9

As filed with the Securities and Exchange Commission on July 17,
                              1998
                                            Registration No. 333-



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                                


                            FORM S-8
                            ---------

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933




                     OXFORD INDUSTRIES, INC.
                     -----------------------
     (Exact name of registrant as specified in its charter)


        Georgia                              58-0831862
------------------------------           -----------------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)


                    222 Piedmont Avenue, N.E.
                     Atlanta, Georgia 30308
                    ------------------------
(Address, including zip code, of registrant's principal executive
                            offices)
                                
                                
       OXFORD INDUSTRIES, INC. 1997 RESTRICTED STOCK PLAN
       --------------------------------------------------
                      (Full title of plan)
                                
                                
                          David K. Ginn
       Vice President-Legal, General Counsel and Secretary
                    222 Piedmont Avenue, N.E.
                     Atlanta, Georgia 30308
                         (404) 659-2424
        -------------------------------------------------
        (Name, address, including zip code, and telephone
       number, including area code, of agent for service)
                                
                                
                                
                                
                                
                                
                 CALCULATION OF REGISTRATION FEE
                                
Title of Securities to be   Amount   Proposed  Proposed   Amount
Registered                    to     Maximum    Maximum     of
                              be     Offering  Aggregate Registra
                           Register Price Per  Offering  tion Fee
                              ed     Share(1)  Price(1)
Common Stock, par value     100,000   $35.73  $3,573,000 $1,054.04
$1.00 per share                                              

(1)Estimated solely for the purpose of computing the
   registration fee pursuant to Rule 457(h) on the basis of the
   high and low prices of Common Stock of Oxford Industries,
   Inc. on July 17, 1998.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The document(s) containing the information specified in Part I
of  Form S-8 will be sent or given to participating employees  as
specified  by Rule 428(b)(1) of the Securities Act  of  1933,  as
amended   (the  "Securities  Act").   These  documents  and   the
documents   incorporated  by  reference  in   this   Registration
Statement  pursuant  to Item 3 of Part II  of  this  Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

    The  following documents have been previously  filed  by  the
Registrant  with  the  Securities and  Exchange  Commission  (the
"Commission")   and  are  incorporated  by  reference   in   this
Registration Statement:

       (a) The Registrant's latest Annual Report on Form 10-K for
   the year ended May 30, 1997 (the "Annual Report");

        (b)  All  reports  filed  by the Registrant  pursuant  to
   Sections  13(a)  or 15(d) of the Securities  Exchange  Act  of
   1934, as amended (the "Exchange Act"), since May 30, 1997; and

        (c) The description of the Registrant's common stock, par
   value  $1.00  per  share ("Common Stock"),  contained  in  the
   Registration Statement filed under Section 12 of the  Exchange
   Act,  including any amendment or report filed for the  purpose
   of updating such description.

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


Item 4.    Description of Securities.

       Inapplicable.



Item 5.    Interest of Named Experts and Counsel.

       Inapplicable.


Item 6.    Indemnification of Directors and Officers.

    The Registrant's Articles of Incorporation eliminate, to  the
fullest   extent  permitted  by  applicable  law,  the   personal
liability of directors to the Registrant or its shareholders  for
monetary damages for breach of duty of care or any duty  owed  to
the  Registrant as a director.  The Georgia Business  Corporation
Code  currently provides that such provision shall not  eliminate
or  limit  the liability of a director (a) for any appropriation,
in  violation of his duties, of any business opportunity  of  the
Registrant,  (b)  for acts or omissions that involve  intentional
misconduct  or  a  knowing violation of  law,  (c)  for  unlawful
corporate  distributions, or (d) for any transaction  from  which
the director received an improper personal benefit.

