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              [LETTERHEAD OF PHELPS DUNBAR, L.L.P. APPEARS HERE]
                                        
                                                                     EXHIBIT 8.1

                               January ___, 1997



Pontotoc BancShares Corp.
19 South Main Street
Pontotoc, Mississippi  38863

First National Bank of Pontotoc
19 South Main Street
Pontotoc, Mississippi  38863

     Re:  First Interim National Bank of Pontotoc -
          Acquisition of First National Bank of Pontotoc

Ladies and Gentlemen:

     We have acted as special tax counsel to Pontotoc BancShares Corp. ("Holding
Company") and First National Bank of Pontotoc ("Bank") in connection with the
transaction described below.  In that regard, we have been requested to issue
our opinion as to certain matters included in the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (the "Commission") on
January ____, 1997, (the "Registration Statement"), under the caption entitled
"Certain Federal Income Tax Consequences."

     In connection with the foregoing, we have examined and are relying upon the
following documents:  (1) the Plan of Reorganization and Agreement of Merger
between Holding Company, First Interim National Bank of Pontotoc ("Interim") and
Bank dated as of December ____, 1996 (the "Plan"); (2) the Application to Merger
filed by Interim and Bank with the Office of the Comptroller of the Currency
(the "Application"); (3) the Registration Statement; (4) the Articles of
Incorporation of Holding Company; (5) the Bylaws of Holding Company; (6) the
Articles of Association of Interim; (7) the Bylaws of Interim; and (8) the
Articles of Association of Bank.  All references to capitalized terms, unless
otherwise indicated, shall have the same meaning as such terms have in the
Registration Statement.
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Pontotoc BancShares Corp. and
First National Bank of Pontotoc
January __, 1997
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     We have made such legal and factual examinations and inquiries as we have
deemed advisable and necessary for the purpose of rendering this opinion.  We
have examined originals or copies of documents, corporate records and other
writings which we consider relevant for the purposes of this opinion.  We also
have discussed such matters as we have deemed relevant to this opinion with
certain officers, directors and shareholders of Holding Company, Interim, and
Bank and, with respect to certain factual matters involving Bank and its
shareholders, we have relied on certificates of officers, directors and
shareholders of Bank.

     The Boards of Directors of Holding Company and Bank have determined that it
is desirable and in the best interest of Holding Company and Bank that Bank
merge into Interim and become a wholly-owned subsidiary of Holding Company.  The
Plan provides that i) Bank will merge into Interim in accordance with the laws
of the United States of America (the "Merger"), and ii) after the Merger,
Interim will remain a wholly-owned subsidiary of Holding Company.

     On the effective date of the Merger, each outstanding share of common stock
of Bank ("Bank Common Stock"), $10.00 par value, will be converted into ten
shares of common stock, no par value per share, of Holding Company ("Holding
Company Common Stock").

     The opinions contained herein are based upon the representations and
statements contained in the aforementioned documents and are limited in all
respects to matters of Federal income tax law.  In rendering our opinion, we
have assumed, with the approval of the Boards of Directors of Holding Company
and Bank, the following:

          (a) The due execution of the Plan, the due execution and proper filing
     of the Application and the enforceability, in accordance with its terms, of
     the Plan and the effectiveness, in accordance with its terms, of the
     Application.

          (b) The fair market value of the Holding Company Common Stock and
     other consideration received by each Bank shareholder will be approximately
     equal to the fair market value of the Bank Common Stock surrendered in the
     exchange.

