<PAGE>


    As filed with the Securities and Exchange Commission on December 13, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

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

                                ----------------

                             NBC CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Mississippi                                          64-0694775
    (State or Other Jurisdiction                              (I.R.S. Employer
   of Incorporation or Organization)                         Identification No.)

        301 East Main Street                                       39759
       Starkville, Mississippi                                  (Zip Code)
(Address of Principal Executive Offices)

                                ----------------

                             NBC CAPITAL CORPORATION
                          SALARY REDUCTION THRIFT PLAN
                            (Full Title of the Plan)

                                ----------------

                                Richard T. Haston
                            Executive Vice President,
                      Chief Financial Officer and Treasurer
                             NBC Capital Corporation
                               1108 Highway 82 W.
                          Starkville, Mississippi 39759
                     (Name and Address of Agent for Service)

                                 (662) 324-4258
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
                                                                       Proposed          Proposed
                                                                        Maximum           Maximum
                                                    Amount             Offering          Aggregate
             Title of Securities                     To Be             Price Per         Offering           Amount of
             To Be Registered(1)                Registered(1)(2)       Share(3)          Price(3)        Registration Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                         <C>                 <C>             <C>                  <C>
Common Stock, par value $1.00 per share             100,000             $30.85          $3,085,000           $737.32
============================================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  This Registration Statement shall also cover any additional shares of
     common stock which become issuable under the Salary Reduction Thrift Plan
     by reason of any stock dividend or stock split or as the result of other
     anti-dilution provisions in the plan, pursuant to Rule 416 of the
     Securities Act.

(3)  Estimated solely for purposes of calculating the amount of the registration
     fee, pursuant to Rule 457(c) and (h) of the Securities Act and based upon
     the average of the high and low sales prices reported on the American Stock
     Exchange reporting system on December 12, 2001.

<PAGE>


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

* Item 1.   Plan Information.

* Item 2.   Registrant Information and Employee Plan Annual Information.

     * The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed by NBC Capital Corporation ("NBC") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated in this
registration statement by reference:

     (1) NBC's Annual Report on Form 10-K (Commission File No. 001-15773) for
the fiscal year ended December 31, 2000, filed with the Commission on March 30,
2001;

     (2) NBC's Quarterly Reports on Form 10-Q (Commission File No. 001-15773)
for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001;

     (3) NBC's Current Reports on Form 8-K (Commission File No. 001-15773),
filed with the Commission on April 5, 2001, and July 2, 2001;

     (4) NBC's Salary Reduction Thrift Plan Annual Report on Form 11-K for the
fiscal year ended December 31, 2000, filed with the Commission concurrently with
this Registration Statement; and

     (5) The description of NBC's common stock, par value $1.00 per share (the
"Common Stock") on Form 8-A (Commission File No. 001-15773), filed with the
Commission on March 29, 2000.

     In addition, all documents subsequently filed with the Commission by NBC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing by NBC of a post-effective amendment which indicates that all securities
offered hereby 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 a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference


                                       II-1

<PAGE>

herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statements
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Mississippi Business Corporation Act ("MBCA") contains provisions that
directly affect the liability of officers and directors of Mississippi
corporations to the corporations and stockholders whom they serve. Article 8,
Subarticle E of the MBCA permits Mississippi corporations to indemnify officers
and directors, as well as certain other individuals who act on behalf of such
corporations. Article 8, Subarticle C sets forth the standards of conduct
required for directors, and Article 8, Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section 79-4-8.30 of the MBCA provides that directors of Mississippi
corporations are required to discharge the duties of their positions in good
faith, with the care that an ordinarily prudent person would exercise under
similar circumstances in like positions and in a manner reasonably believed to
be in the best interests of the corporation. This section specifically provides
that in considering the best interests of the corporation, the director must
consider the interests of the corporation's stockholders. A director is allowed
to rely in good faith on information provided to him by the corporation's
officers, legal counsel, accountants, other experts and board committees on
which he is not a member. Section 79-4-8.42 imposes the same standards of
conduct on officers of Mississippi corporations, except there is no specific
provision regarding the interests of the stockholders. Officers are allowed to
rely in good faith on information provided to them by other officers, legal
counsel, accountants and other experts. If directors and officers perform their
duties in compliance with these sections, they will not be liable for any
action, or failure to take action, taken in the performance of their duties.

