                $25.47<f2>         $4,575,176.10<f2>           $579.67
$1.00 par value
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common Stock Rights        179,630                       (3)                    (3)                    (3)
--------------------------------------------------------------------------------------------------------------------
<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 Share Exchange with
         Trust One Bank. This Registration Statement also covers any additional
         shares of common stock issued or issuable as a result of a stock split
         or stock dividend.
  <f1>   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 June 7,
         2004.
  <f3>   The common stock 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>

<PAGE>




                                     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, 2003, as amended.

      (ii)  The Company's Registration Statement on Form S-4 filed with the
            Securities and Exchange Commission on March 12, 2004 and amended on
            April 12, 2004.

  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
            4.1 of the Company's Registration Statement on Form 8-A, filed with
            the Securities and Exchange Commission on April 28, 1999, 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, Senior Deputy General Counsel of the Company.

                                       2
<PAGE>


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.

      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
                                       3
<PAGE>


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 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.

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


                                       4
<PAGE>


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 4.2 of the Company's Registration Statement on Form S-4, as
            amended by Amendment No.1, filed with the Securities and Exchange
            Commission on January 16, 2003 (File No. 333-102370).

  4.3       Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
            the Company's Registration Statement on Form 8-A, filed with the
            Securities and Exchange Commission on April 28, 1999, pursuant to
            the Section 12 of the Exchange Act.

  4.4       Agreement and Plan of Share Exchange dated as of December 17, 2003,
            between Trust One Bank 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 March 12, 2004 and
            amended on April 12, 2004 (File No. 333-113539).

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

  23.1      Consent of KPMG LLP.

  23.2      The consent of Kathleen Moates, Senior 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 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.


                                       5
<PAGE>



  (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
  Acq\Trust One\s-8.doc


<PAGE>
                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 7th of June, 2004.

                                         SYNOVUS FINANCIAL CORP.
                                                (Registrant)


                                         By: /s/James H. Blanchard
                                           -----------------------
                                         James H. Blanchard,
                                         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
Richard E. Anthony, 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/James H. Blanchard                              Date: June 7, 2004
-----------------------------------------
James H. Blanchard,
Principal Executive Officer and Director


/s/James D. Yancey                                 Date: June 7, 2004
-----------------------------------------
James D. Yancey,
Chairman of the Board


/s/Richard E. Anthony                              Date: June 7, 2004
-----------------------------------------
Richard E. Anthony,
President and Director




<PAGE>



/s/Thomas J. Prescott                              Date: June 7, 2004
-----------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial
Officer


/s/Daniel P. Amos                                  Date: June 7, 2004
-----------------------------------------
Daniel P. Amos,
Director


-----------------------------------------          Date: _________, 2004
Joe E. Beverly,
Director


-----------------------------------------          Date: _________, 2004
Richard Y. Bradley,
Director


-----------------------------------------          Date: _________, 2004
Frank W. Brumley,
Director


-----------------------------------------          Date: _________, 2004
Elizabeth W. Camp,
Director


-----------------------------------------          Date: _________, 2004
C. Edward Floyd,
Director


/s/Gardiner W. Garrard, Jr.                        Date: June 7, 2004
-----------------------------------------
Gardiner W. Garrard, Jr.,
Director


/s/T. Michael Goodrich                             Date: June 7, 2004
-----------------------------------------
T. Michael Goodrich,
Director


/s/V. Nathaniel Hansford                           Date: June 7, 2004
-----------------------------------------
V. Nathaniel Hansford,
Director

<PAGE>

/s/John P. Illges, III                             Date: June 7, 2004
-----------------------------------------
John P. Illges, III,
Director


-----------------------------------------          Date: _________, 2004
Alfred W. Jones III,
Director


/s/Mason H. Lampton                                Date: June 7, 2004
-----------------------------------------
Mason H. Lampton,
Director


/s/Elizabeth C. Ogie                               Date: June 7, 2004
-----------------------------------------
Elizabeth C. Ogie,
Director


/s/H. Lynn Page                                    Date: June 7, 2004
-----------------------------------------
H. Lynn Page,
Director


-----------------------------------------          Date: _________, 2004
J. Neal Purcell,
Director


/s/Melvin T. Stith                                 Date: June 7, 2004
-----------------------------------------
Melvin T. Stith,
Director


/s/William B. Turner, Jr.                          Date: June 7, 2004
-----------------------------------------
William B. Turner, Jr.,
Director
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "TRUST ONE S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 24553}]
{"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": "333-116259", "film-number": "04853049"}, "business-address": {"street1": "901 FRONT AVENUE", "street2": "STE 202 PO BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066494818"}, "mail-address": {"street1": "901 FRONT AVE", "street2": "STE 202 PO 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 June 8, 2004
                                                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.)

