Registration No. 333-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                           FIRST NATIONAL CORPORATION
             (Exact name of registrant, as specified in its charter)

                            SOUTH CAROLINA 57-0799315
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                         950 John C. Calhoun Drive, S.E.
                        Orangeburg, South Carolina 29115
                    (Address of principal executive offices)
                                ----------------

          FIRST NATIONAL CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                ----------------

                               C. JOHN HIPP, III.
                      President and Chief Executive Officer
                           First National Corporation
                         950 John C. Calhoun Drive, S.E.
                        Orangeburg, South Carolina 29115
                     (Name and address of agent for service)

                                 (803) 531-0565
          (Telephone number, including area code, of agent for service)
                                ----------------
                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
========================================= ==================== ==================== ====================== ====================
                                                                 Proposed maximum         Proposed
  Title of each class of securities          Amount to be         offering price      maximum aggregate          Amount of
          to be registered                    registered             per unit           offering price       registration fee
----------------------------------------- -------------------- -------------------- ---------------------- --------------------
<S>                                        <C>                       <C>                  <C>                      <C>
    Common Stock, $2.50 par value          300,000 shares (1)        $27.43 (2)           $8,229,000 (2)           $757.07
========================================= ==================== ==================== ====================== ====================
</TABLE>
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also relates to an indeterminate number of
      additional shares of common stock issuable with respect to the shares
      registered hereunder in the event of a stock split, stock dividend or
      other similar transaction.

(2)   In accordance  with Rule  457(h)(1) of  Regulation C, the price for the
      shares is computed on the basis of the average high ($27.75) and low
      ($27.10)  prices for shares of Common Stock on June 5, 2002 as reported by
      the American Stock Exchange.
================================================================================
<PAGE>

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by First National Corporation (the "Company") are
incorporated by reference into this Registration Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended December
         31, 2001;

     (b) The Company's Quarterly Report on Form 10-Q for the three months ended
         March 31, 2002, as amended by the Quarterly Report on Form 10-Q/A filed
         with the Commission on May 17, 2002;

     (c) All other reports filed by the Company pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
         the end of its latest fiscal year; and

     (d) The description of the Common Stock, par value $2.50 per share ("Common
         Stock"), of the Company set forth in the Company's registration
         statement on Form 8-A filed on January 21, 1997 pursuant to Section 12
         of the Exchange Act and any amendment or report filed for the purpose
         of updating such description.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all of such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Company's Bylaws, the Company may indemnify its officers and
directors to the maximum extent permitted by law. Under the South Carolina
Business Corporation Act of 1988 (the "Act"), a South Carolina corporation has
the power to indemnify directors and officers, provided they act in good faith
and reasonably believe that their conduct was lawful and in the corporate
interest (or not opposed thereto), as set forth in such statute. The Act also
empowers a corporation to provide insurance for directors and officers against
liability arising out of their positions, even though the insurance coverage is
broader than the power of the corporation to indemnify. Under the Act, unless
limited by its articles of incorporation, a corporation must indemnify a
director or officer who is wholly successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party because he is or was a
director or officer against reasonable expenses incurred by him in connection
with the proceeding. The Company's Articles of Incorporation do not provide
otherwise.

     Under the Company's articles of incorporation, no director of the Company
will be liable to the Company for monetary damages for breach of his fiduciary
duty as a director, to the maximum extent permitted by law.

     The Company maintains directors and officers' liability insurance for the
benefit of its directors and officers.

ITEM 8.     EXHIBITS.

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

         4.1        First National Corporation 2002 Employee Stock Purchase Plan



<PAGE>

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

         4.2        Articles of Incorporation of the Company, as amended
                    (incorporated by reference to Exhibit 3 filed with the
                    Quarterly Report on Form 10-Q of the Company for the fiscal
                    quarter ended June 30, 1996 and Exhibits 3.1 and 3.2 to the
                    Current Report on Form 8-K of the Company filed on May 23,
                    1997)

         4.3        Bylaws of the Company (incorporated by reference to Exhibit
                    3.2 filed with the Company's Annual Report on Form 10-K for
                    the year ended December 31, 1995)

         5          Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                    the validity of the shares being offered

         23.1       Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                    Exhibit 5)

         23.2       Consent of J. W. Hunt and Company, LLP

         24.1       Powers of Attorney


ITEM 9.     UNDERTAKINGS.

