<PAGE>


                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                                                
                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933

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

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

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

                 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN
                               (Full Title of the Plan)
              ______________________________________________________________
                                   Kathleen Moates
                   Senior Vice President and Deputy General Counsel
                               Synovus Financial Corp.
                                   901 Front Avenue
                                      Suite 301
                               Columbus, Georgia  31901
                                    (706) 649-4818

              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)
<TABLE>
                 CALCULATION OF REGISTRATION FEE

<CAPTION>
Title of                    Proposed     Proposed
Securities     Amount       Maximum      Maximum          Amount of
to be          to be        Offering     Aggregate        Registration
egistered      Registered   Price Per    Offering         Fee
                              Share        Price
<S>            <C>          <C>          <C>              <C>
Common Stock,
$1.00 par                                    
value          1,000,000    $21.80<F1>   $21,800,000<F1>   $7,518

Common Stock
Rights         1,000,000        <F2>         <F2>           <F2>
                                                                                     

<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 20, 1995.
<F2> The Common Stock Rights (the "Rights") are attached to and trade with the Common
     Stock of Synovus Financial Corp.  The value, if any, attributable to the Rights
     is reflected in the market price of the Common Stock of Synovus Financial Corp.
/TABLE
<PAGE>


In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Director Stock Purchase Plan described
herein.


            SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN

         INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT 
 The contents of Registration Statement No. 2-94639 are incorporated herein
by reference.

                                  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.   The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.

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.   The Plan's Annual Report on Form 11-K for the fiscal year ended
     December 31, 1994 filed pursuant to Section 13 of the Exchange Act as
     an Exhibit to the Annual Report referred to in paragraph (a) above.

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

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

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

Item 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 is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his 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 a proceeding by or
in the right of the corporation in which the director was adjudged liable
to the corporation, or in connection with any other proceeding in which he
was adjusted 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 if such court determines 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 subsection (a) of Section 14-2-851 of the Georgia
Business Corporation Code or was adjudged liable as described in 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, or in defense of
any claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against
reasonable expenses incurred by him in connection therewith.

Section 14-2-857 of the Georgia Business Corporation Code 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 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 an officer, 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 pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefits plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by
him or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal,
administrative, investigative, formal or informal, in which he or she is,
or is threatened to be made, a named defendant or respondent:  (a) because
he or she is or was a director, officer, employee, or agent of the Company;
(b) because he or she or is or was serving at the request of the Company as
a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee
of the corporation who was employed to render professional services as a
lawyer or accountant to the corporation; regardless of whether such person
is acting in such a capacity at the time such obligation shall have been
imposed or incurred, if (i) such person acted in a manner he or she
believed in good faith to be in or not opposed to the best interest of such
corporation, and, with respect to any criminal proceeding, if such person
had no reasonable cause to believe his or her conduct was unlawful or (ii),
with respect to an employee benefit plan, such person believed in good
faith that his or her conduct was in the interests of the participants in
and beneficiaries of the plan.

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

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

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

Item 8.   Exhibits.

Exhibit 
Number

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

4.2       Bylaws, as amended, of the Company, incorporated by reference to
          Exhibit 4(b) to the Company's Registration Statement on Form S-3
          filed with the Securities and Exchange Commission on November 3,
          1994 (File No. 33-85948).

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

23.1      Consent of KPMG Peat Marwick LLP.

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

          An opinion of counsel (Exhibit Number 5) is not being filed since
          the securities being registered are not original issue
          securities.

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.

(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.<PAGE>

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of
Georgia, on the 22nd day of June, 1995.

                    SYNOVUS FINANCIAL CORP.
                    (Registrant)

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

                             POWER OF ATTORNEY

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

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


/s/ William B. Turner                                Date: June 22, 1995
William B. Turner,
Director and Chairman of
the Executive Committee


/s/ James H. Blanchard                               Date: June 22, 1995
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer


/s/ James D. Yancey                                  Date: June 22, 1995
James D. Yancey, 
Vice Chairman of the Board


/s/ Joe E. Beverly                                   Date: June 22, 1995 
Joe E. Beverly, 
Vice Chairman of the Board


/s/ Stephen L. Burts, Jr.                            Date: June 22, 1995
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director


/s/ G. Sanders Griffith, III                         Date: June 22, 1995
G. Sanders Griffith, III,
Executive Vice President,
General Counsel and Secretary


/s/ Thomas J. Prescott                               Date: June 22, 1995
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer


/s/ Jay C. McClung                                   Date: June 22, 1995
Jay C. McClung
Executive Vice President 


                                                     Date:
Daniel P. Amos,
Director


/s/ Richard Y. Bradley                               Date: June 22, 1995
Richard Y. Bradley,
Director