     1111 Bay Avenue
     Suite 500
     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 Share Exchange between Synovus Financial Corp. and Trust One Bank
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
             Senior Vice President and Senior Deputy General Counsel
                             Synovus Financial Corp.
                                 1111 Bay Avenue
                                    Suite 501
                             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                                      Proposed               Proposed
      Securities               Amount                 Maximum                Maximum               Amount of
         to be                  to be                Offering               Aggregate            Registration
      Registered             Registered           Price Per Share        Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock,              179,630
$25.47
$4,575,176.10
$579.67
$1.00 par value
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------

Common Stock Rights        179,630                       (3)                    (3)                    (3)
--------------------------------------------------------------------------------------------------------------------
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 Share Exchange with
         Trust One Bank. This Registration Statement also covers any additional
         shares of common stock issued or issuable as a result of a stock split
         or stock dividend.
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 June 7,
         2004.
The common stock 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.
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, 2003, as amended.

      (ii)  The Company's Registration Statement on Form S-4 filed with the
            Securities and Exchange Commission on March 12, 2004 and amended on
            April 12, 2004.

  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
            4.1 of the Company's Registration Statement on Form 8-A, filed with
            the Securities and Exchange Commission on April 28, 1999, 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, Senior 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.

      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
                                       3
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 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.

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

                                       4
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 4.2 of the Company's Registration Statement on Form S-4, as
            amended by Amendment No.1, filed with the Securities and Exchange
            Commission on January 16, 2003 (File No. 333-102370).

  4.3       Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
            the Company's Registration Statement on Form 8-A, filed with the
            Securities and Exchange Commission on April 28, 1999, pursuant to
            the Section 12 of the Exchange Act.

  4.4       Agreement and Plan of Share Exchange dated as of December 17, 2003,
            between Trust One Bank 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 March 12, 2004 and
            amended on April 12, 2004 (File No. 333-113539).

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

  23.1      Consent of KPMG LLP.

  23.2      The consent of Kathleen Moates, Senior 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 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.

                                       5
(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
  Acq\Trust One\s-8.doc
SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 7th of June, 2004.

                                         SYNOVUS FINANCIAL CORP.
                                                (Registrant)

                                         By: /s/James H. Blanchard
                                           -----------------------
                                         James H. Blanchard,
                                         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
Richard E. Anthony, 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/James H. Blanchard                              Date: June 7, 2004
-----------------------------------------
James H. Blanchard,
Principal Executive Officer and Director

/s/James D. Yancey                                 Date: June 7, 2004
-----------------------------------------
James D. Yancey,
Chairman of the Board

/s/Richard E. Anthony                              Date: June 7, 2004
-----------------------------------------
Richard E. Anthony,
President and Director
/s/Thomas J. Prescott                              Date: June 7, 2004
-----------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial
Officer

/s/Daniel P. Amos                                  Date: June 7, 2004
-----------------------------------------
Daniel P. Amos,
Director

-----------------------------------------          Date: _________, 2004
Joe E. Beverly,
Director

-----------------------------------------          Date: _________, 2004
Richard Y. Bradley,
Director

-----------------------------------------          Date: _________, 2004
Frank W. Brumley,
Director

-----------------------------------------          Date: _________, 2004
Elizabeth W. Camp,
Director

-----------------------------------------          Date: _________, 2004
C. Edward Floyd,
Director

/s/Gardiner W. Garrard, Jr.                        Date: June 7, 2004
-----------------------------------------
Gardiner W. Garrard, Jr.,
Director

/s/T. Michael Goodrich                             Date: June 7, 2004
-----------------------------------------
T. Michael Goodrich,
Director

/s/V. Nathaniel Hansford                           Date: June 7, 2004
-----------------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III                             Date: June 7, 2004
-----------------------------------------
John P. Illges, III,
Director

-----------------------------------------          Date: _________, 2004
Alfred W. Jones III,
Director

/s/Mason H. Lampton                                Date: June 7, 2004
-----------------------------------------
Mason H. Lampton,
Director

/s/Elizabeth C. Ogie                               Date: June 7, 2004
-----------------------------------------
Elizabeth C. Ogie,
Director

/s/H. Lynn Page                                    Date: June 7, 2004
-----------------------------------------
H. Lynn Page,
Director

-----------------------------------------          Date: _________, 2004
J. Neal Purcell,
Director

/s/Melvin T. Stith                                 Date: June 7, 2004
-----------------------------------------
Melvin T. Stith,
Director

/s/William B. Turner, Jr.                          Date: June 7, 2004
-----------------------------------------
William B. Turner, Jr.,
Director