FIRST BANKSHARES INC /GA/
15-12G, 1997-06-03
STATE COMMERCIAL BANKS
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 15


Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934


                        Commission File Number 0-26174

                            First Bankshares, Inc.
            (Exact name of registrant as specified in its charter)


                           600 South Central Avenue
                           Hapeville, Georgia 30354
                                (404) 763-6720

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
                                      
                   Common Stock, par value $1.00 per share
           (Title of each class of securities covered by this Form)
                                      

- --------------------------------------------------------------------------------
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)


        Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)    /x/        Rule 12h-3(b)(1)(ii)     / /
     Rule 12g-4(a)(1)(ii)   / /        Rule 12h-3(b)(2)(i)      / /
     Rule 12g-4(a)(2)(i)    / /        Rule 12h-3(b)(2)(ii)     / /
     Rule 12g-4(a)(2)(ii)   / /        Rule 15d-6               / /
     Rule 12h-3(b)(1)(i)    / /        
                               
        Approximate number of holders of record as of the certification or
notice date:  
            
None, following consummation of the merger of First Bankshares, Inc. with and
into Regions Financial Corporation.

        Pursuant to the requirements of the Securities Exchange Act of 1934,
Regions Financial Corporation, successor by merger to First Bankshares, Inc., 
has caused this certification/notice to be signed on its behalf by the 
undersigned duly authorized person.
                                  

Dated: June 2, 1997         By: /s/ Robert P. Houston
                                    Executive Vice President and Comptroller,
                                    Regions Financial Corporation, successor
                                    by merger to First Bankshares, Inc.

Instruction:  This form is required by Rules 12g-4, 12h-3, and 15d-6 of the
General Rules and Regulations under the Securities Act of 1934. The registrant
shall file with the Commission three copies of Form 15, one of which shall be
manually signed. It may be signed by an officer of the registrant, by counsel
or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.
                                            


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