     Section 79-4-8.33 imposes personal liability of directors to the
corporation and its stockholders for distributions made in excess of standards
established by Mississippi law or in the corporation's articles of
incorporation. The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in circumstances where,
in his performance as a director, he has received a financial benefit to which
he is not entitled, he intentionally inflicts harm on the corporation or its
stockholders or he intentionally violates any criminal law. Section
79-4-2.02(b)(5) permits the corporation to include an


                                       II-2

<PAGE>

obligatory indemnification for directors in its Articles of Incorporation for
all acts other than those outlined above.

     Article 11 of NBC's articles of incorporation complies with the permitted
indemnification provision of Section 79-4-2.02(b)(5). The personal liability of
a director of NBC is eliminated unless he breaches his duty of loyalty to the
corporation or its stockholders, commits acts or omissions not in good faith, or
which involve intentional misconduct or knowing violation of law, permits
unlawful distributions or receives an improper personal benefit from any
transaction. Article 11 further permits NBC to advance all expenses for defense
of a director in any lawsuit brought against a director in his capacity as a
director. The MBCA specifically provides, in Section 79-4-8.53 that such
advances are allowed by Mississippi law. Such advances may be made under the
MBCA only after a determination that the director met all relevant standards of
conduct.

     Section 79-4-8.51 of the MBCA permits a Mississippi corporation to
indemnify any officer to the same extent as to a director. Article VI of NBC's
by-laws provides that any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding by reason of the fact that he or
she was a director, officer, employee or agent of the corporation, or was
serving at the request of the corporation in one of those capacities for another
business, may be indemnified to the fullest extent allowed by law against all
expense, liability and loss (including attorneys' fees, judgments, fines and
amounts paid in settlement) reasonably incurred by such persons.

     Indemnification of officers and directors against reasonable expenses is
mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or
director is successful on the merits or otherwise in the defense of any action
or suit against him giving rise to a claim of indemnification.

     Section 79-4-8.57 permits a Mississippi corporation to purchase and
maintain insurance on behalf of its officers and directors, against liability
asserted against or incurred by them in their capacities as officers or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article VI,
Section 4 of NBC's by-laws permits NBC to obtain such insurance.

     MBCA treats suits by or in the right of the corporation, or derivative
suits, differently from other legal actions. Indemnification is not permitted in
a derivative action, except for reasonable expenses incurred in connection with
the proceeding if the officer or director has met the relevant standards of
conduct.

Item 7. Exemption from Registration Claimed.

     Not applicable.



                                       II-3

<PAGE>

Item 8. Exhibits.

     4.1  Articles of Incorporation of NBC Capital Corporation (included as
          Exhibit B to NBC's Definitive Proxy Statement filed with the
          Commission on March 18, 1998, Commission File No. 000-12885, which
          Exhibit B is incorporated herein by reference).

     4.2  Bylaws of NBC Capital Corporation (included as Exhibit 3(b) to NBC's
          Registration Statement on Form S-4A, filed with the Commission on
          November 4, 1998, Commission File No. 333-65545, which Exhibit 3(b) is
          incorporated herein by reference).

     4.3  NBC Capital Corporation's Salary Reduction Thrift Plan

     5    Opinion of Phelps Dunbar LLP

     23.1 Consent of T. E. Lott & Company

     23.2 Consent of Phelps Dunbar LLP (included in Exhibit 5)

     24.1 Powers of Attorney (included on the signature page of this
          Registration Statement)

     NBC will submit the Plan to the Internal Revenue Service for a
determination that the plan is qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended.

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (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 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. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum


                                       II-4

<PAGE>

     aggregate offering price set forth in the "Calculation of Registration Fee"
     table in the effective registration statement; and

          (iii) 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;

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 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 that remain unsold at the termination of the
offering.

     (4) 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 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.

     (5) 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.


                                       II-5

<PAGE>

                                   SIGNATURES

The Registrant.

     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 Starkville, State of Mississippi, on this 12th day of
December, 2001.

                                              NBC CAPITAL CORPORATION

                                              By:  /s/ Lewis F. Mallory, Jr.
                                                   -----------------------------
                                                       Lewis F. Mallory, Jr.
                                                       Chairman of the Board and
                                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 12, 2001.


Signature                                     Title

/s/ Lewis F. Mallory, Jr.            Chairman of the Board and Chief Executive
--------------------------------     Officer (Principal Executive Officer)
Lewis F. Mallory, Jr.

/s/ Mark A. Abernathy                President, Chief Operating Officer
--------------------------------     and Director (Principal Executive Officer)
Mark A. Abernathy

/s/ Richard T. Haston                Executive Vice President, Chief
--------------------------------     Financial Officer and Treasurer
Richard T. Haston                    (Principal Financial Officer)

/s/ Aubrey Adair                     Chief Accounting Officer
--------------------------------     (Principal Accounting Officer)
Aubrey Adair

The Plan.

     Pursuant to the requirements of the Securities Act, the Plan Administrator
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Starkville, State of
Mississippi, on this 12th day of December, 2001.

                                              NBC CAPITAL CORPORATION
                                              SALARY REDUCTION THRIFT PLAN

                                          By: /s/ Richard T. Haston
                                              ----------------------------------
                                                  Richard T. Haston
                                                  Plan Administrator


                                       II-6

<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Lewis F. Mallory, Jr. and Richard T.
Haston, each of them severally, each of whom may act without joinder of the
other, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and any and all amendments
(including post-effective amendments) thereto, and all documents in connection
therewith and all instruments necessary, appropriate or advisable to enable the
Company to comply with the Securities Act of 1933, as amended, and other federal
and state securities laws, in connection with the NBC Capital Corporation Salary
Reduction Thrift Plan, and to file any such documents or instruments with the
Securities and Exchange Commission, and to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or 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 of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

         Signature                              Title                                    Date
         ---------                              -----                                    ----
<S>                                      <C>                                         <C>
/s/ Lewis F. Mallory, Jr.                Chairman of the Board                       December 12, 2001
---------------------------------        and Chief Executive Officer
Lewis F. Mallory, Jr.                    (Principal Executive Officer)


/s/ Mark A. Abernathy                    President, Chief Operating                  December 12, 2001
---------------------------------        Officer and Director
Mark A. Abernathy                        (Principal Executive Officer)


/s/ Richard T. Haston                    Executive Vice President,                   December 12, 2001
---------------------------------        Chief Financial Officer and Treasurer
Richard T. Haston                        (Principal Financial Officer)


/s/ Aubrey Adair                         Chief Accounting Officer                    December 12, 2001
---------------------------------        (Principal Accounting Officer)
Aubrey Adair


/s/ David Byars                          Director                                    December 12, 2001
---------------------------------
David Byars


/s/ Robert L. Calvert, III               Director                                    December 12, 2001
---------------------------------
Robert L. Calvert, III
</TABLE>



                                       II-7

<PAGE>

<TABLE>
<CAPTION>

<S>                                                    <C>                        <C>
/s/ Robert A. Cunningham                               Director                   December 12, 2001
------------------------------------
Robert A. Cunningham


/s/ Robert S. Caldwell, Jr.                            Director                   December 12, 2001
------------------------------------
Robert S. Caldwell, Jr.


/s/ J. Nutie Dowdle                                    Director                   December 12, 2001
------------------------------------
J. Nutie Dowdle


/s/ Clifton B. Fowler                                  Director                   December 12, 2001
------------------------------------
Clifton B. Fowler


/s/ James C. Galloway, Jr.                             Director                   December 12, 2001
------------------------------------
James C. Galloway, Jr.


/s/ Hunter M. Gholson                                  Director                   December 12, 2001
------------------------------------
Hunter M. Gholson


/s/ James D. Graham                                    Director                   December 12, 2001
------------------------------------
James D. Graham


/s/ E. Frank Griffin, III                              Director                   December 12, 2001
------------------------------------
E. Frank Griffin, III


/s/ Bobby L. Harper                                    Director                   December 12, 2001
------------------------------------
Bobby L. Harper


/s/ Robert S. Jones                                    Director                   December 12, 2001
------------------------------------
Robert S. Jones


/s/ Robert D. Miller                                   Director                   December 12, 2001
------------------------------------
Robert D. Miller
</TABLE>

                                       II-8

<PAGE>

<TABLE>
<CAPTION>

<S>                                                  <C>                        <C>
/s/ Ralph E. Pogue                                   Director                   December 12, 2001
------------------------------------
Ralph E. Pogue


/s/ Thomas J. Prince, Jr.                            Director                   December 12, 2001
------------------------------------
Thomas J. Prince, Jr.