    Under Article VI of the Registrant's Bylaws, each person  who
is  now,  has been, or who shall hereafter become a  director  or
officer  of the Registrant, whether or not then in office,  shall
be  indemnified by the Registrant against all costs  or  expenses
reasonable incurred by or imposed upon him in connection with  or
resulting from any demand, action, suit or proceedings or  threat
thereof,  to which he may be made a party as a result  of  or  by
reason  of his being or having been a director or officer of  the
Registrant  or  of any other corporation which  he  serves  as  a
director  or officer at the request of the Registrant, except  in
relation to matters as to which a recovery shall be made  against
him  or  penalty  imposed upon him by reason of his  having  been
finally adjudged in such action, suit or proceeding to have  been
derelict  in  the performance of his duties as such  director  or
officer.    The  foregoing  right  to  indemnify  shall   include
reimbursement  of the amounts and expenses paid in  settling  any
such  demand, suit or proceedings or threat thereof when settling
the  same  appears  to the Board of Directors  or  the  Executive
Committee  of  the Registrant to be in the best interest  of  the
Registrant, and shall not be exclusive of other rights  to  which
such director or officer may be entitled as a matter of law.

    The Registrant's directors and executive officers are insured
against damages from actions and claims incurred in the course of
performing duties, and the Registrant is insured against expenses
incurred in defending lawsuits arising from certain alleged  acts
against directors and executive officers.


Item 7.    Exemption from Registration Claimed.

       Inapplicable.







Item 8.    Exhibits.

Exhibit        Description

4.1   Articles   of Incorporation of Registrant (incorporated  by
      reference  to  Exhibit 3(A) of Registrant's Form  10-Q  for
      the fiscal quarter ended August 28, 1992).

4.2   Bylaws  of Registrant (incorporated by reference to Exhibit
      3(B)  of  Registrant's Form 10-K for the fiscal year  ended
      June 3, 1994).

5.1   Opinion  of  David  K. Ginn regarding  legality  of  shares
      being registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of David K. Ginn (included in Exhibit 5.1).

24.1   Power of Attorney (included on signature page).

99.1  Oxford   Industries,  Inc.  1997  Restricted   Stock   Plan
      (incorporated by reference to Registrant's Proxy  Statement
      dated August 29, 1997).


Item 9.    Undertakings.

   The undersigned Registrant hereby undertakes:

    (a)  (1) To file, during any period in which offers or  sales
are  being  made, a post-effective amendment to this Registration
Statement;

                (i)    To  include  any  prospectus  required  by
           Section 10(a)(3) of the Securities Act;

                (ii)   To reflect in the prospectus any facts  or
           events  arising  after  the  effective  date  of  this
           Registration  Statement  (or  the  most  recent  post-
           effective amendment thereof) which, individually or in
           the  aggregate, represent a fundamental change in  the
           information set forth in this Registration Statement;

                (iii)  To  include any material information  with
           respect  to  the  plan of distribution not  previously
           disclosed  in  this  Registration  Statement  or   any
           material   change   to   such  information   in   this
           Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
   not apply if the information required to be included in a post-
   effective  amendment  by  those  paragraphs  is  contained  in
   periodic reports filed with or furnished to the Commission  by
   the Registrant pursuant to Section 13 or 15(d) of the Exchange
   Act  that  are  incorporated by reference in this 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) That, for purposes of determining any liability under the
Securities  Act,  each filing of the Registrant's  annual  report
pursuant  to  Section 13(a) or 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 this Registration Statement shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (c)  Insofar as indemnification for liabilities arising under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions, or otherwise, the Registrant has been advised that in
the  opinion  of the 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  Registrant of expenses incurred or paid by  a  director,
officer or controlling person of the Registrant 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 Registrant 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.

                             EXPERTS

    The  financial statements and schedules for each of the three
years  in the period ended May 30, 1997 incorporated by reference
in  this  prospectus and elsewhere in the Registration  Statement
have  been  audited  by Arthur Andersen LLP,  independent  public
accountants, as indicated in their reports with respect  thereto,
and  are  incorporated herein in reliance upon the  authority  of
said    firm    as    experts    in    giving    said    reports.
                           SIGNATURES

    Pursuant  to  the  requirements of the  Securities  Act,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on this 17th day of July, 1998.

                                OXFORD INDUSTRIES, INC.



