content: <PAGE>   1
  
            As filed with the Securities and Exchange Commission on a July 1, 1999
                                                      Registration No.
                                                                      ------------
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                          Under The Securities Act of 1933
                            ----------------------------
  
                            FIRST UNITED BANCSHARES, INC.
               (Exact name of Registrant as specified in its charter)
  
  
             Arkansas                                               71-0538646
  (State or Other Jurisdiction of                                (I.R.S. Employer
   Incorporation or Organization)                              Identification No.)
  
                             MAIN AND WASHINGTON STREETS
                              EL DORADO, ARKANSAS 71730
                                   (870) 863-3181
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                         -----------------------------------
  
                         FIRST UNITED BANCSHARES, INC. 1999
                         EMPLOYEES' LONG-TERM INCENTIVE PLAN
                              (Full Title of the Plan)
  
                     ------------------------------------------
  
  <TABLE>
  <S>                                                     <C>
    John G. Copeland                                      Copies of Communications to:
    Senior Vice President and                             Stan D. Smith, Esquire
      Chief Financial Officer                             Mitchell, Williams, Selig, Gates
    Main and Washington Streets                             & Woodyard, P.L.L.C.
    El Dorado, Arkansas  71730                            425 West Capitol Ave., Suite 1800
    (8870) 863-3181                                       Little Rock, Arkansas 72201
    (Name, address, including zip code, and telephone     (501) 688-8800
    number, including area code, of agent for service)
  </TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  <TABLE>
  <CAPTION>
                                              Proposed Maximum        Proposed Maximum
  Title of Securities     Amount to be       Offering Price Per      Aggregate Offering      Amount of
   to be Registered       Registered(1)          Share(2)                 Price(2)        Registration Fee
  -------------------     --------------     ------------------      ------------------   ----------------
  
  <S>                     <C>                <C>                     <C>                  <C>
  Common Stock            1,011,771 Shares      $ 16.8125              $ 17,010,400          $ 4,729.00
  (par value $1.00)
  </TABLE>
  ================================================================================
  
    (1)   Pursuant to Rule 416(c) under the Securities Act of 1933 (the
          "Securities Act"), this registration statement also covers an
          indeterminate amount of interests to be offered or sold pursuant to the
          employee benefit plan described herein, plus such indeterminate number
          of additional shares as may be authorized in the event of an adjustment
          as a result of an increase in the number of issued shares of Common
          Stock resulting from the payment of stock dividends or stock splits or
          certain other capital adjustments.
  
    (2)   This Registration Statement covers 1,011,771 shares of Registrant's
          Common Stock, consisting of 4% of Registrant's 25,294,296 shares of
          Common Stock as of the date of filing, issued and outstanding calculated
          pursuant to paragraphs (c) and (h) of Rule 457 of Regulation C based
          upon the average of the high and low price for the shares of Common
          Stock on June 25, 1999, which is a date within five business days prior
          to the date of filing this Registration Statement.
  
  
  
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
  ITEM 1.   PLAN INFORMATION*
  
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
  *         Information required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the registration statement in accordance
            with Rule 428 under the Securities Act of 1933 and the Note to Part 1
            of Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
            The following documents filed by First United Bancshares, Inc.
  ("Registrant" or "Company") with the Securities and Exchange Commission are
  incorporated by reference in this registration statement:
  
            (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1998 (the "Form 10-K") filed pursuant to Section 13(a) of the
  Securities Exchange Act of 1934 (the "Exchange Act"); and
  
            (2) Quarterly Report on Form 10-Q for the quarter ended March 31,
  1999.
  
            (3) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act, since the end of the fiscal year covered by the Form 10-K referred
  to above.
  
            (4) The description of Registrant's Common Stock contained in
  Registrant's registration statement filed under the Exchange Act with respect to
  the Common Stock, and any amendment or report filed for the purpose of updating
  such description.
  
            In addition, all documents subsequently filed by Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  a part hereof from the date of filing such documents.
  
