<PAGE> 1

      As filed with the Securities and Exchange Commission on June 3, 1999
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                          --------------------------
                             SOUTHBANC SHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                                6035                     58-2361245
(State of Incorporation)  (Primary Standard Classification     (IRS Employer
                                    Code Number)             Identification No.)

                               907 N. MAIN STREET
                         ANDERSON, SOUTH CAROLINA 29621
                                 (864) 225-0241
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

                  SOUTHBANC SHARES, INC. 1998 STOCK OPTION PLAN
       SOUTHBANC SHARES, INC. MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
                      PERPETUAL BANK 1997 STOCK OPTION PLAN
                     (as assumed by SouthBanc Shares, Inc.)
                 PERPETUAL BANK 1997 MANAGEMENT RECOGNITION AND
                                DEVELOPMENT PLAN
                     (as assumed by SouthBanc Shares, Inc.)

                            (Full Title of the Plans)

      COPIES TO:
      ROBERT W. ORR                               ERIC S. KRACOV, ESQ.
      PRESIDENT AND DIRECTOR                      MULDOON, MURPHY & FAUCETTE LLP
      SOUTHBANC SHARES, INC.                      5101 WISCONSIN AVENUE, N.W.
      907 N. MAIN STREET                          WASHINGTON, D.C.  20016
      ANDERSON, SOUTH CAROLINA 29621              (202) 362-0840
      (864) 225-0241

      (Name, Address and Telephone Number of Agent for Service,
                  including Area Code)

<TABLE>
<CAPTION>
===========================================================================================================
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
     Title of Class of        Proposed Amount      Proposed Purchase   Estimated Aggregate    Amount of
 Securities to be Registered  to be Registered 1   Amount Per Share     Offering Price 2   Registration Fee
-----------------------------------------------------------------------------------------------------------
<S>                            <C>                    <C>                  <C>                  <C>
Common Stock,                  389,940 shares 3       $ 14.58 4            $ 5,685,325          $1,581
$.01 par value
-----------------------------------------------------------------------------------------------------------
Common Stock,                  131,288 shares 5       $ 21.875 6           $ 2,871,925          $  798
$.01 par value
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the SouthBanc Shares, Inc. 1998 Option Plan ("1998 Plan"),  SouthBanc Shares,
   Inc. Management  Recognition and Development Plan,  Perpetual Bank 1997 Stock
   Option Plan ("1997 Plan") and the Perpetual Bank 1997 Management  Recognition
   and  Development  as the result of a stock split,  stock  dividend or similar
   adjustment of the outstanding common stock of SouthBanc Shares, Inc. pursuant
   to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant  to 17 C.F.R. Section 230.457(h)(1), represents the total  number of
   shares  currently  reserved or available  for  issuance  upon the exercise of
   stock options pursuant to the 1998 Plan, 1997 Plan and the 1993 Plan.
(4)Weighted  average  price  determined by the average exercise price of $ 14.58
   per share at which options for 389,940 shares have been granted to date under
   the 1998 Plan and 1997 Plan.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1),  represents  the total number of
   shares issued as stock awards under the  SouthBanc  Shares,  Inc.  Management
   Recognition and Development  Plan  ("SouthBanc  MDRP") and the Perpetual Bank
   Management Recognition and Development Plan ("Perpetual MDRP").
(6)Calculated  using the  market  value of the Common  Stock on May 28,  1999 as
   determined  by the mean between the closing high bid and low asked  quotation
   on the Nasdaq  National  Market (as reported in the Wall Street  Journal) for
   131,288  stock  awards which have been  granted  under the SouthBanc MDRP and
   the Perpetual MDRP.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages 45
Exhibit Index begins on Page 6


<PAGE> 2



SOUTHBANC SHARES, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the 1998 Plan and 1997
Plan, as well as the SouthBanc MDRP and the Perpetual MDRP required by Part I of
the  registration  statement  will be sent or given to the  participants  in the
plans as  specified by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a) SouthBanc Shares, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the  consolidated   statements  of  financial   condition  of  the  Company  and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with  the  related  notes  and the  report  of  Elliot,  Davis &  Company,  LLP,
independent  auditors dated November 20, 1998 filed with the SEC on December 29,
1998 (File No. 0-23751).

         (b) The Form  10-Q  reports  filed  by the  Registrant  for the  fiscal
quarters  ended December 31, 1998 and March 31, 1999 (File No.  0-23751),  filed
with the SEC on February 16, 1999 and May 17, 1999, respectively.

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File No. 0- 23751),  as filed with the SEC,  pursuant to
Section 12(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15  promulgated  thereunder,and  as  incorporated by reference from the
Registrant's  Registration  Statement on Form S-1 (SEC No. 333-42517) as amended
and declared effective on February 4, 1998.

         (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                      2

<PAGE> 3




ITEM 4. DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

      The  consolidated  statements  of  financial  condition of the Company and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with  the  related  notes  and the  report  of  Elliot,  Davis &  Company,  LLP,
independent   certified  public   accountants,   dated  November  20,  1998,  is
incorporated by reference in this registration statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the General  Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 16 and 17 of the
Registrant's Certificate of Incorporation provide as follows:

ARTICLE XVI

                                 INDEMNIFICATION

      A. Persons.  The Corporation  shall  indemnify,  to the extent provided in
         -------
paragraphs B, D or F:

         1.    any  person  who  is  or  was  a  director  or  officer  of   the
Corporation; and

         2. any person who  serves or served at the  Corporation's  request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      B.  Extent  --  Derivative  Suits.  In case of a  threatened,  pending  or
          -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the  Corporation  shall  indemnify  such  person if such  person  satisfies  the
standard in paragraph C, for expenses  (including  attorneys' fees but excluding
amounts paid in settlement)  actually and reasonably  incurred by such person in
connection with the defense or settlement of the action or suit.

      C.  Standard --  Derivative  Suits.  In case of a  threatened,  pending or
          ------------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

         1.    such person is successful on the merits or otherwise; or

         2.    such  person acted in good faith in the transaction  which is the
subject of the suit or action,  and in a manner such person reasonably  believed
to be in, or not opposed to, the best  interest of the  Corporation,  including,

                                      3

<PAGE> 4



but not  limited to, the taking of any and all  actions in  connection  with the
Corporation's  response to any tender  offer or any offer or proposal of another
party to engage in a  Business  Combination  (as  defined  in  Article  XIV) not
approved  by  the  board  of  directors.  However,  such  person  shall  not  be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought  shall  determine,  upon  application,  that
despite the  adjudication but in view of all the  circumstances,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

      D. Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph  E, for amounts  actually  and  reasonably  incurred by such person in
connection with the defense or settlement of the nonderivative suit,  including,
but not limited to (i) expenses  (including  attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

      E. Standard --  Nonderivative  Suits. In case of a  nonderivative  suit, a
         ---------------------------------
person named in paragraph A shall be indemnified only if:

         1.    such person is successful on the merits or otherwise; or

         2.    such person acted in good faith in the  transaction  which is the
subject  of the  nonderivative  suit  and in a  manner  such  person  reasonably
believed  to be in, or not opposed to, the best  interests  of the  Corporation,
including,  but not limited to, the taking of any and all actions in  connection
with the Corporation's  response to any tender offer or any offer or proposal of
another party to engage in a Business  Combination (as defined in Article XIV of
this  Certificate)  not approved by the board of directors  and, with respect to
any  criminal  action or  proceeding,  such  person had no  reasonable  cause to
believe his conduct was unlawful.  The  termination of a  nonderivative  suit by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
                                                              ---------------
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

      F.  Determination  That  Standard Has Been Met. A  determination  that the
          ------------------------------------------
standard  of  paragraph  C or E has been  satisfied  may be made by a court  or,
except as stated in paragraph C.2 (second  sentence),  the  determination may be
made by:

         1.    a majority vote of the directors  of  the Corporation who are not
parties to the action, suit or proceeding, even though less than a quorum; or

         2.  independent   legal  counsel   (appointed  by  a  majority  of  the
disinterested  directors  of the  Corporation,  whether  or not a  quorum)  in a
written opinion; or

         3.    the stockholders of the Corporation.

      G.  Proration.  Anyone  making  a  determination  under  paragraph  F  may
          ---------
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.  Advance  Payment.  The  Corporation  may pay in advance  any  expenses
          ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A through G if (i) the board of  directors  authorizes  the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is  ultimately  determined  that such  person is not  entitled to
indemnification by the Corporation under paragraphs A through G.


                                      4

<PAGE> 5



      I. Nonexclusive.  The  indemnification and advance of expenses provided by
         ------------
paragraphs  A through H shall not be  exclusive  of any other  rights to which a
person  may be  entitled  by law,  bylaw,  agreement,  vote of  stockholders  or
disinterested directors, or otherwise.