                                By: /S/ J. HICKS LANIER
                                  J. Hicks Lanier
                                  Chairman   of  the   Board   of
                                  Directors, President
                                  and Chief Executive Officer

   
   
   
   
   
   
   
   
   
   
   
   
    KNOW  ALL  MEN  BY  THESE PRESENTS, that  each  person  whose
signature  appears below constitutes and appoints David  K.  Ginn
and  Thomas  Caldecot Chubb III and each of them,  his  true  and
lawful   attorneys-in-fact  and  agents,  with  full   power   of
substitution and resubstitution for such person and in his  name,
place  and stead, in any and all capacities, to sign any and  all
amendments to this Registration Statement, and to file  the  same
with  all  exhibits  thereto and other  documents  in  connection
therewith,    with   the   Commission,   granting    unto    said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  or necessary to be done in and about the premises,  as
fully and to all intents and purposes as he might or could do  in
person,   hereby   ratifying  and  confirming   all   that   said
attorneys-in-fact  and  agents,  and  any  of  them,   or   their
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

    Pursuant  to  the  requirements of the Securities  Act,  this
Registration  Statement has been signed by the following  persons
in the capacities indicated on July 17, 1998.











Signature                             Title




/S/J. HICKS LANIER          Chairman of the Board of Directors,
J. Hicks Lanier             President and Chief Executive Officer
                            (Principal Executive Officer)




/S/BEN  B.  BLOUNT,  JR.        Executive Vice  President,  Chief
Financial
Ben  B.  Blount,  Jr.          Officer  and  Director  (Principal
Financial
                           Officer)



          /S/CECIL D. CONLEE*
         Cecil D. Conlee            Director




          /S/J. REESE LANIER*
J. Reese Lanier             Director

                      
                      
                      
/S/THOMAS GALLAGER*
Thomas Gallagher            Director

                      


/S/KNOWLTON J. O'REILLY*
Knowlton J. O'Reilly      Director




/S/CLARENCE B. ROGERS, JR.*
Clarence B. Rogers, Jr.                            Director





/S/ROBERT E. SHAW*
Robert E. Shaw             Director




/S/E. JENNER WOOD*
E. Jenner Wood              Director
                                
*by power of attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15838}]
{"company-data": {"conformed-name": "OXFORD INDUSTRIES INC", "cik": "0000075288", "assigned-sic": "2320", "irs-number": "580831862", "state-of-incorporation": "GA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59409", "film-number": "98668450"}, "business-address": {"street1": "222 PIEDMONT AVE NE", "city": "ATLANTA", "state": "GA", "zip": "30308", "phone": "4046592424"}}
9

As filed with the Securities and Exchange Commission on July 17,
                              1998
                                            Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                                

                            FORM S-8
                            ---------

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                     OXFORD INDUSTRIES, INC.
                     -----------------------
     (Exact name of registrant as specified in its charter)

        Georgia                              58-0831862
------------------------------           -----------------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)

                    222 Piedmont Avenue, N.E.
                     Atlanta, Georgia 30308
                    ------------------------
(Address, including zip code, of registrant's principal executive
                            offices)
                                
                                
       OXFORD INDUSTRIES, INC. 1997 RESTRICTED STOCK PLAN
       --------------------------------------------------
                      (Full title of plan)
                                
                                
                          David K. Ginn
       Vice President-Legal, General Counsel and Secretary
                    222 Piedmont Avenue, N.E.
                     Atlanta, Georgia 30308
                         (404) 659-2424
        -------------------------------------------------
        (Name, address, including zip code, and telephone
       number, including area code, of agent for service)
                                
                                
                                
                                
                                
                                
                 CALCULATION OF REGISTRATION FEE
                                
Title of Securities to be   Amount   Proposed  Proposed   Amount
Registered                    to     Maximum    Maximum     of
                              be     Offering  Aggregate Registra
                           Register Price Per  Offering  tion Fee
                              ed     Share(1)  Price(1)
Common Stock, par value     100,000   $35.73  $3,573,000 $1,054.04
$1.00 per share                                              

(1)Estimated solely for the purpose of computing the
   registration fee pursuant to Rule 457(h) on the basis of the
   high and low prices of Common Stock of Oxford Industries,
   Inc. on July 17, 1998.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

   The document(s) containing the information specified in Part I
of  Form S-8 will be sent or given to participating employees  as
specified  by Rule 428(b)(1) of the Securities Act  of  1933,  as
amended   (the  "Securities  Act").   These  documents  and   the
documents   incorporated  by  reference  in   this   Registration
Statement  pursuant  to Item 3 of Part II  of  this  Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