     The Company hereby undertakes as follows:

     (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 of 1933, each such post-effective amendment to this 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;

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

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this 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; and

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such 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 of 1933 and will be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Orangeburg, State of South Carolina, on this 7th day
of June, 2002.

                                         FIRST NATIONAL CORPORATION

                                     By: /s/ C. John Hipp
                                         ---------------------------------------
                                         C. John Hipp
                                         President and Chief Executive Officer


            Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE><CAPTION>
SIGNATURE                                             TITLE                             DATE
---------                                             -----                             ----
<S>                                          <C>                                    <C>
/s/ C. John Hipp, III                        President and Chief Executive          June 7, 2002
-----------------------------------------    Officer and Director (principal
C. John Hipp, III                            executive officer)

/s/ Richard C. Mathis                        Executive Vice President and Chief     June 7, 2002
-----------------------------------------    Financial Officer (Principal
Richard C. Mathis                            Financial Officer)

/s/ John L. Phillips                         Senior Vice President and Controller   June 7, 2002
-----------------------------------------    (Principal Accounting Officer)
John L. Phillips

/s/ Robert R. Horger*                        Director                               June 7, 2002
-----------------------------------------
Robert R. Horger

/s/ Colden R. Battey, Jr. *                  Director                               June 7, 2002
-----------------------------------------
Colden R. Battey, Jr.


/s/ Luther J. Battiste, III*                 Director                               June 7, 2002
-----------------------------------------
Luther J. Battiste, III

/s/ Charles W. Clark*                        Director                               June 7, 2002
-----------------------------------------
Charles W. Clark

/s/ M. Oswald Fogle*                         Director                               June 7, 2002
-----------------------------------------
M. Oswald Fogle

                                             Director
-----------------------------------------
Dwight W. Frierson
</TABLE>
<PAGE>

<TABLE><CAPTION>
<S>                                          <C>                                    <C>
/s/ John L. Gramling, Jr.*                   Director                               June 7, 2002
-----------------------------------------
John L. Gramling, Jr.

/s/ Richard L. Gray*                         Director                               June 7, 2002
-----------------------------------------
Richard L. Gray

/s/ Robert R. Hill, Jr.*                     Director                               June 7, 2002
-----------------------------------------
Robert R. Hill, Jr.

/s/ Harry M. Mims, Jr.*                      Director                               June 7, 2002
-----------------------------------------
Harry M. Mims, Jr.

/s/ Ralph W. Norman*                         Director                               June 7, 2002
-----------------------------------------
Ralph W. Norman

                                             Director
-----------------------------------------
Anne H. Oswald

/s/ Samuel A. Rodgers*                       Director                               June 7, 2002
-----------------------------------------
Samuel A. Rodgers

/s/ James W. Roquemore*                      Director                               June 7, 2002
-----------------------------------------
James W. Roquemore

/s/ Thomas E. Suggs*                         Director                               June 7, 2002
-----------------------------------------
Thomas E. Suggs

                                             Director
-----------------------------------------
A. Dewall Waters

/s/ John W. Williamson, III*                 Director                               June 7, 2002
-----------------------------------------
John W. Williamson, III

/s/ Cathy Cox Yeadon*                        Director                               June 7, 2002
-----------------------------------------
Cathy Cox Yeadon


*     By:     /s/ Richard C. Mathis
              ---------------------------
              Richard C. Mathis
              Attorney-in-fact
</TABLE>
<PAGE>


                                  EXHIBIT INDEX


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

         4.2        Articles of Incorporation of the Company, as amended
                    (incorporated by reference to Exhibit 3 filed with the
                    Quarterly Report on Form 10-Q of the Company for the fiscal
                    quarter ended June 30, 1996 and Exhibits 3.1 and 3.2 to the
                    Current Report on Form 8-K of the Company filed on May 23,
                    1997)

         4.3        Bylaws of the Company (incorporated by reference to Exhibit
                    3.2 filed with the Company's Annual Report on Form 10-K for
                    the year ended December 31, 1995)

         5          Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                    the validity of the shares being offered

         23.1       Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                    Exhibit 5)

