As filed with the Securities and Exchange Commission on February 22, 1994.
                                     Registration Statement No. 33- _____
    _________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

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

                  SOUTHERN NATIONAL CORPORATION
     (Exact name of Registrant as specified in its Charter)

      North Carolina                       56-0939887
(State or other jurisdiction           (I.R.S. Employer 
of incorporation or organization)   Identification Number)

               Southern National Financial Center
                    500 North Chestnut Street
                 Lumberton, North Carolina 28358
   (Address of principal executive office, including zip code)

                OPTION AND EMPLOYMENT AGREEMENTS
                     WITH CERTAIN EMPLOYEES
                       AND CONSULTANTS OF
                  SOUTHERN NATIONAL CORPORATION
                    (Full title of the Plan)
                      ____________________

                      David L. Craven, Esq.
                     230 North Cherry Street
               Winston-Salem, North Carolina 27101
                          919-721-3448
    (Name, address, including zip code, and telephone number
           including area code, of agent for service)

                         With copies to:
    Mark S. Dray, Esq.                David L. Craven, Esq.
  David M. Carter, Esq.              230 North Cherry Street
    Hunton & Williams         Winston-Salem, North Carolina 27101
Riverfront Plaza, East Tower               919-721-3448
   951 East Byrd Street
Richmond, Virginia 23219-4074
       804-788-8200
                      ____________________

                 CALCULATION OF REGISTRATION FEE
________________________________________________________________


                                 Proposed    Proposed
Title of                         maximum     maximum       Amount
securities        Amount         offering    aggregate       of
to be             to be           price      offering   Registration
registered      registered      per share     price          fee

Common Stock,
$5 par value   571,049 shares     $19(*)    $10,849,931    $3,742

(*)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $19 per share, which was the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on February 15, 1994, as reported in the Wall
Street Journal.




                              PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Southern National
Corporation (the "Company") with the Commission (file No. 0-4641)
are incorporated herein by reference and made a part hereof:  (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 included in the Company's Report on Form
8-K dated June 8, 1993; (ii) the Company's Quarterly Report on
Form 10-Q for the quarters ended March 31, 1993; June 30, 1993;
and September 30, 1993; (iii) the description of the Company's
Common Stock (the "Common Stock") in the Company's registration
statement filed under the Exchange Act with respect to the Common
Stock, including all amendments and reports filed for the purpose
of updating such description; and (iv) the Company's Current
Reports on Form 8-K dated January 29, 1993, March 18, 1993, June
8, 1993, August 5, 1993 and January 28, 1994.

     In addition, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of the
Prospectus and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the laws of North Carolina, the Amended and
Restated Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors
and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1    Articles of Incorporation of the Company (Incorporated
       herein by reference from Exhibit 4(a) of the Company's
       Registration Statement on Form S-3 (No. 33-64176)).

4.2    Bylaws of the Company (Incorporated herein by reference
       from Exhibit 3.2 of the Company's Annual Report on Form
       10-K for the year ended December 31, 1992)).

4.3    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and East Coast Savings Bank, SSB (Incorporated
       herein by reference from Exhibit 2(b) of the Company's
       Registration Statement on Form S-4 (No. 33-64176)).

4.4    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and Home Federal Savings Bank, FSB (Incorporated
       herein by reference from Annex I of the Company's
       Registration Statement on Form S-4 (No. 33-50895)).

4.5    Agreement and Plan of Merger by and among The First
       Savings Bank, FSB, Southern National Bank of South
       Carolina and Southern National Corporation (Incorporated
       herein by reference from Annex I of the Company's
       Registration Statement on Form S-4 (No. 33-69880)).

4.6    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina, Regency Bancshares Inc., First Savings Bank,
       Inc., SSB and Davidson Savings Bank, Inc., SSB
       (Incorporated herein by reference from Annex I of the
       Company's Registration Statement on Form S-4
       (No. 33-50693)).

