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

    

                                April 24, 1997
     

                                                                     EXHIBIT 8.1
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 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 Amendment No. 1 to the Registration Statement on
Form S-4 as filed with the Securities and Exchange Commission (the "Commission")
on the date hereof, (the "Proxy Statement"), under the caption entitled "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 included as an exhibit to the Proxy Statement (the "Plan"); (2) the
Application to Merge filed by Interim and Bank with the Office of the
Comptroller of the Currency (the "Application"); (3) the Proxy 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 Proxy Statement.

     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 
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April 24, 1997     
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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, other than shares already owned
by the Holding Company 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
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     shares 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 assumption, 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 assumption.

         (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 assumption, 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 if such reacquisition would reduce the Bank
     shareholders' ownership of Holding Company stock to a number of shares
     having a value, as of the date of the transaction, of less than 50% of the
     value of all of the formerly outstanding stock of Bank as of the same date.
     For purposes of this assumption, 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,
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     or disposed of prior or subsequent to the transaction will be considered in
     making this assumption.

         (h)  Holding Company has no plan or intention to reacquire any of its
     stock issued in the transaction if such reacquisition would result in the
     purchase of stock having a value (as of the date of the transaction), when
     added to the value of all other assets of Bank that are deemed not to be
     acquired by Interim in determining whether Interim has received
     substantially all of Bank's assets for federal tax purposes, of more than
     10 percent of the fair market value of the net assets or more than 30
     percent of the fair market value of the gross assets held by Bank
     immediately prior to the transaction. For purposes of this assumption,
     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.

         (i)  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.

         (j)  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.

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

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

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

         (o)  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.

         (p)  Except for shares purchased in connection with this reorganization
     or acquired 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.

         (q)  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.

         (r)  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.

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

         (t)  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.

         (u)  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.
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         (v)  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.

         (w)  No distributions will be made by Bank with respect to the stock
     received in the proposed transaction, other than regular normal dividends
     consistent in amount and effect with prior dividend policy.

         (x)  Holding Company intends to service the debt, the proceeds of which
     Holding Company has used or plans to use to pay cash to certain selling
     shareholders of Bank and to dissenters of Bank, if any, with amounts
     derived from dividends paid by Interim in the ordinary course of business
     out of post-acquisition earnings and profits. Holding Company has no plan
     or intention to cause Interim to make loans to or pay dividends to Holding
     Company out of any pre-acquisition earnings and profits of Bank for
     purposes of servicing such debt.

         (y)  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
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          (iii)  A shareholder of the Bank who exercises his or her rights
     as a dissenter and thereby receives cash for his or her shares will
     recognize income, gain or loss measured by the difference between the
     amount of cash received and the tax basis of his or her 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 or she receives 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.
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April 24, 1997     
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     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,


                                            /s/ Phelps Dunbar, L.L.P.
                                            ----------------------------
                                            PHELPS DUNBAR, L.L.P.