          (c) There is no plan or intention by the shareholders of Bank who own
     one percent or more of the Bank Common Stock, and to the best of the
     knowledge of the management of Bank, there is no plan or intention on the
     part of the remaining shareholders of Bank to sell, exchange or otherwise
     dispose of a number of shares of Holding Company Common Stock received in
     the transaction that would reduce the Bank shareholders' ownership of
     Holding Company Common Stock to a number of shares
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Pontotoc BancShares Corp. and
First National Bank of Pontotoc
January __, 1997
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     having a value, as of the date of the transaction of less than 50 percent
     of the value of all of the formerly outstanding stock of Bank as of the
     same date.  For purposes of this representation, shares of Bank Common
     Stock exchanged for cash or other property, surrendered by dissenters or
     exchanged for cash in lieu of fractional shares of Holding Company Common
     Stock will be treated as outstanding Bank Common Stock on the date of the
     transaction.  Moreover, shares of Bank Common Stock and shares of Holding
     Company Common Stock held by Bank shareholders and otherwise sold,
     redeemed, or disposed of prior or subsequent to the transaction will be
     considered in making this representation.

          (d) Interim will acquire at least 90 percent of the fair market value
     of the net assets and at least 70 percent of the fair market value of the
     gross assets held by Bank immediately prior to the transaction.  For
     purposes of this representation, amounts paid by Bank to dissenters,
     amounts paid by Bank to shareholders who receive cash or other property,
     Bank assets used to pay its reorganization expenses, and all redemptions
     and distributions (except for regular, normal dividends) made by Bank
     immediately preceding the transfer, will be included as assets of Bank held
     immediately prior to the transaction.

          (e) Prior to the transaction, Holding Company will be in control of
     Interim within the meaning of Section 368(c) of the Internal Revenue Code
     of 1986, as amended (the "Code").

          (f) Following the transaction, Interim will not issue additional
     shares of its stock that would result in Holding Company losing control of
     Interim within the meaning of Section 368(c) of the Code.

          (g) Holding Company has no plan or intention to reacquire any of its
     stock issued in the transaction.

          (h) Holding Company has no plan or intention to liquidate Interim; to
     merge Interim with and into another corporation; to sell or otherwise
     dispose of the stock of Interim; or to cause Interim to sell or otherwise
     dispose of any of the assets of Bank acquired in the transaction, except
     for dispositions made in the ordinary course of business or transfers
     described in Section 368(a)(2)(C) of the Code.

          (i) The liabilities of Bank assumed by Interim and the liabilities to
     which the transferred assets of Bank are subject were incurred by Bank in
     the ordinary course of its business.
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Pontotoc BancShares Corp. and
First National Bank of Pontotoc
January __, 1997
Page 4

          (j) Following the transaction, Interim will continue the historic
     business of Bank or use a significant portion of Bank's business assets in
     a business.

          (k) Holding Company, Interim, Bank, and the shareholders of Bank will
     pay their respective expenses, if any, incurred in connection with the
     transaction.

          (l) There is no intercorporate indebtedness existing between Holding
     Company and Bank or between Interim and Bank that was issued, acquired, or
     will be settled at a discount.

          (m) No two parties to the transaction are investment companies as
     defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.

          (n) Bank will pay its dissenting shareholders the value of their stock
     out of its own funds.  No funds will be supplied for that purpose, directly
     or indirectly, by Holding Company, nor will Holding Company directly or
     indirectly reimburse Bank for any payments to dissenters.

          (o) Except as a result of the Holding Company Merger, neither Holding
     Company nor Interim owns directly or indirectly, nor have they owned during
     the past five years, directly or indirectly, any stock of Bank.

          (p) Bank is not under the jurisdiction of a court in a Title 11 or
     similar case within the meaning of Section 368(a)(3)(A) of the Code.

          (q) The fair market value of the assets of Bank transferred to Interim
     will equal or exceed the sum of the liabilities assumed by Interim, plus
     the amount of liabilities, if any, to which the transferred assets are
     subject.

          (r) No stock of Interim will be issued in the transaction.