/s/ Allen B. Puckett, III                            Director                   December 12, 2001
------------------------------------
Allen B. Puckett, III


/s/ Dr. James C. Ratcliff                            Director                   December 12, 2001
------------------------------------
Dr. James C. Ratcliff


/s/ Sammy J. Smith                                   Director                   December 12, 2001
------------------------------------
Sammy J. Smith


/s/ H. Stokes Smith                                  Director                   December 12, 2001
------------------------------------
H. Stokes Smith


/s/ Henry S. Weiss                                   Director                   December 12, 2001
------------------------------------
Henry S. Weiss
</TABLE>


                                       II-9

<PAGE>

                                  EXHIBIT INDEX

         Exhibit
         Number   Document Description

          4.1*    Articles of Incorporation of NBC Capital Corporation(included
                  as Exhibit B to NBC's Definitive Proxy Statement filed with
                  the Commission on March 18, 1998, Commission File No.
                  000-12885, which Exhibit B is incorporated herein by
                  reference).

          4.2*    Bylaws of NBC Capital Corporation (included as Exhibit 3(b) to
                  NBC's Registration Statement on Form S-4A, filed with the
                  Commission on November 4, 199, Commission File No. 333-65545,
                  which Exhibit 3(b) is incorporated herein by reference).

          4.3     NBC Capital Corporation's Salary Reduction Thrift Plan

          5       Opinion of Phelps Dunbar LLP

          23.1    Consent of T. E. Lott & Company

          23.2    Consent of Phelps Dunbar LLP (included in Exhibit 5)

          24.1    Powers of Attorney (included on the signature page of this
                  Registration Statement)

          *       Incorporated herein by reference as indicated.




                                       II-10
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 27680}]
{"company-data": {"conformed-name": "NBC CAPITAL CORP", "cik": "0000742054", "assigned-sic": "6021", "irs-number": "640694775", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75054", "film-number": "1813060"}, "business-address": {"street1": "NBC PLZ", "street2": "P O BOX 1187", "city": "STARKVILLE", "state": "MS", "zip": "39759", "phone": "6013431341"}, "mail-address": {"street1": "NBC PLAZA", "street2": "P O BOX 1187", "city": "STARKVILLE", "state": "MS", "zip": "39759"}}
As filed with the Securities and Exchange Commission on December 13, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

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

                                ----------------

                             NBC CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Mississippi                                          64-0694775
    (State or Other Jurisdiction                              (I.R.S. Employer
   of Incorporation or Organization)                         Identification No.)

        301 East Main Street                                       39759
       Starkville, Mississippi                                  (Zip Code)
(Address of Principal Executive Offices)

                                ----------------

                             NBC CAPITAL CORPORATION
                          SALARY REDUCTION THRIFT PLAN
                            (Full Title of the Plan)

                                ----------------

                                Richard T. Haston
                            Executive Vice President,
                      Chief Financial Officer and Treasurer
                             NBC Capital Corporation
                               1108 Highway 82 W.
                          Starkville, Mississippi 39759
                     (Name and Address of Agent for Service)

                                 (662) 324-4258
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                       Proposed          Proposed
                                                                        Maximum           Maximum
                                                    Amount             Offering          Aggregate
             Title of Securities                     To Be             Price Per         Offering           Amount of
             To Be Registered(1)                Registered(1)(2)       Share(3)          Price(3)        Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share             100,000             $30.85          $3,085,000           $737.32
============================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interests to be offered or sold pursuant to the
     employee benefit plan described herein.

(2)  This Registration Statement shall also cover any additional shares of
     common stock which become issuable under the Salary Reduction Thrift Plan
     by reason of any stock dividend or stock split or as the result of other
     anti-dilution provisions in the plan, pursuant to Rule 416 of the
     Securities Act.