4.7    Form of Option Agreement under the Home Federal Savings
       Bank, FSB Stock Option Plan.   

4.8    Form of Option Agreement under The First Savings Bank,
       FSB 1992 Stock Option and Incentive Plan.

4.9    Form of Option Agreement under The First Federal Savings
       and Loan Association of South Carolina 1983 Stock Option
       and Incentive Plan.

4.10   Form of Option Agreement under the Regency Bancshares Inc.
       Incentive Stock Option Plan.

4.11   Form of Option Agreement under the Regency Bancshares Inc.
       Directors' Non-Qualified Stock Option Plan.

4.12   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former
       directors of East Coast Savings Bank, SSB.

4.13   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former employees
       of East Coast Savings Bank, SSB.

4.14   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former
       directors of Home Federal Savings Bank, FSB.

4.15   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former employees
       of Home Federal Savings Bank, FSB.

5     Opinion of Hunton & Williams as to the legality of the
      securities being registered.

24.1  Consent of Hunton & Williams (included in the opinion
      filed as Exhibit 5 to the Registration Statement).

24.2  Consent of Arthur Andersen & Co. 

24.3  Consent of KPMG Peat Marwick

24.4  Consent of Coopers & Lybrand

25    Power of Attorney (included on signature page).

Item 9.  Undertakings

        (a)  The undersigned registrant hereby undertakes:

             1.   To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement:

                 (i)  To include any prospectus required by
                      Section 10(a)(3) of the Securities Act of
                      1933, as amended (the "Securities Act");

                (ii)  To reflect in the prospectus any facts or
                      events arising after the effective date of
                      the 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 the registration
                      statement;

               (iii)  To include any material information with
                      respect to the plan of distribution not
                      previously disclosed in the registration
                      statement or any material change in such
                      information in the 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 by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference 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 undersigned registrant hereby undertakes
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 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 registrant pursuant to
the provisions described under Item 6 above, 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.



                           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 Winston-Salem, State of North Carolina, on this 22nd day of
February, 1994.


                                   SOUTHERN NATIONAL CORPORATION
                                   (Registrant)

                                   /s/ John R. Spruill
                                   John R. Spruill
                                   Executive Vice President


                        POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on February 22, 1994.  Each
of the directors and/or officers of Southern National Corporation
whose signature appears below hereby appoints John R. Spruill,
David L. Craven and David M. Carter, and each of them severally,
as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below, and to file with the Commission
any and all amendments, including post-effective amendments, to
this registration statement, making such changes in the
registration statement as appropriate, and generally to do all
such things in their behalf in their capacities as officers and
directors to enable Southern National Corporation to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.


Signature                                  Title

/s/ L. Glenn Orr, Jr.              Chairman, President, Chief
L. Glenn Orr, Jr.                  Executive Officer and Director
                                   (Principal Executive Officer)

/s/ John R. Spruill                Executive Vice President 
John R. Spruill                    and Chief Financial Officer 
                                   (Principal Financial Officer)

/s/ Gary E. Carlton                Executive Vice President 
Gary E. Carlton                    and Director

/s/ Sherry A. Kellett              Vice President and Controller
Sherry A. Kellett                  (Principal Accounting Officer)

                                   Director
William F. Black

/s/ Ronald E. Deal                 Director
Ronald E. Deal

                                   Director
William N. Geiger, Jr.

/s/ L. V. Hackley                  Director
Lloyd Vincent Hackley

/s/ James A. Hardison, Jr.         Director
James A. Hardison, Jr.

/s/ D. C. Hiscott                  Director
Donald C. Hiscott

                                   Director
Charles A. Hostetler

/s/ Richard Janeway                Director
Richard Janeway, M.D.

/s/ Joseph A. McAleer              Director
Joseph A. McAleer

/s/ Albert O. McCauley             Director
Albert O. McCauley

/s/ Dickson McLean, Jr.            Director
Dickson McLean, Jr.

/s/ Jonnie H. McLeod               Director
Jonnie H. McLeod, M.D.

                                   Director
Charles E. Nichols

/s/ C. Edward Pleasants            Director
C. Edward Pleasants

                                   Director
Nido R. Qubein

/s/ Ted R. Reynolds                Director
Ted R. Reynolds

/s/ A. B. Williams                 Director
A. Bruce Williams

/s/ A. Tab Williams, Jr.           Director
A. Tab Williams, Jr.