    The  following documents have been previously  filed  by  the
Registrant  with  the  Securities and  Exchange  Commission  (the
"Commission")   and  are  incorporated  by  reference   in   this
Registration Statement:

       (a) The Registrant's latest Annual Report on Form 10-K for
   the year ended May 30, 1997 (the "Annual Report");

        (b)  All  reports  filed  by the Registrant  pursuant  to
   Sections  13(a)  or 15(d) of the Securities  Exchange  Act  of
   1934, as amended (the "Exchange Act"), since May 30, 1997; and

        (c) The description of the Registrant's common stock, par
   value  $1.00  per  share ("Common Stock"),  contained  in  the
   Registration Statement filed under Section 12 of the  Exchange
   Act,  including any amendment or report filed for the  purpose
   of updating such description.

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

Item 4.    Description of Securities.

       Inapplicable.

Item 5.    Interest of Named Experts and Counsel.

       Inapplicable.

Item 6.    Indemnification of Directors and Officers.

    The Registrant's Articles of Incorporation eliminate, to  the
fullest   extent  permitted  by  applicable  law,  the   personal
liability of directors to the Registrant or its shareholders  for
monetary damages for breach of duty of care or any duty  owed  to
the  Registrant as a director.  The Georgia Business  Corporation
Code  currently provides that such provision shall not  eliminate
or  limit  the liability of a director (a) for any appropriation,
in  violation of his duties, of any business opportunity  of  the
Registrant,  (b)  for acts or omissions that involve  intentional
misconduct  or  a  knowing violation of  law,  (c)  for  unlawful
corporate  distributions, or (d) for any transaction  from  which
the director received an improper personal benefit.

    Under Article VI of the Registrant's Bylaws, each person  who
is  now,  has been, or who shall hereafter become a  director  or
officer  of the Registrant, whether or not then in office,  shall
be  indemnified by the Registrant against all costs  or  expenses
reasonable incurred by or imposed upon him in connection with  or
resulting from any demand, action, suit or proceedings or  threat
thereof,  to which he may be made a party as a result  of  or  by
reason  of his being or having been a director or officer of  the
Registrant  or  of any other corporation which  he  serves  as  a
director  or officer at the request of the Registrant, except  in
relation to matters as to which a recovery shall be made  against
him  or  penalty  imposed upon him by reason of his  having  been
finally adjudged in such action, suit or proceeding to have  been
derelict  in  the performance of his duties as such  director  or
officer.    The  foregoing  right  to  indemnify  shall   include
reimbursement  of the amounts and expenses paid in  settling  any
such  demand, suit or proceedings or threat thereof when settling
the  same  appears  to the Board of Directors  or  the  Executive
Committee  of  the Registrant to be in the best interest  of  the
Registrant, and shall not be exclusive of other rights  to  which
such director or officer may be entitled as a matter of law.

    The Registrant's directors and executive officers are insured
against damages from actions and claims incurred in the course of
performing duties, and the Registrant is insured against expenses
incurred in defending lawsuits arising from certain alleged  acts
against directors and executive officers.

Item 7.    Exemption from Registration Claimed.

       Inapplicable.

Item 8.    Exhibits.

Exhibit        Description

4.1   Articles   of Incorporation of Registrant (incorporated  by
      reference  to  Exhibit 3(A) of Registrant's Form  10-Q  for
      the fiscal quarter ended August 28, 1992).

4.2   Bylaws  of Registrant (incorporated by reference to Exhibit
      3(B)  of  Registrant's Form 10-K for the fiscal year  ended
      June 3, 1994).

5.1   Opinion  of  David  K. Ginn regarding  legality  of  shares
      being registered.

23.1   Consent of Arthur Andersen LLP.

23.2   Consent of David K. Ginn (included in Exhibit 5.1).

24.1   Power of Attorney (included on signature page).

99.1  Oxford   Industries,  Inc.  1997  Restricted   Stock   Plan
      (incorporated by reference to Registrant's Proxy  Statement
      dated August 29, 1997).

Item 9.    Undertakings.