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
            The class of securities being registered on this Form S-8 are
  currently registered under Section 12 of the Securities Exchange Act of 1934, as
  amended, and, therefore, this item is not applicable.
  
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
            Not applicable.
  
  
  
                                         2
  <PAGE>   3
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            The Arkansas Business Corporation Act of 1987 (the "Act") codified at
  Ark. Code Ann. Section 4-27-101 et. seq. and more specifically at Ark. Code Ann.
  Section 4-27-850 permits an Arkansas corporation to indemnify directors,
  officers, employees and agents under some circumstances, and mandates
  indemnification under certain limited circumstances. The Act permits a
  corporation to indemnify a director, officer, employee, or agent for expenses
  (including attorneys' fees), judgements, fines and amounts paid in settlement
  actually and reasonably incurred if such person acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation. Indemnification against expenses incurred by a director,
  officer, employee or agent in connection with his defense of a proceeding
  against such person for actions in such capacity is mandatory to the extent that
  such person has been successful on the merits. If a director, officer, employee,
  or agent is determined to be liable to the corporation, indemnification for
  expenses is not allowable, subject to limited exceptions where a court deems the
  award of expenses appropriate. The Act grants express power to an Arkansas
  corporation to purchase liability insurance for its directors, officers,
  employees and agents, regardless of whether any such person is otherwise
  eligible for indemnification by the corporation. Advancement of expenses is
  permitted, but a person receiving such advances must repay those expenses if it
  is ultimately determined that he is not entitled to indemnifications.
  
            The Amended and Restated Articles of Incorporation and the Bylaws of
  First United provides that the directors, officers, employees and agents of
  First United shall be indemnified as set forth below.
  
  
                   AMENDED AND RESTATED ARTICLES OF INCORPORATION
  
            ARTICLE TWELFTH. The corporation may indemnify any person who was, or
  is, a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding to the fullest extent permitted by the
  Arkansas Business Corporation Act as it now exists or may hereafter be amended.
  
  
                                       BY-LAWS
  
            Section 6 of ARTICLE VII. INDEMNIFICATION. Every person who was or is
  a party or is threatened to be made a party to or is involved in any action,
  suit, proceeding, whether civil, criminal, administrative, or investigative, by
  reason of the fact that he is or was a director or officer of the Corporation or
  is or was serving at the request of the Corporation as a director or officer of
  another corporation, or as its representative in a partnership, joint venture,
  trust, or other enterprise, shall be indemnified and held harmless to the
  fullest extent legally permissible under and pursuant to any procedure specified
  in the Arkansas Business Corporation Act of the State of Arkansas, as amended
  and as the same may be amended hereafter, against all expenses, liabilities, and
  losses (including attorney's fees, judgments, fines and amounts paid or to be
  paid in settlement) reasonably incurred or suffered by him in connection
  therewith. Such right of indemnification shall be a contract right that may be
  enforced in any lawful manner by such person. Such right of indemnification
  shall not be exclusive of any other right which such director or officer may
  have or hereafter acquire and, without limiting the generality of such
  statement, he shall be entitled to his rights of indemnification under any
  agreement, vote of stockholders, provisions of law, or otherwise, as well as his
  rights under this paragraph.
  
            The board of directors may cause the Corporation to purchase and
  maintain insurance on behalf of any person who is or was a director or officer
  of the Corporation, or is or was serving at the request of the Corporation as a
  director or officer of another corporation, or as its representative in a
  partnership, joint venture, trust or other enterprise against any liability
  asserted against such person and incurred in any such capacity or arising out of
  such status, whether or not the Corporation would have power to indemnify such
  person.
  
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
            Not applicable.
  
  
  
                                         3
  <PAGE>   4
  
  ITEM 8.   EXHIBITS
  
  <TABLE>
  <CAPTION>
            Exhibit No.     Description of Exhibit
            -----------     ----------------------
  
  <S>                       <C>
                5           Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
  
              23(a)         Consent of Arthur Andersen LLP, independent public accountants
  
              23(b)         Consent of Axley & Rode LLP, certified public accountants
  
              23(c)         Consent of Frazer, Minchew, