As filed with the  Securities  and Exchange Commission on July 9, 1997.

                       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. 1996 EMPLOYEE LONG-TERM INCENTIVE PLAN
                            (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
-------------------------------------------------------------------------------------------------------------------
<C>                          <C>                  <C>                    <C>                      <C>
Common Stock,                                  
$1.00 par value              6,000,000<F1>        $28.44<F2>             $170,640,000<F2>           $51,709
                                       
Common Stock Rights          6,000,000                <F3>                   <F3>                       <F3>

<FN>
<F1>     Maximum number of shares which may be issued by Synovus Financial Corp.
<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 July 7,
         1997.
<F3>     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.
</FN>
</TABLE>
                                        1

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

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

a.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1996.

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
            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 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. Ms. Moates owns shares of common
stock of the Company and is a participant in the Synovus  Financial  Corp.  1996
Employee Long-Term Incentive Plan.

                                        2

<PAGE>



Item 6.     Indemnification of Directors and Officers.

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

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

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

In accordance with Article VIII of the Company's Bylaws,  every person who is or
was (and the heirs and  personal  representatives  of such  person) a  director,
officer,  employee  or  agent  of  the  Company  shall  be  indemnified and held
harmless   by   the   Company   from   and  against  the  obligation  to  pay  a

                                        3

<PAGE>



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

<PAGE>



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  3.2 of the  Company's  Annual  Report  on Form 10-K for the
            fiscial year ended  December 31, 1996 filed with the  Securities and
            Exchange Commission on March 6, 1997.

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.

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 Peat Marwick 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.

      (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

                                        5

<PAGE>



      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

<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 9th day of
July, 1997.

                             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: July 9, 1997
-------------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee


/s/James H. Blanchard                                        Date: July 9, 1997
------------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer

/s/John T. Oliver                                            Date: July 9, 1997
---------------------------------------------------
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee


<PAGE>





/s/James D. Yancey                                           Date: July 9, 1997
-------------------------------------------------
James D. Yancey,
Vice Chairman of the Board


/s/Richard E. Anthony                                        Date: July 9, 1997
------------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board


/s/Walter M. Deriso, Jr.                                     Date: July 9, 1997
-------------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board


/s/Stephen L. Burts, Jr.                                     Date: July 9, 1997
--------------------------------------------------
Stephen L. Burts, Jr.,
President and Director


/s/G. Sanders Griffith, III                                  Date: July 9, 1997
-------------------------------------------------
G. Sanders Griffith, III,
Senior Executive Vice President,
General Counsel and Secretary


/s/Thomas J. Prescott                                        Date: July 9, 1997
-------------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer


/s/Jay C. McClung                                            Date: July 9, 1997
--------------------------------------------------
Jay C. McClung,
Executive Vice President


/s/Calvin Smyre                                              Date: July 9, 1997
--------------------------------------------------
Calvin Smyre,
Executive Vice President


/s/Daniel P. Amos                                            Date: July 9, 1997
-------------------------------------------------
Daniel P. Amos,
Director




<PAGE>



-------------------------------------------------            Date: ______, 1997
Joe E. Beverly,
Director


/s/Richard Y. Bradley                                        Date: July 9, 1997
-----------------------------------------------
Richard Y. Bradley,
Director


------------------------------------------------             Date: ______, 1997
C. Edward Floyd,
Director


------------------------------------------------             Date: ______, 1997
Gardiner W. Garrard, Jr.,
Director


------------------------------------------------             Date: ______, 1997
V. Nathaniel Hansford,
Director


/s/John P. Illges, III                                       Date: July 9, 1997
----------------------------------------------
John P. Illges, III,
Director


/s/Mason H. Lampton                                          Date: July 9, 1997
----------------------------------------------
Mason H. Lampton,
Director


----------------------------------------------               Date: ______, 1997
Elizabeth C. Ogie,
Director


/s/H. Lynn Page                                              Date: July 9, 1997
----------------------------------------------
H. Lynn Page,
Director


-------------------------------------------------            Date: ______, 1997
William L. Pherigo,
Director




<PAGE>



-------------------------------------------------            Date: ______, 1997
Robert V. Royall, Jr.,
Director


/s/George C. Woodruff, Jr.                                   Date: July 9, 1997
-----------------------------------------
George C. Woodruff, Jr.,
Director






<PAGE>
                                  EXHIBIT INDEX

                                                                    Sequential
Exhibit                                                               Page
Number            Description                                        Number

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 3.2 to the Company's Annual Report
       on Form 10-K for the fiscal year ended December 31,
       1996 filed with the Securities and Exchange Commission
       on March 6, 1997.

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.

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 Peat Marwick 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.

filings\snv\exindex.s-8
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 25595}]
{"company-data": {"conformed-name": "SYNOVUS FINANCIAL CORP", "cik": "0000018349", "assigned-sic": "6021", "irs-number": "581134883", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30937", "film-number": "97637908"}, "business-address": {"street1": "ONE ARSENAL PLACE STE 301", "street2": "901 FRONT AVE", "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 July 9, 1997.

                       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. 1996 EMPLOYEE LONG-TERM INCENTIVE PLAN
                            (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              6,000,000
$28.44
$170,640,000
$51,709
                                       
Common Stock Rights          6,000,000
Maximum number of shares which may be issued by Synovus Financial Corp.
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 July 7,
         1997.
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.
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.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1996.

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
            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 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. Ms. Moates owns shares of common
stock of the Company and is a participant in the Synovus  Financial  Corp.  1996
Employee Long-Term Incentive Plan.

                                        2
Item 6.     Indemnification of Directors and Officers.

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

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

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

In accordance with Article VIII of the Company's Bylaws,  every person who is or
was (and the heirs and  personal  representatives  of such  person) a  director,
officer,  employee  or  agent  of  the  Company  shall  be  indemnified and held
harmless   by   the   Company   from   and  against  the  obligation  to  pay  a

                                        3
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  3.2 of the  Company's  Annual  Report  on Form 10-K for the
            fiscial year ended  December 31, 1996 filed with the  Securities and
            Exchange Commission on March 6, 1997.

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.

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 Peat Marwick 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.

      (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

                                        5
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
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 9th day of
July, 1997.

                             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: July 9, 1997
-------------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee

/s/James H. Blanchard                                        Date: July 9, 1997
------------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer

/s/John T. Oliver                                            Date: July 9, 1997
---------------------------------------------------
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee
/s/James D. Yancey                                           Date: July 9, 1997
-------------------------------------------------
James D. Yancey,
Vice Chairman of the Board

/s/Richard E. Anthony                                        Date: July 9, 1997
------------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board

/s/Walter M. Deriso, Jr.                                     Date: July 9, 1997
-------------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board

/s/Stephen L. Burts, Jr.                                     Date: July 9, 1997
--------------------------------------------------
Stephen L. Burts, Jr.,
President and Director

/s/G. Sanders Griffith, III                                  Date: July 9, 1997
-------------------------------------------------
G. Sanders Griffith, III,
Senior Executive Vice President,
General Counsel and Secretary

/s/Thomas J. Prescott                                        Date: July 9, 1997
-------------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer

/s/Jay C. McClung                                            Date: July 9, 1997
--------------------------------------------------
Jay C. McClung,
Executive Vice President

/s/Calvin Smyre                                              Date: July 9, 1997
--------------------------------------------------
Calvin Smyre,
Executive Vice President

/s/Daniel P. Amos                                            Date: July 9, 1997
-------------------------------------------------
Daniel P. Amos,
Director
-------------------------------------------------            Date: ______, 1997
Joe E. Beverly,
Director

/s/Richard Y. Bradley                                        Date: July 9, 1997
-----------------------------------------------
Richard Y. Bradley,
Director

------------------------------------------------             Date: ______, 1997
C. Edward Floyd,
Director

------------------------------------------------             Date: ______, 1997
Gardiner W. Garrard, Jr.,
Director

------------------------------------------------             Date: ______, 1997
V. Nathaniel Hansford,
Director

/s/John P. Illges, III                                       Date: July 9, 1997
----------------------------------------------
John P. Illges, III,
Director

/s/Mason H. Lampton                                          Date: July 9, 1997
----------------------------------------------
Mason H. Lampton,
Director

----------------------------------------------               Date: ______, 1997
Elizabeth C. Ogie,
Director

/s/H. Lynn Page                                              Date: July 9, 1997
----------------------------------------------
H. Lynn Page,
Director

-------------------------------------------------            Date: ______, 1997
William L. Pherigo,
Director
-------------------------------------------------            Date: ______, 1997
Robert V. Royall, Jr.,
Director

/s/George C. Woodruff, Jr.                                   Date: July 9, 1997
-----------------------------------------
George C. Woodruff, Jr.,
Director
EXHIBIT INDEX

                                                                    Sequential
Exhibit                                                               Page
Number            Description                                        Number

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 3.2 to the Company's Annual Report
       on Form 10-K for the fiscal year ended December 31,
       1996 filed with the Securities and Exchange Commission
       on March 6, 1997.

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.

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 Peat Marwick 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.

filings\snv\exindex.s-8