      J. Continuation. The indemnification provided by this Article XVI shall be
         ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder,  and any repeal or modification of this Article XVI
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in  paragraph  A  and  shall  inure  to  such  person's  heirs,   executors  and
administrators.

      K.  Insurance.  The  Corporation  may purchase  and maintain  insurance on
          ---------
behalf  of any  director,  officer,  employee  or  agent of the  Corporation  or
subsidiary  or affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise,  against any liability incurred by such person in any
such position,  or arising out of such person's  status as such,  whether or not
the Corporation would have power to indemnify such person against such liability
under paragraphs A through H.

      L.  Savings  Clause.  If this  Article XVI or any portion  hereof shall be
          ---------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

                                  ARTICLE XVII

                       ELIMINATION OF DIRECTORS' LIABILITY

      A  director  of the  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its  stockholders,  (ii) for acts or omissions not made in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under  Section 174 of the  General  Corporation  Law of the State of
Delaware,  or (iv) for any transaction from which a director derived an improper
personal  benefit.  If the General  Corporation  Law of the State of Delaware is
amended  after the date of filing of this  Certificate  to further  eliminate or
limit the personal  liability of directors,  then the liability of a director of
the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the General Corporation Law of the State of Delaware, as so amended.

      Any repeal or modification of the foregoing  paragraph by the stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.



                                      5

<PAGE> 6




ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

        3.1       Certificate of Incorporation of SouthBanc Shares, Inc.1
        3.2       Bylaws of SouthBanc Shares, Inc.1
        4.1       SouthBanc Shares, Inc. 1998 Stock Option Plan
        4.2       SouthBanc Shares, Inc. Management Recognition and Development
                  Plan
        4.3       Perpetual Bank 1997 Stock Option Plan
        4.4       Perpetual Bank 1997 Management Recognition and Development
                  Plan
        5.0       Opinion of Muldoon,  Murphy & Faucette  LLP as to the legality
                  of the Common Stock registered hereby.
       23.1       Consent of Muldoon, Murphy & Faucette LLP (contained in the
                  opinion included as Exhibit 5)
       23.2       Consent of Elliot, Davis & Company, LLP
       24         Powers of Attorney (contained on the signature pages).
-----------------------
      1  Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively,  contained in the Registration Statement on Form S-1 (SEC
         No. 333-42517), as filed with the SEC.

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  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  this   registration
         statement:

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

         (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; 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.

      (2)That, for the purpose of determining any liability under the Securities
         Act of 1933, 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; and


                                      6

<PAGE> 7



      (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.

      (4)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 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.


                                      7

<PAGE> 8



                                   SIGNATURES

    THE REGISTRANT.

    Pursuant to the  requirements  of the  Securities  Act of 1933,  as amended,
SouthBanc Shares,  Inc. 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 Anderson,  State of South Carolina,  on June 2,
1999.

                                      SouthBanc Shares, Inc.

                                      By:/s/ Robert W.  "Lujack" Orr
                                         ---------------------------------------
                                         Robert W. "Lujack" Orr
                                         President and Chief Executive Officer


    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr. Orr)  constitutes  and appoints Robert W. "Lujack" Orr and
Mr. Orr hereby constitutes and appoints Harold A. Pickens,  Jr., as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                           Date
    ----                            -----                           ----

 /s/ Robert W. "Lujack" Orr   President and Chief Executive     June 2, 1999
----------------------------  Officer
Robert W. "Lujack" Orr



/s/ Thomas C. Hall            Treasurer and Chief Financial     June 2, 1999
------------------            Officer (principal accounting
Thomas C. Hall                officer)




/s/ Harold A. Pickens, Jr.    Chairman of the Board             June 2, 1999
--------------------------
Harold A. Pickens, Jr.



/s/ Jack F. McIntosh          Director                          June 2, 1999
--------------------
Jack F. McIntosh



<PAGE> 9



/s/ Charles W. Fant, Jr.      Director                          June 2, 1999
------------------------
Charles W. Fant, Jr.



/s/ Cordes G. Seabrook, Jr.   Director                          June 2, 1999
---------------------------
Cordes G. Seabrook, Jr.



/s/ Richard C. Ballenger      Director                          June 2, 1999
------------------------
Richard C. Ballenger



/s/ F. Stevon Kay             Director                          June 2, 1999
-----------------
F. Stevon Kay



/s/ Jim Gray Watson           Director                          June 2, 1999
-------------------
Jim Gray Watson



 /s/ Martha S. Clamp          Director                          June 2, 1999
--------------------
Martha S. Clamp
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28678}]
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1

      As filed with the Securities and Exchange Commission on June 3, 1999
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                          --------------------------
                             SOUTHBANC SHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                                6035                     58-2361245
(State of Incorporation)  (Primary Standard Classification     (IRS Employer
                                    Code Number)             Identification No.)