   The undersigned Registrant hereby undertakes:

    (a)  (1) To file, during any period in which offers or  sales
are  being  made, a post-effective amendment to this Registration
Statement;

                (i)    To  include  any  prospectus  required  by
           Section 10(a)(3) of the Securities Act;

                (ii)   To reflect in the prospectus any facts  or
           events  arising  after  the  effective  date  of  this
           Registration  Statement  (or  the  most  recent  post-
           effective amendment thereof) which, individually or in
           the  aggregate, represent a fundamental change in  the
           information set forth in this Registration Statement;

                (iii)  To  include any material information  with
           respect  to  the  plan of distribution not  previously
           disclosed  in  this  Registration  Statement  or   any
           material   change   to   such  information   in   this
           Registration Statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
   not apply if the information required to be included in a post-
   effective  amendment  by  those  paragraphs  is  contained  in
   periodic reports filed with or furnished to the Commission  by
   the Registrant pursuant to Section 13 or 15(d) of the Exchange
   Act  that  are  incorporated by reference in this 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) That, for purposes of determining any liability under the
Securities  Act,  each filing of the Registrant's  annual  report
pursuant  to  Section 13(a) or 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 this Registration Statement shall
be  deemed  to  be a new registration statement relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

    (c)  Insofar as indemnification for liabilities arising under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions, or otherwise, the Registrant has been advised that in
the  opinion  of the 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  Registrant of expenses incurred or paid by  a  director,
officer or controlling person of the Registrant 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 Registrant 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.

                             EXPERTS

    The  financial statements and schedules for each of the three
years  in the period ended May 30, 1997 incorporated by reference
in  this  prospectus and elsewhere in the Registration  Statement
have  been  audited  by Arthur Andersen LLP,  independent  public
accountants, as indicated in their reports with respect  thereto,
and  are  incorporated herein in reliance upon the  authority  of
said    firm    as    experts    in    giving    said    reports.
                           SIGNATURES

    Pursuant  to  the  requirements of the  Securities  Act,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Atlanta, State of Georgia, on this 17th day of July, 1998.

                                OXFORD INDUSTRIES, INC.

                                By: /S/ J. HICKS LANIER
                                  J. Hicks Lanier
                                  Chairman   of  the   Board   of
                                  Directors, President
                                  and Chief Executive Officer

   
   
   
   
   
   
   
   
   
   
   
   
    KNOW  ALL  MEN  BY  THESE PRESENTS, that  each  person  whose
signature  appears below constitutes and appoints David  K.  Ginn
and  Thomas  Caldecot Chubb III and each of them,  his  true  and
lawful   attorneys-in-fact  and  agents,  with  full   power   of
substitution and resubstitution for such person and in his  name,
place  and stead, in any and all capacities, to sign any and  all
amendments to this Registration Statement, and to file  the  same
with  all  exhibits  thereto and other  documents  in  connection
therewith,    with   the   Commission,   granting    unto    said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  or necessary to be done in and about the premises,  as
fully and to all intents and purposes as he might or could do  in
person,   hereby   ratifying  and  confirming   all   that   said
attorneys-in-fact  and  agents,  and  any  of  them,   or   their
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

    Pursuant  to  the  requirements of the Securities  Act,  this
Registration  Statement has been signed by the following  persons
in the capacities indicated on July 17, 1998.

Signature                             Title

/S/J. HICKS LANIER          Chairman of the Board of Directors,
J. Hicks Lanier             President and Chief Executive Officer
                            (Principal Executive Officer)

/S/BEN  B.  BLOUNT,  JR.        Executive Vice  President,  Chief
Financial
Ben  B.  Blount,  Jr.          Officer  and  Director  (Principal
Financial
                           Officer)

          /S/CECIL D. CONLEE*
         Cecil D. Conlee            Director

          /S/J. REESE LANIER*
J. Reese Lanier             Director

                      
                      
                      
/S/THOMAS GALLAGER*
Thomas Gallagher            Director

                      

/S/KNOWLTON J. O'REILLY*
Knowlton J. O'Reilly      Director

/S/CLARENCE B. ROGERS, JR.*
Clarence B. Rogers, Jr.                            Director

/S/ROBERT E. SHAW*
Robert E. Shaw             Director

/S/E. JENNER WOOD*
E. Jenner Wood              Director
                                
*by power of attorney