/s/ E. M. Williams                 Director
Edward M. Williams

/s/ T. H. Yancy                    Director
T. H. Yancy

/s/ John R. Spruill                
John R. Spruill
Attorney-in-Fact




               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                      ____________________







                            EXHIBITS

                           filed with
                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                              UNDER

                   THE SECURITIES ACT OF 1933


                      ____________________





                  SOUTHERN NATIONAL CORPORATION
              OPTION AND EMPLOYMENT AGREEMENTS WITH
              CERTAIN EMPLOYEES AND CONSULTANTS OF
                  SOUTHERN NATIONAL CORPORATION
                    (full title of the plan)

                            EXHIBIT INDEX


Exhibit 
  No.                      Description


4.1    Amended and Restated Articles of Incorporation of the
       Company (Incorporated herein by reference from 
       Exhibit 4(a) of the Company's Registration Statement
       on Form S-3 (No. 33-64176)).

4.2    Bylaws of the Company (Incorporated herein by reference
       from Exhibit 3.2 of the Company's Annual Report on
       Form 10-K for the year ended December 31, 1992)).

4.3    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and East Coast Savings Bank, SSB (Incorporated
       herein by reference from Exhibit 2(b) of the Company's
       Registration Statement on Form S-4 (No. 33-64176)).

4.4    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and Home Federal Savings Bank, FSB (Incorporated
       herein by reference from Annex I of the Company's
       Registration Statement on Form S-4 (No. 33-50895)).


4.5   Agreement and Plan of Merger By and Among The First Savings
      Bank, FSB, Southern National Bank of South Carolina and
      Southern National Corporation (Incorporated herein by
      reference from Annex I of the Company's Registration
      Statement on Form S-4 (No. 33-69880)).

4.6   Agreement and Plan of Reorganization among Southern
      National Corporation, Southern National Bank of North
      Carolina, Regency Bancshares Inc., First Savings Bank,
      Inc., SSB and Davidson Savings Bank, Inc., SSB
      (Incorporated herein by reference from Annex I of the
      Company's Registration Statement on Form S-4 (No. 
      33-50693)).

4.7   Form of Option Agreement under the Home Federal Savings
      Bank, FSB Stock Option Plan.

4.8   Form of Option Agreement under The First Savings Bank,
      FSB 1992 Stock Option and Incentive Plan.

4.9   Form of Option Agreement under The First Federal Savings
      and Loan Association of South Carolina 1983 Stock Option
      and Incentive Plan.

4.10  Form of Option Agreement under the Regency Bancshares Inc.
      Incentive Stock Option Plan.

4.11  Form of Option Agreement under the Regency Bancshares Inc.
      Directors' Non-Qualified Stock Option Plan.

4.12  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former
      directors of East Coast Savings Bank, SSB.

4.13  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former employees
      of East Coast Savings Bank, SSB.

4.14  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former
      directors of Home Federal Savings Bank, FSB.

4.15  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former employees
      of Home Federal Savings Bank, FSB.

5     Opinion of Hunton & Williams as to the legality of the
      securities being registered.

24.1  Consent of Hunton & Williams (included in the opinion filed
      as Exhibit 5 to the Registration Statement).

24.2  Consent of Arthur Andersen & Co.

24.3  Consent of KPMG Peat Marwick

24.4  Consent of Coopers & Lybrand

25    Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 21228}]
{"company-data": {"conformed-name": "SOUTHERN NATIONAL CORP /NC/", "cik": "0000092230", "assigned-sic": "6021", "irs-number": "560939887", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52367", "film-number": "94511170"}, "business-address": {"street1": "500 N CHESTNUT ST", "city": "LUMBERTON", "state": "NC", "zip": "28358", "phone": "9196712000"}, "mail-address": {"street1": "500 NORTH CHESTNUT STREET", "city": "LUMBERTON", "state": "NC", "zip": "28358"}}
As filed with the Securities and Exchange Commission on February 22, 1994.
                                     Registration Statement No. 33- _____
    _________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

