<PAGE>

    As filed with the Securities and Exchange Commission on August 8, 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
                   2001 LONG-TERM INCENTIVE COMPENSATION 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                 REGISTERED(1)            SHARE(2)              PRICE(2)          REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                   <C>                  <C>
Common Stock, par value $1.00 per
 share                                       235,000                $30.52              $7,172,200               $1,793.05
==============================================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of
    common stock which become issuable under the 2001 Long-Term Incentive
    Compensation 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 of 1933, as amended (the "Securities Act").

(2) 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 August 6, 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") and 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 Report on Form 10-Q (Commission File No. 001-15773) for
the quarter ended March 31, 2001, filed with the Commission on May 14, 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) 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; and

     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 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.

                                     II-1
<PAGE>

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

                                     II-2
<PAGE>

  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     NBC Capital Corporation's 2001 Long-Term Incentive Compensation Plan

     4.1   Form of Notice and Acceptance of Grant of Nonqualified Stock Option

     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)

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 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.

                                     II-4
<PAGE>

          (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 13th day of
June, 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 June 13, 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

                                     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, and 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 and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the 2001 Long-Term Incentive
Compensation Plan Registration Statement on Form S-8 and all documents in
connection therewith and all instruments necessary, appropriate or advisable to
enable NBC Capital Corporation to comply with the Securities Act of 1933 and
other federal and state securities laws in connection with the registration
statement,  and any and all amendments thereto (including pre- and post-
effective amendments) or any registration statement for the same offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits and schedules thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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 1993, 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 and              June 13, 2001
-------------------------   Chief Executive Officer
Lewis F. Mallory, Jr.       (Principal Executive Officer)



/s/ Mark A. Abernathy       President, Chief Operating             June 13, 2001
-------------------------   Officer and Director
Mark A. Abernathy           (Principal Executive Officer)



/s/ Richard T. Haston       Executive Vice President,              June 13, 2001
-------------------------   Chief Financial Officer and Treasurer
Richard T. Haston           (Principal Financial Officer)



/s/ Aubrey Adair            Chief Accounting Officer               June 13, 2001
-------------------------   (Principal Accounting Officer)
Aubrey Adair

                                     II-7
<PAGE>

/s/ David Byars                 Director             June 13, 2001
---------------------------
David Byars


/s/ Robert L. Calvert, III      Director             June 13, 2001
---------------------------
Robert L. Calvert, III


/s/ Robert A. Cunningham        Director             June 13, 2001
---------------------------
Robert A. Cunningham


/s/ Robert S. Caldwell, Jr.     Director             June 13, 2001
---------------------------
Robert S. Caldwell, Jr.


/s/ J. Nutie Dowdle             Director             June 13, 2001
---------------------------
J. Nutie Dowdle


/s/ Clifton B. Fowler           Director             June 13, 2001
---------------------------
Clifton B. Fowler


/s/ James C. Galloway, Jr.      Director             June 13, 2001
---------------------------
James C. Galloway, Jr.


/s/ Hunter M. Gholson           Director             June 13, 2001
---------------------------
Hunter M. Gholson


/s/ E. Frank Griffin, III       Director             June 13, 2001
---------------------------
E. Frank Griffin, III


                                Director             June __, 2001
---------------------------
Bobby L. Harper


/s/ Robert S. Jones             Director             June 13, 2001
---------------------------
Robert S. Jones

                                     II-8
<PAGE>

/s/ Robert D. Miller            Director            June 13, 2001
--------------------------
Robert D. Miller


/s/ Ralph E. Pogue              Director            June 13, 2001
--------------------------
Ralph E. Pogue


/s/ Thomas J. Prince, Jr.       Director            June 13, 2001
--------------------------
Thomas J. Prince, Jr.


/s/ Allen B. Puckett, III       Director            June 13, 2001
--------------------------
Allen B. Puckett, III


/s/ Dr. James C. Ratcliff       Director            June 13, 2001
--------------------------
Dr. James C. Ratcliff


/s/ Sammy J. Smith              Director            June 13, 2001
--------------------------
Sammy J. Smith


/s/ H. Stokes Smith             Director            June 13, 2001
--------------------------
H. Stokes Smith


/s/ Henry S. Weiss              Director            June 13, 2001
--------------------------
Henry S. Weiss

                                     II-9
<PAGE>

                                 EXHIBIT INDEX

  EXHIBIT
  NUMBER   DOCUMENT DESCRIPTION

     4     NBC Capital Corporation's 2001 Long-Term Incentive Compensation Plan

     4.1   Form of Notice and Acceptance of Grant of Nonqualified Stock Option

     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)

                                     II-10
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23783}]
{"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": "333-67098", "film-number": "1701182"}, "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 August 8, 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
                   2001 LONG-TERM INCENTIVE COMPENSATION 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                 REGISTERED(1)            SHARE(2)              PRICE(2)          REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per
 share                                       235,000                $30.52              $7,172,200               $1,793.05
==============================================================================================================================
(1) This Registration Statement shall also cover any additional shares of
    common stock which become issuable under the 2001 Long-Term Incentive
    Compensation 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 of 1933, as amended (the "Securities Act").