                               907 N. MAIN STREET
                         ANDERSON, SOUTH CAROLINA 29621
                                 (864) 225-0241
   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

                  SOUTHBANC SHARES, INC. 1998 STOCK OPTION PLAN
       SOUTHBANC SHARES, INC. MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
                      PERPETUAL BANK 1997 STOCK OPTION PLAN
                     (as assumed by SouthBanc Shares, Inc.)
                 PERPETUAL BANK 1997 MANAGEMENT RECOGNITION AND
                                DEVELOPMENT PLAN
                     (as assumed by SouthBanc Shares, Inc.)

                            (Full Title of the Plans)

      COPIES TO:
      ROBERT W. ORR                               ERIC S. KRACOV, ESQ.
      PRESIDENT AND DIRECTOR                      MULDOON, MURPHY & FAUCETTE LLP
      SOUTHBANC SHARES, INC.                      5101 WISCONSIN AVENUE, N.W.
      907 N. MAIN STREET                          WASHINGTON, D.C.  20016
      ANDERSON, SOUTH CAROLINA 29621              (202) 362-0840
      (864) 225-0241

      (Name, Address and Telephone Number of Agent for Service,
                  including Area Code)
===========================================================================================================
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
     Title of Class of        Proposed Amount      Proposed Purchase   Estimated Aggregate    Amount of
 Securities to be Registered  to be Registered 1   Amount Per Share     Offering Price 2   Registration Fee
-----------------------------------------------------------------------------------------------------------
Common Stock,                  389,940 shares 3       $ 14.58 4            $ 5,685,325          $1,581
$.01 par value
-----------------------------------------------------------------------------------------------------------
Common Stock,                  131,288 shares 5       $ 21.875 6           $ 2,871,925          $  798
$.01 par value
-----------------------------------------------------------------------------------------------------------
(1)Together  with an  indeterminate  number of  additional  shares  which may be
   necessary to adjust the number of shares  reserved  for issuance  pursuant to
   the SouthBanc Shares, Inc. 1998 Option Plan ("1998 Plan"),  SouthBanc Shares,
   Inc. Management  Recognition and Development Plan,  Perpetual Bank 1997 Stock
   Option Plan ("1997 Plan") and the Perpetual Bank 1997 Management  Recognition
   and  Development  as the result of a stock split,  stock  dividend or similar
   adjustment of the outstanding common stock of SouthBanc Shares, Inc. pursuant
   to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant  to 17 C.F.R. Section 230.457(h)(1), represents the total  number of
   shares  currently  reserved or available  for  issuance  upon the exercise of
   stock options pursuant to the 1998 Plan, 1997 Plan and the 1993 Plan.
(4)Weighted  average  price  determined by the average exercise price of $ 14.58
   per share at which options for 389,940 shares have been granted to date under
   the 1998 Plan and 1997 Plan.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1),  represents  the total number of
   shares issued as stock awards under the  SouthBanc  Shares,  Inc.  Management
   Recognition and Development  Plan  ("SouthBanc  MDRP") and the Perpetual Bank
   Management Recognition and Development Plan ("Perpetual MDRP").
(6)Calculated  using the  market  value of the Common  Stock on May 28,  1999 as
   determined  by the mean between the closing high bid and low asked  quotation
   on the Nasdaq  National  Market (as reported in the Wall Street  Journal) for
   131,288  stock  awards which have been  granted  under the SouthBanc MDRP and
   the Perpetual MDRP.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages 45
Exhibit Index begins on Page 6
2

SOUTHBANC SHARES, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the 1998 Plan and 1997
Plan, as well as the SouthBanc MDRP and the Perpetual MDRP required by Part I of
the  registration  statement  will be sent or given to the  participants  in the
plans as  specified by Rule  428(b)(1).  Such  documents  are not filed with the
Securities  and  Exchange  Commission  (the  "SEC")  either  as a part  of  this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a) SouthBanc Shares, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the  consolidated   statements  of  financial   condition  of  the  Company  and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with  the  related  notes  and the  report  of  Elliot,  Davis &  Company,  LLP,
independent  auditors dated November 20, 1998 filed with the SEC on December 29,
1998 (File No. 0-23751).