(3)  Estimated solely for purposes of calculating the amount of the registration
     fee, pursuant to Rule 457(c) and (h) of the Securities Act and based upon
     the average of the high and low sales prices reported on the American Stock
     Exchange reporting system on December 12, 2001.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

* Item 1.   Plan Information.

* Item 2.   Registrant Information and Employee Plan Annual Information.

     * The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of
Form S-8.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents filed by NBC Capital Corporation ("NBC") with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated in this
registration statement by reference:

     (1) NBC's Annual Report on Form 10-K (Commission File No. 001-15773) for
the fiscal year ended December 31, 2000, filed with the Commission on March 30,
2001;

     (2) NBC's Quarterly Reports on Form 10-Q (Commission File No. 001-15773)
for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001;

     (3) NBC's Current Reports on Form 8-K (Commission File No. 001-15773),
filed with the Commission on April 5, 2001, and July 2, 2001;

     (4) NBC's Salary Reduction Thrift Plan Annual Report on Form 11-K for the
fiscal year ended December 31, 2000, filed with the Commission concurrently with
this Registration Statement; and

     (5) The description of NBC's common stock, par value $1.00 per share (the
"Common Stock") on Form 8-A (Commission File No. 001-15773), filed with the
Commission on March 29, 2000.

     In addition, all documents subsequently filed with the Commission by NBC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing by NBC of a post-effective amendment which indicates that all securities
offered hereby 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 a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference

                                       II-1
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statements
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Mississippi Business Corporation Act ("MBCA") contains provisions that
directly affect the liability of officers and directors of Mississippi
corporations to the corporations and stockholders whom they serve. Article 8,
Subarticle E of the MBCA permits Mississippi corporations to indemnify officers
and directors, as well as certain other individuals who act on behalf of such
corporations. Article 8, Subarticle C sets forth the standards of conduct
required for directors, and Article 8, Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section 79-4-8.30 of the MBCA provides that directors of Mississippi
corporations are required to discharge the duties of their positions in good
faith, with the care that an ordinarily prudent person would exercise under
similar circumstances in like positions and in a manner reasonably believed to
be in the best interests of the corporation. This section specifically provides
that in considering the best interests of the corporation, the director must
consider the interests of the corporation's stockholders. A director is allowed
to rely in good faith on information provided to him by the corporation's
officers, legal counsel, accountants, other experts and board committees on
which he is not a member. Section 79-4-8.42 imposes the same standards of
conduct on officers of Mississippi corporations, except there is no specific
provision regarding the interests of the stockholders. Officers are allowed to
rely in good faith on information provided to them by other officers, legal
counsel, accountants and other experts. If directors and officers perform their
duties in compliance with these sections, they will not be liable for any
action, or failure to take action, taken in the performance of their duties.

     Section 79-4-8.33 imposes personal liability of directors to the
corporation and its stockholders for distributions made in excess of standards
established by Mississippi law or in the corporation's articles of
incorporation. The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in circumstances where,
in his performance as a director, he has received a financial benefit to which
he is not entitled, he intentionally inflicts harm on the corporation or its
stockholders or he intentionally violates any criminal law. Section
79-4-2.02(b)(5) permits the corporation to include an

                                       II-2
obligatory indemnification for directors in its Articles of Incorporation for
all acts other than those outlined above.

     Article 11 of NBC's articles of incorporation complies with the permitted
indemnification provision of Section 79-4-2.02(b)(5). The personal liability of
a director of NBC is eliminated unless he breaches his duty of loyalty to the
corporation or its stockholders, commits acts or omissions not in good faith, or
which involve intentional misconduct or knowing violation of law, permits
unlawful distributions or receives an improper personal benefit from any
transaction. Article 11 further permits NBC to advance all expenses for defense
of a director in any lawsuit brought against a director in his capacity as a
director. The MBCA specifically provides, in Section 79-4-8.53 that such
advances are allowed by Mississippi law. Such advances may be made under the
MBCA only after a determination that the director met all relevant standards of
conduct.

     Section 79-4-8.51 of the MBCA permits a Mississippi corporation to
indemnify any officer to the same extent as to a director. Article VI of NBC's
by-laws provides that any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding by reason of the fact that he or
she was a director, officer, employee or agent of the corporation, or was
serving at the request of the corporation in one of those capacities for another
business, may be indemnified to the fullest extent allowed by law against all
expense, liability and loss (including attorneys' fees, judgments, fines and
amounts paid in settlement) reasonably incurred by such persons.