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

                  SOUTHERN NATIONAL CORPORATION
     (Exact name of Registrant as specified in its Charter)

      North Carolina                       56-0939887
(State or other jurisdiction           (I.R.S. Employer 
of incorporation or organization)   Identification Number)

               Southern National Financial Center
                    500 North Chestnut Street
                 Lumberton, North Carolina 28358
   (Address of principal executive office, including zip code)

                OPTION AND EMPLOYMENT AGREEMENTS
                     WITH CERTAIN EMPLOYEES
                       AND CONSULTANTS OF
                  SOUTHERN NATIONAL CORPORATION
                    (Full title of the Plan)
                      ____________________

                      David L. Craven, Esq.
                     230 North Cherry Street
               Winston-Salem, North Carolina 27101
                          919-721-3448
    (Name, address, including zip code, and telephone number
           including area code, of agent for service)

                         With copies to:
    Mark S. Dray, Esq.                David L. Craven, Esq.
  David M. Carter, Esq.              230 North Cherry Street
    Hunton & Williams         Winston-Salem, North Carolina 27101
Riverfront Plaza, East Tower               919-721-3448
   951 East Byrd Street
Richmond, Virginia 23219-4074
       804-788-8200
                      ____________________

                 CALCULATION OF REGISTRATION FEE
________________________________________________________________

                                 Proposed    Proposed
Title of                         maximum     maximum       Amount
securities        Amount         offering    aggregate       of
to be             to be           price      offering   Registration
registered      registered      per share     price          fee

Common Stock,
$5 par value   571,049 shares     $19(*)    $10,849,931    $3,742

(*)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $19 per share, which was the
average of the high and low prices of the Common Stock on the New
York Stock Exchange on February 15, 1994, as reported in the Wall
Street Journal.

                              PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Southern National
Corporation (the "Company") with the Commission (file No. 0-4641)
are incorporated herein by reference and made a part hereof:  (i)
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 included in the Company's Report on Form
8-K dated June 8, 1993; (ii) the Company's Quarterly Report on
Form 10-Q for the quarters ended March 31, 1993; June 30, 1993;
and September 30, 1993; (iii) the description of the Company's
Common Stock (the "Common Stock") in the Company's registration
statement filed under the Exchange Act with respect to the Common
Stock, including all amendments and reports filed for the purpose
of updating such description; and (iv) the Company's Current
Reports on Form 8-K dated January 29, 1993, March 18, 1993, June
8, 1993, August 5, 1993 and January 28, 1994.

     In addition, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of the
Prospectus and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Prospectus and to be a
part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated
by reference herein modifies or supersedes such earlier
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the laws of North Carolina, the Amended and
Restated Articles of Incorporation of the Company (the
"Articles") eliminate all liability of the Company's directors
and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1    Articles of Incorporation of the Company (Incorporated
       herein by reference from Exhibit 4(a) of the Company's
       Registration Statement on Form S-3 (No. 33-64176)).

4.2    Bylaws of the Company (Incorporated herein by reference
       from Exhibit 3.2 of the Company's Annual Report on Form
       10-K for the year ended December 31, 1992)).

4.3    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and East Coast Savings Bank, SSB (Incorporated
       herein by reference from Exhibit 2(b) of the Company's
       Registration Statement on Form S-4 (No. 33-64176)).

4.4    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and Home Federal Savings Bank, FSB (Incorporated
       herein by reference from Annex I of the Company's
       Registration Statement on Form S-4 (No. 33-50895)).

4.5    Agreement and Plan of Merger by and among The First
       Savings Bank, FSB, Southern National Bank of South
       Carolina and Southern National Corporation (Incorporated
       herein by reference from Annex I of the Company's
       Registration Statement on Form S-4 (No. 33-69880)).

4.6    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina, Regency Bancshares Inc., First Savings Bank,
       Inc., SSB and Davidson Savings Bank, Inc., SSB
       (Incorporated herein by reference from Annex I of the
       Company's Registration Statement on Form S-4
       (No. 33-50693)).