/s/ George C. Woodruff, Jr.                          Date: June 22, 1995
George C. Woodruff, Jr.,
Director


/s/ Salvador Diaz-Verson, Jr.                        Date: June 22, 1995
Salvador Diaz-Verson, Jr.,
Director


/s/ Gardiner W. Garrard, Jr.                         Date: June 22, 1995
Gardiner W. Garrard, Jr.,
Director


/s/ H. Lynn Page                                     Date: June 22, 1995
H. Lynn Page,
Director


/s/ John T. Oliver, Jr.,                             Date: June 22, 1995
John T. Oliver, Jr.,
Director


/s/ John L. Moulton                                  Date: June 22, 1995
John L. Moulton, 


Director


/s/ V. Nathaniel Hansford                            Date: June 22, 1995
V. Nathaniel Hansford, 
Director


/s/ Richard E. Anthony                               Date: June 22, 1995
Richard E. Anthony,
Director


/s/ Mason H. Lampton                                 Date: June 22, 1995
Mason H. Lampton,
Director


/s/ Elizabeth C. Ogie                                Date: June 22, 1995
Elizabeth C. Ogie,
Director


                                                     Date:
C. Edward Floyd,
Director


                                                     Date: 
Robert V. Royall, Jr.
Director


     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Columbus and
State of Georgia on the 22nd day of June, 1995.

                    Synovus Financial Corp. 
                    Director Stock Purchase Plan

                    By:/s/ G. Sanders Griffith, III
                         G. Sanders Griffith, III
                         Executive Vice President
                         Synovus Financial Corp.


                                          EXHIBIT INDEX


          Exhibit
          Number         Description

           4.1           Articles of Incorporation of the Company
                         (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(b) to
                         the Company's Registration Statement on Form
                         S-3 filed with the Securities and Exchange
                         Commission on November 3, 1994 (File No. 33-
                         85948)).

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

          23.1           Consent of KPMG Peat Marwick LLP.

          24             Powers of Attorney contained on the signature
                         pages of this Registration Statement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22021}]
{"company-data": {"conformed-name": "SYNOVUS FINANCIAL CORP", "cik": "0000018349", "assigned-sic": "6022", "irs-number": "581134883", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60475", "film-number": "95548562"}, "business-address": {"street1": "ONE ARSENAL PLACE STE 301", "street2": "901 FRONT AVE", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492387"}, "mail-address": {"street1": "P.O.BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31902"}, "former-company": {"former-conformed-name": "CB&T BANCSHARES INC", "date-changed": "19890912"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  20549
                                                
                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933

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

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

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

                 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN
                               (Full Title of the Plan)
              ______________________________________________________________
                                   Kathleen Moates
                   Senior Vice President and Deputy General Counsel
                               Synovus Financial Corp.
                                   901 Front Avenue
                                      Suite 301
                               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
egistered      Registered   Price Per    Offering         Fee
                              Share        Price
Common Stock,
$1.00 par                                    
value          1,000,000    $21.80
$21,800,000
$7,518

Common Stock
Rights         1,000,000
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 20, 1995.
The Common Stock Rights (the "Rights") are attached to and trade with the Common
     Stock of Synovus Financial Corp.  The value, if any, attributable to the Rights
     is reflected in the market price of the Common Stock of Synovus Financial Corp.
/TABLE
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Director Stock Purchase Plan described
herein.

            SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN

         INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT 
 The contents of Registration Statement No. 2-94639 are incorporated herein
by reference.

                                  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.   The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.

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.   The Plan's Annual Report on Form 11-K for the fiscal year ended
     December 31, 1994 filed pursuant to Section 13 of the Exchange Act as
     an Exhibit to the Annual Report referred to in paragraph (a) above.

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

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

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

Item 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 is or was a director
against liability incurred in the proceeding if he acted in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation and, in the case of any criminal proceeding, he had no
reasonable cause to believe his 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 a proceeding by or
in the right of the corporation in which the director was adjudged liable
to the corporation, or in connection with any other proceeding in which he
was adjusted 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 if such court determines 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 subsection (a) of Section 14-2-851 of the Georgia
Business Corporation Code or was adjudged liable as described in 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, or in defense of
any claim, issue, or matter therein, because he is or was a director of the
corporation, the corporation shall indemnify the director against
reasonable expenses incurred by him in connection therewith.

