Exhibit 8.2

      Form of State Tax Opinion of Housholder, Artman and Associates, P.C.

 
                         FORM OF TENNESSEE TAX OPINION



Board of Directors                                     ________, 1997
Security Federal Savings Bank of McMinnville, TN
Security Bancorp, Inc.
306 W. Main Street
McMinnville, Tennessee 37110

     Re:  Certain Tennessee Consequences Relating to
          Proposed Holding Company Conversion of Security Federal
          Savings Bank of McMinnville, TN and Subsequent Conversion to
          a Tennessee-chartered Commercial Bank

Gentlemen:

In accordance with your request, set forth herein, is the opinion of this firm
relating to certain Tennessee income tax consequences of the proposed conversion
of Security Federal Savings Bank of McMinnville, TN (the "Savings Bank") from a
federally-chartered mutual savings bank to a federally-chartered stock savings
bank (the "Converted Savings Bank") (the "Stock Conversion"); (ii) the
concurrent acquisition of 100% of the outstanding capital stock of the Converted
Savings Bank by a parent holding company formed at the direction of the Board of
Directors of the Savings Bank and to be known as Security Bancorp, Inc. (the
"Holding Company"); and thereafter, (iii) the conversion of the Converted
Savings Bank to a Tennessee-chartered commercial bank to be known as _______
___________________________ (the "Converted Bank") (the "Bank Conversion").

You have previously received the opinion of Breyer & Aguggia regarding the
federal income tax consequences of the Stock Conversion, the Holding Company
formation and the Bank Conversion to the Savings Bank, the Converted Savings
Bank, the Holding Company and the deposit account holders of the Savings Bank
under the Internal Revenue Code of 1986, as amended (the "Code"). The federal
opinion concludes, inter alia, that the proposed bank conversions qualify as a
                   ----------                                                 
tax-free reorganization under Section 368(a)(1)(F) of the Code.

The State of Tennessee will, for income tax purposes, treat the proposed
transactions in an identical manner as they are treated by the Internal Revenue
Service for federal income tax purposes.  Based upon the facts and circumstances
attendant to the Stock Conversion, the Bank Conversion, the Holding Company
formation, and pursuant to applicable provisions of the Internal Revenue Code,
it is our opinion that, under the laws of the State of Tennessee, no adverse
Tennessee state income tax consequences will be incurred by the parties to the
proposed

 
Board of Directors
Security Federal Saivngs Bank
 of McMinnville, TN
Security Bancorp, Inc.
__________, 1997
Page 2

transactions, including deposit account holders, as a result of the Stock
conversion, the Holding Company formation, and the Bank Conversion.

No opinion is expressed on any matter other than income tax consequences
including, but not limited to, any franchise, capital stock or business and
occupation taxes which might result from the implementation of the proposed
transactions.

We hereby consent to the filing of this opinion with the OTS as an exhibit to
the Application H-(e)1-S filed by the Holding Company with the OTS in connection
with the Conversion and the reference to our firm in the Application H-(e)1-S
under Item 110.55 therein.

We also hereby consent to the filing of this opinion with the SEC and the OTS as
exhibits to the Registration Statement and the Bank's Application for Conversion
on Form AC ("Form AC"), respectively, and the reference to our firm in the
Prospectus, which is part of both the Registration Statement and the Form AC,
under the headings "THE CONVERSION--Effect of Conversion to Stock Form on
Depositors and Borrowers of the Savings Bank-Tax Effects" and LEGAL OPINIONS".

Very truly yours,