CAVALRY BANCORP INC
8-A12G, 1998-01-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                                FORM 8-A


            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) or (g) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


                          Cavalry Bancorp, Inc.
                          ---------------------
         (Exact name of registrant as specified in its charter)


      Tennessee                                      62-1721072
- -----------------------                           ------------------
(State of incorporation                           (I.R.S. Employer
 or organization)                                 Identification Number)

114 West College Street, Murfreesboro, Tennessee         37130   
- ------------------------------------------------      ----------
(Address of principal executive offices)              (Zip Code)


If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check
the following box [ ].

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box [ ].

Securities to be registered pursuant to Section 12(b) of the Act:

                             Not applicable
                             --------------
                            (Title of Class)

                             Not applicable
                             --------------
          (Name of Exchange on Which Class is to be Registered)


Securities to be registered pursuant to Section 12(g) of the Act:

                  Common stock, no par value per share
                  ------------------------------------
                            (Title of Class)

<PAGE>

<PAGE>
Item 1.  Description of Registrant's Securities to be Registered.
- -----------------------------------------------------------------

    The following information is provided pursuant to Item 202 of Regulation
S-K.

    (a)    Capital Stock.

           (1)  The title of the class of securities to be registered is
common stock, no par value per share.

    For the information required by this Item with respect to the
characteristics of the Common Stock to be registered, reference is hereby made
to the material under the captions "PROSPECTUS SUMMARY -- Market for Common
Stock," "PROSPECTUS SUMMARY -- Dividend Policy," "USE OF PROCEEDS," "DIVIDEND
POLICY," "MARKET FOR COMMON STOCK," "REGULATION -- Federal Regulation of the
Bank -- Limitations on Capital Distributions," "THE CONVERSION -- Effects of
Conversion to Stock Form on Depositors and Borrowers of the Bank -- Voting
Rights," "THE CONVERSION -- Effects of Conversion to Stock Form on Depositors
and Borrowers of the Bank -- Tax Effects,"  "RESTRICTIONS ON ACQUISITION OF
THE HOLDING COMPANY," and "DESCRIPTION OF CAPITAL STOCK OF THE HOLDING
COMPANY" contained in the Registration Statement on Form S-1, filed on
November 12, 1997, and subsequently amended (Registration No. 333-40057)
("Registration Statement"), and incorporated herein by reference.

           (2)  Provisions with respect to modification of rights of
stockholders otherwise than by a vote of a majority or more of the shares of
Common Stock outstanding, voting as a class:

           Not Applicable.

           (3)  Provisions with respect to preferred stock:

           Not Applicable. 

           (4)  Provisions with respect to whether the rights evidenced by, or
amounts payable with respect to, the shares to be registered are, or may be,
materially limited or qualified by the rights of any other authorized class of
securities, including information regarding such other securities as will
enable investors to understand such limitations or qualifications:

           Not Applicable.

           (5)  For information required by this item, the material under the
caption "RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY" contained in the
Registration Statement on Form S-1, and amendments thereto, is incorporated
herein by reference.

<PAGE>

<PAGE>
    (b)  Debt securities.
         ----------------

           Not Applicable.

    (c)  Warrants and rights.
         --------------------

           Not Applicable.

    (d)  Other securities.
         -----------------

           Not Applicable.

    (e)  Market information for securities other than common equity.
         ----------------------------------------------------------- 

           Not Applicable.

    (f)  American Depositary Receipts.
         -----------------------------  
           Not Applicable.

Item 2.  Exhibits.
- ------------------

       1        Specimen Common Stock Certificate of Registrant (incorporated  
                by reference to Exhibit 4 to the Registrant's Registration     
                Statement on Form S-1 File No. 333-40057)

       2(a)     Charter of Registrant (incorporated by reference to Exhibit    
                3.1 to the Registrant's Registration Statement on Form S-1     
                File No. 333-40057)

       2(b)     Bylaws of Registrant (incorporated by reference to Exhibit 3.2 
                to the Registrant's Registration Statement on Form S-1 File    
                No. 333-40057)



<PAGE>
<PAGE>
                               SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                      CAVALRY BANCORP, INC.



                               By:    Ed C. Loughry, Jr.
                                      -------------------------------------
                                      Ed C. Loughry, Jr.
                                      President and Chief Executive Officer


Date:  January 9, 1998


<PAGE>



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