As filed with the Securities and Exchange Commission on September 30, 1999
                                                   Registration File No.______.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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

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

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                                      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,
$1.00 par value            255,216<F1>            $17.53<F2>           $4,473,936<F2>            $1,244
                           255,216
Common Stock Rights                                     <F3>                   <F3>                  <F3>
====================================================================================================================
<FN>

  <F1>   Maximum number of shares which may be issued by Synovus Financial Corp.
         pursuant to outstanding  stock options which will be assumed by Synovus
         Financial  Corp.  under its  Agreement  and Plan of Merger  with  Merit
         Holding  Corporation.  This  Registration  Statement  also  covers  any
         additional  shares of common  stock issued or issuable as a result of a
         stock split or stock dividend.
  <F2>   Determined  pursuant to Rule 457(h)  under the  Securities  Act of 1933
         solely  for  the  purpose  of  calculating  the  registration  fee  and
         represents  the average of the high and low prices of the common  stock
         of Synovus  Financial Corp. on the New York Stock Exchange on September
         28, 1999.
  <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>

                                        1


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

a.    (i)   The  Company's  Annual  Report on Form 10-K for the fiscal  year
            ended December 31, 1998.

      (ii)  The  Company's   Registration   Statement  on  S-4  filed  with  the
            Securities and Exchange Commission on July 16, 1999.

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, Deputy General Counsel of the Company.


                                        2

Item 6.   Indemnification of Directors and Officers.

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

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

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

                                        3


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

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

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

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

Item 7.   Exemption from Registration Claimed.

  Not applicable.

                                        4

Item 8.   Exhibits.
          ---------
Exhibit
Number
- -------

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

4.2  Bylaws, as amended, of the Company, incorporated by reference to Exhibit
     4.2 of the Company's Registration Statement on Form S-3 filed with the
     Securities and Exchange Commission on February 23, 1999 (File No.
     333-72827).

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 June 28, 1999, pursuant to the Section 12 of the
     Exchange Act.

4.4  Agreement and Plan of Merger dated as of June 28, 1999, between Merit
     Holding Corporation and the Company and incorporated by reference to
     Exhibit 2 of the Company's Registration Statement on Form S-4 as filed with
     the Securities and Exchange Commission July 16, 1999.

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

23.1 Consent of KPMG LLP.

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

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

Item 9.   Undertakings.
          ------------

(a)       The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement to include any
          material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material
          change to such information in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement 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.

                                        5

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

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

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


                                        6
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 18649}]
{"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", "file-number": "333-88087", "film-number": "99720260"}, "business-address": {"street1": "901 FRONT AVENUE", "street2": "STE 301", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066492267"}, "mail-address": {"street1": "P.O.BOX 120", "city": "COLUMBUS", "state": "GA", "zip": "31902"}, "former-company": {"former-conformed-name": "CB&T BANCSHARES INC", "date-changed": "19890912"}}
As filed with the Securities and Exchange Commission on September 30, 1999
                                                   Registration File No.______.

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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

         --------------------------------------------------------------
                             SYNOVUS FINANCIAL CORP.
       Option Plan for Conversion of Stock Options Assumed Pursuant to the
          Agreement and Plan of Merger between Synovus Financial Corp.
                         and Merit Holding Corporation
                            (Full Title of the Plan)
         --------------------------------------------------------------
                                 Kathleen Moates
                Senior Vice President and Deputy General Counsel
                             Synovus Financial Corp.
                                901 Front Avenue
                                    Suite 202
                             Columbus, Georgia 31901
                                 (706) 649-4818
         --------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                                      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,
$1.00 par value            255,216
$17.53
$4,473,936
$1,244
                           255,216
Common Stock Rights
====================================================================================================================
Maximum number of shares which may be issued by Synovus Financial Corp.
         pursuant to outstanding  stock options which will be assumed by Synovus
         Financial  Corp.  under its  Agreement  and Plan of Merger  with  Merit
         Holding  Corporation.  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 September
         28, 1999.
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.
1

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

a.    (i)   The  Company's  Annual  Report on Form 10-K for the fiscal  year
            ended December 31, 1998.

      (ii)  The  Company's   Registration   Statement  on  S-4  filed  with  the
            Securities and Exchange Commission on July 16, 1999.

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, Deputy General Counsel of the Company.

                                        2

Item 6.   Indemnification of Directors and Officers.

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

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

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

                                        3

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

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

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

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

Item 7.   Exemption from Registration Claimed.

  Not applicable.

                                        4

Item 8.   Exhibits.
          ---------
Exhibit
Number
- -------

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

4.2  Bylaws, as amended, of the Company, incorporated by reference to Exhibit
     4.2 of the Company's Registration Statement on Form S-3 filed with the
     Securities and Exchange Commission on February 23, 1999 (File No.
     333-72827).

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 June 28, 1999, pursuant to the Section 12 of the
     Exchange Act.

4.4  Agreement and Plan of Merger dated as of June 28, 1999, between Merit
     Holding Corporation and the Company and incorporated by reference to
     Exhibit 2 of the Company's Registration Statement on Form S-4 as filed with
     the Securities and Exchange Commission July 16, 1999.

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

23.1 Consent of KPMG LLP.

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

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

Item 9.   Undertakings.
          ------------

(a)       The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement to include any
          material information with respect to the plan of distribution not
          previously disclosed in the Registration Statement or any material
          change to such information in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement 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.

                                        5

     (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.

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