         23.2       Consent of J. W. Hunt and Company, LLP

         24.1       Powers of Attorney
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{"company-data": {"conformed-name": "FIRST NATIONAL CORP /SC/", "cik": "0000764038", "assigned-sic": "6022", "irs-number": "570799315", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90014", "film-number": "02673195"}, "business-address": {"street1": "950 JOHN C CALHOUN DR S.E.", "city": "ORANGEBURG", "state": "SC", "zip": "29115", "phone": "8035342175"}, "mail-address": {"street1": "P O BOX 1287", "city": "ORANGEBURG", "state": "SC", "zip": "29116-1287"}}
Registration No. 333-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                           FIRST NATIONAL CORPORATION
             (Exact name of registrant, as specified in its charter)

                            SOUTH CAROLINA 57-0799315
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                         950 John C. Calhoun Drive, S.E.
                        Orangeburg, South Carolina 29115
                    (Address of principal executive offices)
                                ----------------

          FIRST NATIONAL CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                ----------------

                               C. JOHN HIPP, III.
                      President and Chief Executive Officer
                           First National Corporation
                         950 John C. Calhoun Drive, S.E.
                        Orangeburg, South Carolina 29115
                     (Name and address of agent for service)

                                 (803) 531-0565
          (Telephone number, including area code, of agent for service)
                                ----------------
                         CALCULATION OF REGISTRATION FEE
========================================= ==================== ==================== ====================== ====================
                                                                 Proposed maximum         Proposed
  Title of each class of securities          Amount to be         offering price      maximum aggregate          Amount of
          to be registered                    registered             per unit           offering price       registration fee
----------------------------------------- -------------------- -------------------- ---------------------- --------------------
Common Stock, $2.50 par value          300,000 shares (1)        $27.43 (2)           $8,229,000 (2)           $757.07
========================================= ==================== ==================== ====================== ====================
(1)   Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      registration statement also relates to an indeterminate number of
      additional shares of common stock issuable with respect to the shares
      registered hereunder in the event of a stock split, stock dividend or
      other similar transaction.

(2)   In accordance  with Rule  457(h)(1) of  Regulation C, the price for the
      shares is computed on the basis of the average high ($27.75) and low
      ($27.10)  prices for shares of Common Stock on June 5, 2002 as reported by
      the American Stock Exchange.
================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by First National Corporation (the "Company") are
incorporated by reference into this Registration Statement:

     (a) The Company's Annual Report on Form 10-K for the year ended December
         31, 2001;

     (b) The Company's Quarterly Report on Form 10-Q for the three months ended
         March 31, 2002, as amended by the Quarterly Report on Form 10-Q/A filed
         with the Commission on May 17, 2002;

     (c) All other reports filed by the Company pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
         the end of its latest fiscal year; and

     (d) The description of the Common Stock, par value $2.50 per share ("Common
         Stock"), of the Company set forth in the Company's registration
         statement on Form 8-A filed on January 21, 1997 pursuant to Section 12
         of the Exchange Act and any amendment or report filed for the purpose
         of updating such description.

     All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all of such securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Company's Bylaws, the Company may indemnify its officers and
directors to the maximum extent permitted by law. Under the South Carolina
Business Corporation Act of 1988 (the "Act"), a South Carolina corporation has
the power to indemnify directors and officers, provided they act in good faith
and reasonably believe that their conduct was lawful and in the corporate
interest (or not opposed thereto), as set forth in such statute. The Act also
empowers a corporation to provide insurance for directors and officers against
liability arising out of their positions, even though the insurance coverage is
broader than the power of the corporation to indemnify. Under the Act, unless
limited by its articles of incorporation, a corporation must indemnify a
director or officer who is wholly successful, on the merits or otherwise, in the
defense of any proceeding to which he was a party because he is or was a
director or officer against reasonable expenses incurred by him in connection
with the proceeding. The Company's Articles of Incorporation do not provide
otherwise.

     Under the Company's articles of incorporation, no director of the Company
will be liable to the Company for monetary damages for breach of his fiduciary
duty as a director, to the maximum extent permitted by law.

     The Company maintains directors and officers' liability insurance for the
benefit of its directors and officers.

ITEM 8.     EXHIBITS.

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

         4.1        First National Corporation 2002 Employee Stock Purchase Plan
Exhibit Number                   Description
    --------------                   -----------

         4.2        Articles of Incorporation of the Company, as amended
                    (incorporated by reference to Exhibit 3 filed with the
                    Quarterly Report on Form 10-Q of the Company for the fiscal
                    quarter ended June 30, 1996 and Exhibits 3.1 and 3.2 to the
                    Current Report on Form 8-K of the Company filed on May 23,
                    1997)

         4.3        Bylaws of the Company (incorporated by reference to Exhibit
                    3.2 filed with the Company's Annual Report on Form 10-K for
                    the year ended December 31, 1995)

         5          Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                    the validity of the shares being offered

         23.1       Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                    Exhibit 5)

         23.2       Consent of J. W. Hunt and Company, LLP

         24.1       Powers of Attorney

ITEM 9.     UNDERTAKINGS.