          (s) None of the compensation received by any shareholder-employee of
     Bank will be separate consideration for, or allocable to, any of their
     shares of Bank stock; none of the shares of Holding Company Common Stock
     received by any shareholder-employee will be separate consideration for, or
     allocable to, any employment agreement; and the compensation paid to any
     shareholder-employee will be for services actually rendered and will be
     commensurate with amounts paid to third parties bargaining at arm's length
     for similar services.
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Pontotoc BancShares Corp. and
First National Bank of Pontotoc
January __, 1997
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          (t) At the time of the exchange, Bank will not have outstanding any
     warrants, options, convertible securities, or any other type of right
     pursuant to which any person could acquire stock in Bank which, if
     exercised or converted, would, prior to or after the exchange affect
     Holding Company's acquisition or retention of control of Interim, as
     defined in Section 368(c) of the Code.

          (u) The compensation that will be paid by Interim to the officers and
     key employees that it may employ after the exchange will not be part of the
     consideration paid for any shares of Bank Common Stock held by any such
     officers or key employees.  The compensation that will be paid to such
     officers and key employees will be commensurate with the duties to be
     performed by the officers and key employees.

          (v) There are no other facts, documents or agreements among Holding
     Company, Bank and/or Interim which alter, modify or change in any manner
     the validity and accuracy of the assumptions and information contained
     herein.

     On the basis of our examination of the aforementioned documents, the
representations contained therein and the assumptions set forth above, and
having considered the applicable Federal income tax law as it exists on the date
hereof, we are of the opinion that:

               (i)    Neither the Bank, Interim nor the Holding Company will
     recognize any gain or loss as a result of the reorganization;

               (ii)   No gain or loss will be recognized to the shareholders of
     the Bank upon conversion of their shares; the tax basis of shares of the
     Holding Company's Common Stock received in the reorganization will be the
     same as the tax basis of the shares of the Bank's Common Stock previously
     owned; and if the shares of the Bank's Common Stock were held as capital
     assets, the holding period of the shares of Holding Company's Common Stock
     received will include the holding period of the shares of the Bank's Common
     Stock exchanged therefor; and

               (iii)  A shareholder of the Bank who exercises his rights as a
     dissenter and thereby receives cash for his shares will recognize income,
     gain or loss measured by the difference between the amount of cash received
     and the tax basis of his shares of the Bank's Common Stock, subject to the
     provisions of Code Section 302.  Such distributions will generally be
     treated as capital gain or loss if the shares were held as capital assets.
     However, a dissenting shareholder must take into account the effect that
     Sections 302 and 318 of the Code may have in determining consequences of
     the transaction if he receives
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Pontotoc BancShares Corp. and
First National Bank of Pontotoc
January __, 1997
Page 6

     only cash, which could cause the distributions to be treated as ordinary
     income or, possibly, as a dividend to the dissenter.

     This opinion is expressly limited to the Federal income tax consequences of
the Merger that are enumerated above.  We express no opinion as to any other
Federal income tax consequences of the Merger or to matters governed by the laws
of any state. Furthermore, no opinion is expressed herein as to the effect of
any future acts of the parties or future changes in existing law.  We undertake
no responsibility to advise you of any changes after the date hereof in the law
or the facts presently in effect that would alter the scope or substance of the
opinions herein expressed.

     This opinion is based on various statutory provisions, regulations
promulgated thereunder, and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters as of and effective
on the date hereof, any one or more of which are subject to change either
prospectively or retroactively.  There can be no assurance that contrary
positions may not be successfully asserted by the Internal Revenue Service, or
that a court considering such matters would not hold otherwise.  Moreover, no
opinion is rendered with respect to the effect, if any, which pending or
proposed legislation may have on any of the foregoing matters.

     This letter expresses our legal opinion as to the foregoing matters based
on our professional judgment at this time; it is not, however, to be construed
as a guaranty, nor is it a warranty that a court considering such matters would
not rule in manner contrary to the opinions set forth above.

     This opinion is solely for the benefit of Holding Company and Bank and may
not be otherwise used, quoted, relied upon or referred to, nor may copies be
delivered to any other person or entity without our prior written permission.

                                        Sincerely,



                                        PHELPS DUNBAR, L.L.P.