     Indemnification of officers and directors against reasonable expenses is
mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or
director is successful on the merits or otherwise in the defense of any action
or suit against him giving rise to a claim of indemnification.

     Section 79-4-8.57 permits a Mississippi corporation to purchase and
maintain insurance on behalf of its officers and directors, against liability
asserted against or incurred by them in their capacities as officers or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article VI,
Section 4 of NBC's by-laws permits NBC to obtain such insurance.

     MBCA treats suits by or in the right of the corporation, or derivative
suits, differently from other legal actions. Indemnification is not permitted in
a derivative action, except for reasonable expenses incurred in connection with
the proceeding if the officer or director has met the relevant standards of
conduct.

Item 7. Exemption from Registration Claimed.

     Not applicable.

                                       II-3
Item 8. Exhibits.

     4.1  Articles of Incorporation of NBC Capital Corporation (included as
          Exhibit B to NBC's Definitive Proxy Statement filed with the
          Commission on March 18, 1998, Commission File No. 000-12885, which
          Exhibit B is incorporated herein by reference).

     4.2  Bylaws of NBC Capital Corporation (included as Exhibit 3(b) to NBC's
          Registration Statement on Form S-4A, filed with the Commission on
          November 4, 1998, Commission File No. 333-65545, which Exhibit 3(b) is
          incorporated herein by reference).

     4.3  NBC Capital Corporation's Salary Reduction Thrift Plan

     5    Opinion of Phelps Dunbar LLP

     23.1 Consent of T. E. Lott & Company

     23.2 Consent of Phelps Dunbar LLP (included in Exhibit 5)

     24.1 Powers of Attorney (included on the signature page of this
          Registration Statement)

     NBC will submit the Plan to the Internal Revenue Service for a
determination that the plan is qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended.

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (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 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. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum

                                       II-4
aggregate offering price set forth in the "Calculation of Registration Fee"
     table in the effective registration statement; and

          (iii) 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;

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 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 that remain unsold at the termination of the
offering.

     (4) 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 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.

     (5) 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.

                                       II-5
SIGNATURES

The Registrant.

     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 Starkville, State of Mississippi, on this 12th day of
December, 2001.

                                              NBC CAPITAL CORPORATION

                                              By:  /s/ Lewis F. Mallory, Jr.
                                                   -----------------------------
                                                       Lewis F. Mallory, Jr.
                                                       Chairman of the Board and
                                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 12, 2001.

Signature                                     Title

/s/ Lewis F. Mallory, Jr.            Chairman of the Board and Chief Executive
--------------------------------     Officer (Principal Executive Officer)
Lewis F. Mallory, Jr.

/s/ Mark A. Abernathy                President, Chief Operating Officer
--------------------------------     and Director (Principal Executive Officer)
Mark A. Abernathy

/s/ Richard T. Haston                Executive Vice President, Chief
--------------------------------     Financial Officer and Treasurer
Richard T. Haston                    (Principal Financial Officer)

/s/ Aubrey Adair                     Chief Accounting Officer
--------------------------------     (Principal Accounting Officer)
Aubrey Adair

The Plan.

     Pursuant to the requirements of the Securities Act, the Plan Administrator
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Starkville, State of
Mississippi, on this 12th day of December, 2001.

                                              NBC CAPITAL CORPORATION
                                              SALARY REDUCTION THRIFT PLAN

                                          By: /s/ Richard T. Haston
                                              ----------------------------------
                                                  Richard T. Haston
                                                  Plan Administrator

                                       II-6
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Lewis F. Mallory, Jr. and Richard T.
Haston, each of them severally, each of whom may act without joinder of the
other, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and any and all amendments
(including post-effective amendments) thereto, and all documents in connection
therewith and all instruments necessary, appropriate or advisable to enable the
Company to comply with the Securities Act of 1933, as amended, and other federal
and state securities laws, in connection with the NBC Capital Corporation Salary
Reduction Thrift Plan, and to file any such documents or instruments with the
Securities and Exchange Commission, and to do and perform each and every act and
thing requisite and necessary to be done, as fully and for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or 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 of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature                              Title                                    Date
         ---------                              -----                                    ----
/s/ Lewis F. Mallory, Jr.                Chairman of the Board                       December 12, 2001
---------------------------------        and Chief Executive Officer
Lewis F. Mallory, Jr.                    (Principal Executive Officer)