Section 14-2-857 of the Georgia Business Corporation Code 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 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 an officer, 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 pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefits plan), and reasonable expenses (including
attorneys' fees and disbursements) that may be imposed upon or incurred by
him or her in connection with or resulting from any threatened, pending, or
completed, action, suit, or proceeding, whether civil, criminal,
administrative, investigative, formal or informal, in which he or she is,
or is threatened to be made, a named defendant or respondent:  (a) because
he or she is or was a director, officer, employee, or agent of the Company;
(b) because he or she or is or was serving at the request of the Company as
a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee
of the corporation who was employed to render professional services as a
lawyer or accountant to the corporation; regardless of whether such person
is acting in such a capacity at the time such obligation shall have been
imposed or incurred, if (i) such person acted in a manner he or she
believed in good faith to be in or not opposed to the best interest of such
corporation, and, with respect to any criminal proceeding, if such person
had no reasonable cause to believe his or her conduct was unlawful or (ii),
with respect to an employee benefit plan, such person believed in good
faith that his or her conduct was in the interests of the participants in
and beneficiaries of the plan.

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

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

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

Item 8.   Exhibits.

Exhibit 
Number

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

4.2       Bylaws, as amended, of the Company, incorporated by reference to
          Exhibit 4(b) to the Company's Registration Statement on Form S-3
          filed with the Securities and Exchange Commission on November 3,
          1994 (File No. 33-85948).

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

23.1      Consent of KPMG Peat Marwick LLP.

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

          An opinion of counsel (Exhibit Number 5) is not being filed since
          the securities being registered are not original issue
          securities.

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.

(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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of
Georgia, on the 22nd day of June, 1995.

                    SYNOVUS FINANCIAL CORP.
                    (Registrant)

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

                             POWER OF ATTORNEY

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

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

/s/ William B. Turner                                Date: June 22, 1995
William B. Turner,
Director and Chairman of
the Executive Committee

/s/ James H. Blanchard                               Date: June 22, 1995
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer

/s/ James D. Yancey                                  Date: June 22, 1995
James D. Yancey, 
Vice Chairman of the Board

/s/ Joe E. Beverly                                   Date: June 22, 1995 
Joe E. Beverly, 
Vice Chairman of the Board

/s/ Stephen L. Burts, Jr.                            Date: June 22, 1995
Stephen L. Burts, Jr.,
President, Principal Financial
Officer and Director

/s/ G. Sanders Griffith, III                         Date: June 22, 1995
G. Sanders Griffith, III,
Executive Vice President,
General Counsel and Secretary

/s/ Thomas J. Prescott                               Date: June 22, 1995
Thomas J. Prescott,
Executive Vice President, Treasurer
and Principal Accounting Officer

/s/ Jay C. McClung                                   Date: June 22, 1995
Jay C. McClung
Executive Vice President 

                                                     Date:
Daniel P. Amos,
Director

/s/ Richard Y. Bradley                               Date: June 22, 1995
Richard Y. Bradley,
Director

/s/ George C. Woodruff, Jr.                          Date: June 22, 1995
George C. Woodruff, Jr.,
Director

/s/ Salvador Diaz-Verson, Jr.                        Date: June 22, 1995
Salvador Diaz-Verson, Jr.,
Director

/s/ Gardiner W. Garrard, Jr.                         Date: June 22, 1995
Gardiner W. Garrard, Jr.,
Director

/s/ H. Lynn Page                                     Date: June 22, 1995
H. Lynn Page,
Director

/s/ John T. Oliver, Jr.,                             Date: June 22, 1995
John T. Oliver, Jr.,
Director

/s/ John L. Moulton                                  Date: June 22, 1995
John L. Moulton, 

Director

/s/ V. Nathaniel Hansford                            Date: June 22, 1995
V. Nathaniel Hansford, 
Director

/s/ Richard E. Anthony                               Date: June 22, 1995
Richard E. Anthony,
Director

/s/ Mason H. Lampton                                 Date: June 22, 1995
Mason H. Lampton,
Director

/s/ Elizabeth C. Ogie                                Date: June 22, 1995
Elizabeth C. Ogie,
Director

                                                     Date:
C. Edward Floyd,
Director

                                                     Date: 
Robert V. Royall, Jr.
Director

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Columbus and
State of Georgia on the 22nd day of June, 1995.

                    Synovus Financial Corp. 
                    Director Stock Purchase Plan

                    By:/s/ G. Sanders Griffith, III
                         G. Sanders Griffith, III
                         Executive Vice President
                         Synovus Financial Corp.

                                          EXHIBIT INDEX

          Exhibit
          Number         Description

           4.1           Articles of Incorporation of the Company
                         (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(b) to
                         the Company's Registration Statement on Form
                         S-3 filed with the Securities and Exchange
                         Commission on November 3, 1994 (File No. 33-
                         85948)).

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

          23.1           Consent of KPMG Peat Marwick LLP.

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