         (b) The Form  10-Q  reports  filed  by the  Registrant  for the  fiscal
quarters  ended December 31, 1998 and March 31, 1999 (File No.  0-23751),  filed
with the SEC on February 16, 1999 and May 17, 1999, respectively.

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File No. 0- 23751),  as filed with the SEC,  pursuant to
Section 12(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15  promulgated  thereunder,and  as  incorporated by reference from the
Registrant's  Registration  Statement on Form S-1 (SEC No. 333-42517) as amended
and declared effective on February 4, 1998.

         (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                      2
3

ITEM 4. DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

      The  consolidated  statements  of  financial  condition of the Company and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with  the  related  notes  and the  report  of  Elliot,  Davis &  Company,  LLP,
independent   certified  public   accountants,   dated  November  20,  1998,  is
incorporated by reference in this registration statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the General  Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 16 and 17 of the
Registrant's Certificate of Incorporation provide as follows:

ARTICLE XVI

                                 INDEMNIFICATION

      A. Persons.  The Corporation  shall  indemnify,  to the extent provided in
         -------
paragraphs B, D or F:

         1.    any  person  who  is  or  was  a  director  or  officer  of   the
Corporation; and

         2. any person who  serves or served at the  Corporation's  request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      B.  Extent  --  Derivative  Suits.  In case of a  threatened,  pending  or
          -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the  Corporation  shall  indemnify  such  person if such  person  satisfies  the
standard in paragraph C, for expenses  (including  attorneys' fees but excluding
amounts paid in settlement)  actually and reasonably  incurred by such person in
connection with the defense or settlement of the action or suit.

      C.  Standard --  Derivative  Suits.  In case of a  threatened,  pending or
          ------------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

         1.    such person is successful on the merits or otherwise; or

         2.    such  person acted in good faith in the transaction  which is the
subject of the suit or action,  and in a manner such person reasonably  believed
to be in, or not opposed to, the best  interest of the  Corporation,  including,

                                      3
4

but not  limited to, the taking of any and all  actions in  connection  with the
Corporation's  response to any tender  offer or any offer or proposal of another
party to engage in a  Business  Combination  (as  defined  in  Article  XIV) not
approved  by  the  board  of  directors.  However,  such  person  shall  not  be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought  shall  determine,  upon  application,  that
despite the  adjudication but in view of all the  circumstances,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

      D. Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph  E, for amounts  actually  and  reasonably  incurred by such person in
connection with the defense or settlement of the nonderivative suit,  including,
but not limited to (i) expenses  (including  attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

      E. Standard --  Nonderivative  Suits. In case of a  nonderivative  suit, a
         ---------------------------------
person named in paragraph A shall be indemnified only if:

         1.    such person is successful on the merits or otherwise; or

         2.    such person acted in good faith in the  transaction  which is the
subject  of the  nonderivative  suit  and in a  manner  such  person  reasonably
believed  to be in, or not opposed to, the best  interests  of the  Corporation,
including,  but not limited to, the taking of any and all actions in  connection
with the Corporation's  response to any tender offer or any offer or proposal of
another party to engage in a Business  Combination (as defined in Article XIV of
this  Certificate)  not approved by the board of directors  and, with respect to
any  criminal  action or  proceeding,  such  person had no  reasonable  cause to
believe his conduct was unlawful.  The  termination of a  nonderivative  suit by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
                                                              ---------------
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

      F.  Determination  That  Standard Has Been Met. A  determination  that the
          ------------------------------------------
standard  of  paragraph  C or E has been  satisfied  may be made by a court  or,
except as stated in paragraph C.2 (second  sentence),  the  determination may be
made by:

         1.    a majority vote of the directors  of  the Corporation who are not
parties to the action, suit or proceeding, even though less than a quorum; or

         2.  independent   legal  counsel   (appointed  by  a  majority  of  the
disinterested  directors  of the  Corporation,  whether  or not a  quorum)  in a
written opinion; or

         3.    the stockholders of the Corporation.

      G.  Proration.  Anyone  making  a  determination  under  paragraph  F  may
          ---------
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.  Advance  Payment.  The  Corporation  may pay in advance  any  expenses
          ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A through G if (i) the board of  directors  authorizes  the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is  ultimately  determined  that such  person is not  entitled to
indemnification by the Corporation under paragraphs A through G.

                                      4
5

      I. Nonexclusive.  The  indemnification and advance of expenses provided by
         ------------
paragraphs  A through H shall not be  exclusive  of any other  rights to which a
person  may be  entitled  by law,  bylaw,  agreement,  vote of  stockholders  or
disinterested directors, or otherwise.