/s/ Mark A. Abernathy                    President, Chief Operating                  December 12, 2001
---------------------------------        Officer and Director
Mark A. Abernathy                        (Principal Executive Officer)

/s/ Richard T. Haston                    Executive Vice President,                   December 12, 2001
---------------------------------        Chief Financial Officer and Treasurer
Richard T. Haston                        (Principal Financial Officer)

/s/ Aubrey Adair                         Chief Accounting Officer                    December 12, 2001
---------------------------------        (Principal Accounting Officer)
Aubrey Adair

/s/ David Byars                          Director                                    December 12, 2001
---------------------------------
David Byars

/s/ Robert L. Calvert, III               Director                                    December 12, 2001
---------------------------------
Robert L. Calvert, III
II-7
/s/ Robert A. Cunningham                               Director                   December 12, 2001
------------------------------------
Robert A. Cunningham

/s/ Robert S. Caldwell, Jr.                            Director                   December 12, 2001
------------------------------------
Robert S. Caldwell, Jr.

/s/ J. Nutie Dowdle                                    Director                   December 12, 2001
------------------------------------
J. Nutie Dowdle

/s/ Clifton B. Fowler                                  Director                   December 12, 2001
------------------------------------
Clifton B. Fowler

/s/ James C. Galloway, Jr.                             Director                   December 12, 2001
------------------------------------
James C. Galloway, Jr.

/s/ Hunter M. Gholson                                  Director                   December 12, 2001
------------------------------------
Hunter M. Gholson

/s/ James D. Graham                                    Director                   December 12, 2001
------------------------------------
James D. Graham

/s/ E. Frank Griffin, III                              Director                   December 12, 2001
------------------------------------
E. Frank Griffin, III

/s/ Bobby L. Harper                                    Director                   December 12, 2001
------------------------------------
Bobby L. Harper

/s/ Robert S. Jones                                    Director                   December 12, 2001
------------------------------------
Robert S. Jones

/s/ Robert D. Miller                                   Director                   December 12, 2001
------------------------------------
Robert D. Miller
II-8
/s/ Ralph E. Pogue                                   Director                   December 12, 2001
------------------------------------
Ralph E. Pogue

/s/ Thomas J. Prince, Jr.                            Director                   December 12, 2001
------------------------------------
Thomas J. Prince, Jr.

/s/ Allen B. Puckett, III                            Director                   December 12, 2001
------------------------------------
Allen B. Puckett, III

/s/ Dr. James C. Ratcliff                            Director                   December 12, 2001
------------------------------------
Dr. James C. Ratcliff

/s/ Sammy J. Smith                                   Director                   December 12, 2001
------------------------------------
Sammy J. Smith

/s/ H. Stokes Smith                                  Director                   December 12, 2001
------------------------------------
H. Stokes Smith

/s/ Henry S. Weiss                                   Director                   December 12, 2001
------------------------------------
Henry S. Weiss
II-9
EXHIBIT INDEX

         Exhibit
         Number   Document Description

          4.1*    Articles of Incorporation of NBC Capital Corporation(included
                  as Exhibit B to NBC's Definitive Proxy Statement filed with
                  the Commission on March 18, 1998, Commission File No.
                  000-12885, which Exhibit B is incorporated herein by
                  reference).

          4.2*    Bylaws of NBC Capital Corporation (included as Exhibit 3(b) to
                  NBC's Registration Statement on Form S-4A, filed with the
                  Commission on November 4, 199, Commission File No. 333-65545,
                  which Exhibit 3(b) is incorporated herein by reference).

          4.3     NBC Capital Corporation's Salary Reduction Thrift Plan

          5       Opinion of Phelps Dunbar LLP

          23.1    Consent of T. E. Lott & Company

          23.2    Consent of Phelps Dunbar LLP (included in Exhibit 5)

          24.1    Powers of Attorney (included on the signature page of this
                  Registration Statement)

          *       Incorporated herein by reference as indicated.

                                       II-10