EXHIBIT 24.1

                                  DIRECTORS'
                               POWER OF ATTORNEY



        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors 
of New South Bancshares, Inc., a Delaware corporation, ("Company") by his 
execution hereof or upon an identical counterpart hereof, does hereby constitute
and appoint Robert M. Couch, Lizabeth R. Nichols or Suzanne H. Moore, and each 
or any of them, his true and lawful attorney-in-fact and agent, for him and in 
his name, place and stead, to execute and sign the 1998 Annual Report on Form 
10-K to be filed by the Company with the Securities and Exchange Commission, 
pursuant to the provisions of the Securities Exchange Act of 1934 and, further 
to execute and sign any and all amendments to such Annual Report and to file 
same, with all exhibits and schedules thereto and all 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 requisite and necessary to be done 
in and about the premises, as fully to all intents and purposes as undersigned 
might or could do in person, hereby ratifying and confirming all the acts of 
said attorneys-in-fact and agents or any of them which they may lawfully do in 
the premises and or cause to be done by virtue hereof. 

        IN WITNESS WHEREOF, each of the undersigned has hereunto set this hand 
and seal this 23 day of March, 1999.


WITNESS TO ALL SIGNATURES:


/s/ Hope S. Howe                        /s/ W.T. Ratliff, Jr.
- - -----------------                       ---------------------------
Hope S. Howe                            W.T. Ratliff, Jr.

                                        /s/ J.K.V. Ratliff
                                        ---------------------------   
                                        J.K.V. Ratliff

                                        /s/ William T. Ratliff, III
                                        ---------------------------
                                        William T. Ratliff, III

                                        /s/ Robert M. Couch
                                        ___________________________
                                        Robert M. Couch

                                        /s/ David W. Whitehurst
                                        ---------------------------
                                        David W. Whitehurst