      J. Continuation. The indemnification provided by this Article XVI shall be
         ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder,  and any repeal or modification of this Article XVI
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in  paragraph  A  and  shall  inure  to  such  person's  heirs,   executors  and
administrators.

      K.  Insurance.  The  Corporation  may purchase  and maintain  insurance on
          ---------
behalf  of any  director,  officer,  employee  or  agent of the  Corporation  or
subsidiary  or affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise,  against any liability incurred by such person in any
such position,  or arising out of such person's  status as such,  whether or not
the Corporation would have power to indemnify such person against such liability
under paragraphs A through H.

      L.  Savings  Clause.  If this  Article XVI or any portion  hereof shall be
          ---------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

                                  ARTICLE XVII

                       ELIMINATION OF DIRECTORS' LIABILITY

      A  director  of the  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its  stockholders,  (ii) for acts or omissions not made in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under  Section 174 of the  General  Corporation  Law of the State of
Delaware,  or (iv) for any transaction from which a director derived an improper
personal  benefit.  If the General  Corporation  Law of the State of Delaware is
amended  after the date of filing of this  Certificate  to further  eliminate or
limit the personal  liability of directors,  then the liability of a director of
the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the General Corporation Law of the State of Delaware, as so amended.

      Any repeal or modification of the foregoing  paragraph by the stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

                                      5
6

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

        3.1       Certificate of Incorporation of SouthBanc Shares, Inc.1
        3.2       Bylaws of SouthBanc Shares, Inc.1
        4.1       SouthBanc Shares, Inc. 1998 Stock Option Plan
        4.2       SouthBanc Shares, Inc. Management Recognition and Development
                  Plan
        4.3       Perpetual Bank 1997 Stock Option Plan
        4.4       Perpetual Bank 1997 Management Recognition and Development
                  Plan
        5.0       Opinion of Muldoon,  Murphy & Faucette  LLP as to the legality
                  of the Common Stock registered hereby.
       23.1       Consent of Muldoon, Murphy & Faucette LLP (contained in the
                  opinion included as Exhibit 5)
       23.2       Consent of Elliot, Davis & Company, LLP
       24         Powers of Attorney (contained on the signature pages).
-----------------------
      1  Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively,  contained in the Registration Statement on Form S-1 (SEC
         No. 333-42517), as filed with the SEC.

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  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  this   registration
         statement:

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

         (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; 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.

      (2)That, for the purpose of determining any liability under the Securities
         Act of 1933, 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; and

                                      6
7

      (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.

      (4)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 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.

                                      7
8

                                   SIGNATURES

    THE REGISTRANT.

    Pursuant to the  requirements  of the  Securities  Act of 1933,  as amended,
SouthBanc Shares,  Inc. 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 Anderson,  State of South Carolina,  on June 2,
1999.

                                      SouthBanc Shares, Inc.

                                      By:/s/ Robert W.  "Lujack" Orr
                                         ---------------------------------------
                                         Robert W. "Lujack" Orr
                                         President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr. Orr)  constitutes  and appoints Robert W. "Lujack" Orr and
Mr. Orr hereby constitutes and appoints Harold A. Pickens,  Jr., as the true and
lawful   attorney-in-fact   and  agent  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                           Date
    ----                            -----                           ----

 /s/ Robert W. "Lujack" Orr   President and Chief Executive     June 2, 1999
----------------------------  Officer
Robert W. "Lujack" Orr

/s/ Thomas C. Hall            Treasurer and Chief Financial     June 2, 1999
------------------            Officer (principal accounting
Thomas C. Hall                officer)

/s/ Harold A. Pickens, Jr.    Chairman of the Board             June 2, 1999
--------------------------
Harold A. Pickens, Jr.

/s/ Jack F. McIntosh          Director                          June 2, 1999
--------------------
Jack F. McIntosh
9

/s/ Charles W. Fant, Jr.      Director                          June 2, 1999
------------------------
Charles W. Fant, Jr.

/s/ Cordes G. Seabrook, Jr.   Director                          June 2, 1999
---------------------------
Cordes G. Seabrook, Jr.

/s/ Richard C. Ballenger      Director                          June 2, 1999
------------------------
Richard C. Ballenger

/s/ F. Stevon Kay             Director                          June 2, 1999
-----------------
F. Stevon Kay

/s/ Jim Gray Watson           Director                          June 2, 1999
-------------------
Jim Gray Watson

 /s/ Martha S. Clamp          Director                          June 2, 1999
--------------------
Martha S. Clamp