4.7    Form of Option Agreement under the Home Federal Savings
       Bank, FSB Stock Option Plan.   

4.8    Form of Option Agreement under The First Savings Bank,
       FSB 1992 Stock Option and Incentive Plan.

4.9    Form of Option Agreement under The First Federal Savings
       and Loan Association of South Carolina 1983 Stock Option
       and Incentive Plan.

4.10   Form of Option Agreement under the Regency Bancshares Inc.
       Incentive Stock Option Plan.

4.11   Form of Option Agreement under the Regency Bancshares Inc.
       Directors' Non-Qualified Stock Option Plan.

4.12   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former
       directors of East Coast Savings Bank, SSB.

4.13   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former employees
       of East Coast Savings Bank, SSB.

4.14   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former
       directors of Home Federal Savings Bank, FSB.

4.15   Form of Non-Qualified Stock Option Agreement between
       Southern National Corporation and certain former employees
       of Home Federal Savings Bank, FSB.

5     Opinion of Hunton & Williams as to the legality of the
      securities being registered.

24.1  Consent of Hunton & Williams (included in the opinion
      filed as Exhibit 5 to the Registration Statement).

24.2  Consent of Arthur Andersen & Co. 

24.3  Consent of KPMG Peat Marwick

24.4  Consent of Coopers & Lybrand

25    Power of Attorney (included on signature page).

Item 9.  Undertakings

        (a)  The undersigned registrant hereby undertakes:

             1.   To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement:

                 (i)  To include any prospectus required by
                      Section 10(a)(3) of the Securities Act of
                      1933, as amended (the "Securities Act");

                (ii)  To reflect in the prospectus any facts or
                      events arising after the effective date of
                      the 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 the registration
                      statement;

               (iii)  To include any material information with
                      respect to the plan of distribution not
                      previously disclosed in the registration
                      statement or any material change in such
                      information in the 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 by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference 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 undersigned registrant hereby undertakes
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 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 registrant pursuant to
the provisions described under Item 6 above, 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.

                           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 Winston-Salem, State of North Carolina, on this 22nd day of
February, 1994.

                                   SOUTHERN NATIONAL CORPORATION
                                   (Registrant)

                                   /s/ John R. Spruill
                                   John R. Spruill
                                   Executive Vice President

                        POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on February 22, 1994.  Each
of the directors and/or officers of Southern National Corporation
whose signature appears below hereby appoints John R. Spruill,
David L. Craven and David M. Carter, and each of them severally,
as his attorney-in-fact to sign in his name and behalf, in any
and all capacities stated below, and to file with the Commission
any and all amendments, including post-effective amendments, to
this registration statement, making such changes in the
registration statement as appropriate, and generally to do all
such things in their behalf in their capacities as officers and
directors to enable Southern National Corporation to comply with
the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.

Signature                                  Title

/s/ L. Glenn Orr, Jr.              Chairman, President, Chief
L. Glenn Orr, Jr.                  Executive Officer and Director
                                   (Principal Executive Officer)

/s/ John R. Spruill                Executive Vice President 
John R. Spruill                    and Chief Financial Officer 
                                   (Principal Financial Officer)

/s/ Gary E. Carlton                Executive Vice President 
Gary E. Carlton                    and Director

/s/ Sherry A. Kellett              Vice President and Controller
Sherry A. Kellett                  (Principal Accounting Officer)

                                   Director
William F. Black

/s/ Ronald E. Deal                 Director
Ronald E. Deal

                                   Director
William N. Geiger, Jr.

/s/ L. V. Hackley                  Director
Lloyd Vincent Hackley

/s/ James A. Hardison, Jr.         Director
James A. Hardison, Jr.

/s/ D. C. Hiscott                  Director
Donald C. Hiscott

                                   Director
Charles A. Hostetler

/s/ Richard Janeway                Director
Richard Janeway, M.D.

/s/ Joseph A. McAleer              Director
Joseph A. McAleer

/s/ Albert O. McCauley             Director
Albert O. McCauley

/s/ Dickson McLean, Jr.            Director
Dickson McLean, Jr.