     The Company hereby undertakes as follows:

     (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 of 1933, each such post-effective amendment to this 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;

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

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this 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; and

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in such 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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Orangeburg, State of South Carolina, on this 7th day
of June, 2002.

                                         FIRST NATIONAL CORPORATION

                                     By: /s/ C. John Hipp
                                         ---------------------------------------
                                         C. John Hipp
                                         President and Chief Executive Officer

            Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                             TITLE                             DATE
---------                                             -----                             ----
/s/ C. John Hipp, III                        President and Chief Executive          June 7, 2002
-----------------------------------------    Officer and Director (principal
C. John Hipp, III                            executive officer)

/s/ Richard C. Mathis                        Executive Vice President and Chief     June 7, 2002
-----------------------------------------    Financial Officer (Principal
Richard C. Mathis                            Financial Officer)

/s/ John L. Phillips                         Senior Vice President and Controller   June 7, 2002
-----------------------------------------    (Principal Accounting Officer)
John L. Phillips

/s/ Robert R. Horger*                        Director                               June 7, 2002
-----------------------------------------
Robert R. Horger

/s/ Colden R. Battey, Jr. *                  Director                               June 7, 2002
-----------------------------------------
Colden R. Battey, Jr.

/s/ Luther J. Battiste, III*                 Director                               June 7, 2002
-----------------------------------------
Luther J. Battiste, III

/s/ Charles W. Clark*                        Director                               June 7, 2002
-----------------------------------------
Charles W. Clark

/s/ M. Oswald Fogle*                         Director                               June 7, 2002
-----------------------------------------
M. Oswald Fogle

                                             Director
-----------------------------------------
Dwight W. Frierson
/s/ John L. Gramling, Jr.*                   Director                               June 7, 2002
-----------------------------------------
John L. Gramling, Jr.

/s/ Richard L. Gray*                         Director                               June 7, 2002
-----------------------------------------
Richard L. Gray

/s/ Robert R. Hill, Jr.*                     Director                               June 7, 2002
-----------------------------------------
Robert R. Hill, Jr.

/s/ Harry M. Mims, Jr.*                      Director                               June 7, 2002
-----------------------------------------
Harry M. Mims, Jr.

/s/ Ralph W. Norman*                         Director                               June 7, 2002
-----------------------------------------
Ralph W. Norman

                                             Director
-----------------------------------------
Anne H. Oswald

/s/ Samuel A. Rodgers*                       Director                               June 7, 2002
-----------------------------------------
Samuel A. Rodgers

/s/ James W. Roquemore*                      Director                               June 7, 2002
-----------------------------------------
James W. Roquemore

/s/ Thomas E. Suggs*                         Director                               June 7, 2002
-----------------------------------------
Thomas E. Suggs

                                             Director
-----------------------------------------
A. Dewall Waters

/s/ John W. Williamson, III*                 Director                               June 7, 2002
-----------------------------------------
John W. Williamson, III

/s/ Cathy Cox Yeadon*                        Director                               June 7, 2002
-----------------------------------------
Cathy Cox Yeadon

*     By:     /s/ Richard C. Mathis
              ---------------------------
              Richard C. Mathis
              Attorney-in-fact
EXHIBIT INDEX

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

         4.2        Articles of Incorporation of the Company, as amended
                    (incorporated by reference to Exhibit 3 filed with the
                    Quarterly Report on Form 10-Q of the Company for the fiscal
                    quarter ended June 30, 1996 and Exhibits 3.1 and 3.2 to the
                    Current Report on Form 8-K of the Company filed on May 23,
                    1997)

         4.3        Bylaws of the Company (incorporated by reference to Exhibit
                    3.2 filed with the Company's Annual Report on Form 10-K for
                    the year ended December 31, 1995)

         5          Opinion of Robinson, Bradshaw & Hinson, P.A. with respect to
                    the validity of the shares being offered

         23.1       Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                    Exhibit 5)

         23.2       Consent of J. W. Hunt and Company, LLP

         24.1       Powers of Attorney