(2) 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 August 6, 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") and 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 Report on Form 10-Q (Commission File No. 001-15773) for
the quarter ended March 31, 2001, filed with the Commission on May 14, 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) 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; and

     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 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.

                                     II-1
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 obligatory indemnification
for directors in its Articles of Incorporation for all acts other than those
outlined above.

                                     II-2
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     NBC Capital Corporation's 2001 Long-Term Incentive Compensation Plan

     4.1   Form of Notice and Acceptance of Grant of Nonqualified Stock Option

     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)

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 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.

                                     II-4
(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 13th day of
June, 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 June 13, 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

                                     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, and 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 and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the 2001 Long-Term Incentive
Compensation Plan Registration Statement on Form S-8 and all documents in
connection therewith and all instruments necessary, appropriate or advisable to
enable NBC Capital Corporation to comply with the Securities Act of 1933 and
other federal and state securities laws in connection with the registration
statement,  and any and all amendments thereto (including pre- and post-
effective amendments) or any registration statement for the same offering that
is to be effective upon filing pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, and to file the same, with exhibits and schedules thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
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 1993, 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 and              June 13, 2001
-------------------------   Chief Executive Officer
Lewis F. Mallory, Jr.       (Principal Executive Officer)

/s/ Mark A. Abernathy       President, Chief Operating             June 13, 2001
-------------------------   Officer and Director
Mark A. Abernathy           (Principal Executive Officer)

/s/ Richard T. Haston       Executive Vice President,              June 13, 2001
-------------------------   Chief Financial Officer and Treasurer
Richard T. Haston           (Principal Financial Officer)

/s/ Aubrey Adair            Chief Accounting Officer               June 13, 2001
-------------------------   (Principal Accounting Officer)
Aubrey Adair

                                     II-7
/s/ David Byars                 Director             June 13, 2001
---------------------------
David Byars

/s/ Robert L. Calvert, III      Director             June 13, 2001
---------------------------
Robert L. Calvert, III

/s/ Robert A. Cunningham        Director             June 13, 2001
---------------------------
Robert A. Cunningham

/s/ Robert S. Caldwell, Jr.     Director             June 13, 2001
---------------------------
Robert S. Caldwell, Jr.

/s/ J. Nutie Dowdle             Director             June 13, 2001
---------------------------
J. Nutie Dowdle

/s/ Clifton B. Fowler           Director             June 13, 2001
---------------------------
Clifton B. Fowler

/s/ James C. Galloway, Jr.      Director             June 13, 2001
---------------------------
James C. Galloway, Jr.

/s/ Hunter M. Gholson           Director             June 13, 2001
---------------------------
Hunter M. Gholson

/s/ E. Frank Griffin, III       Director             June 13, 2001
---------------------------
E. Frank Griffin, III

                                Director             June __, 2001
---------------------------
Bobby L. Harper

/s/ Robert S. Jones             Director             June 13, 2001
---------------------------
Robert S. Jones

                                     II-8
/s/ Robert D. Miller            Director            June 13, 2001
--------------------------
Robert D. Miller

/s/ Ralph E. Pogue              Director            June 13, 2001
--------------------------
Ralph E. Pogue

/s/ Thomas J. Prince, Jr.       Director            June 13, 2001
--------------------------
Thomas J. Prince, Jr.

/s/ Allen B. Puckett, III       Director            June 13, 2001
--------------------------
Allen B. Puckett, III

/s/ Dr. James C. Ratcliff       Director            June 13, 2001
--------------------------
Dr. James C. Ratcliff

/s/ Sammy J. Smith              Director            June 13, 2001
--------------------------
Sammy J. Smith

/s/ H. Stokes Smith             Director            June 13, 2001
--------------------------
H. Stokes Smith

/s/ Henry S. Weiss              Director            June 13, 2001
--------------------------
Henry S. Weiss

                                     II-9
EXHIBIT INDEX

  EXHIBIT
  NUMBER   DOCUMENT DESCRIPTION

     4     NBC Capital Corporation's 2001 Long-Term Incentive Compensation Plan

     4.1   Form of Notice and Acceptance of Grant of Nonqualified Stock Option

     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)

                                     II-10