/s/ Jonnie H. McLeod               Director
Jonnie H. McLeod, M.D.

                                   Director
Charles E. Nichols

/s/ C. Edward Pleasants            Director
C. Edward Pleasants

                                   Director
Nido R. Qubein

/s/ Ted R. Reynolds                Director
Ted R. Reynolds

/s/ A. B. Williams                 Director
A. Bruce Williams

/s/ A. Tab Williams, Jr.           Director
A. Tab Williams, Jr.

/s/ E. M. Williams                 Director
Edward M. Williams

/s/ T. H. Yancy                    Director
T. H. Yancy

/s/ John R. Spruill                
John R. Spruill
Attorney-in-Fact

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                      ____________________

                            EXHIBITS

                           filed with
                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                              UNDER

                   THE SECURITIES ACT OF 1933

                      ____________________

                  SOUTHERN NATIONAL CORPORATION
              OPTION AND EMPLOYMENT AGREEMENTS WITH
              CERTAIN EMPLOYEES AND CONSULTANTS OF
                  SOUTHERN NATIONAL CORPORATION
                    (full title of the plan)

                            EXHIBIT INDEX

Exhibit 
  No.                      Description

4.1    Amended and Restated Articles of Incorporation of the
       Company (Incorporated herein by reference from 
       Exhibit 4(a) of the Company's Registration Statement
       on Form S-3 (No. 33-64176)).

4.2    Bylaws of the Company (Incorporated herein by reference
       from Exhibit 3.2 of the Company's Annual Report on
       Form 10-K for the year ended December 31, 1992)).

4.3    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and East Coast Savings Bank, SSB (Incorporated
       herein by reference from Exhibit 2(b) of the Company's
       Registration Statement on Form S-4 (No. 33-64176)).

4.4    Agreement and Plan of Reorganization among Southern
       National Corporation, Southern National Bank of North
       Carolina and Home Federal Savings Bank, FSB (Incorporated
       herein by reference from Annex I of the Company's
       Registration Statement on Form S-4 (No. 33-50895)).

4.5   Agreement and Plan of Merger By and Among The First Savings
      Bank, FSB, Southern National Bank of South Carolina and
      Southern National Corporation (Incorporated herein by
      reference from Annex I of the Company's Registration
      Statement on Form S-4 (No. 33-69880)).

4.6   Agreement and Plan of Reorganization among Southern
      National Corporation, Southern National Bank of North
      Carolina, Regency Bancshares Inc., First Savings Bank,
      Inc., SSB and Davidson Savings Bank, Inc., SSB
      (Incorporated herein by reference from Annex I of the
      Company's Registration Statement on Form S-4 (No. 
      33-50693)).

4.7   Form of Option Agreement under the Home Federal Savings
      Bank, FSB Stock Option Plan.

4.8   Form of Option Agreement under The First Savings Bank,
      FSB 1992 Stock Option and Incentive Plan.

4.9   Form of Option Agreement under The First Federal Savings
      and Loan Association of South Carolina 1983 Stock Option
      and Incentive Plan.

4.10  Form of Option Agreement under the Regency Bancshares Inc.
      Incentive Stock Option Plan.

4.11  Form of Option Agreement under the Regency Bancshares Inc.
      Directors' Non-Qualified Stock Option Plan.

4.12  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former
      directors of East Coast Savings Bank, SSB.

4.13  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former employees
      of East Coast Savings Bank, SSB.

4.14  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former
      directors of Home Federal Savings Bank, FSB.

4.15  Form of Non-Qualified Stock Option Agreement between
      Southern National Corporation and certain former employees
      of Home Federal Savings Bank, FSB.

5     Opinion of Hunton & Williams as to the legality of the
      securities being registered.

24.1  Consent of Hunton & Williams (included in the opinion filed
      as Exhibit 5 to the Registration Statement).

24.2  Consent of Arthur Andersen & Co.

24.3  Consent of KPMG Peat Marwick

24.4  Consent of Coopers & Lybrand

25    Power of Attorney (included on signature page).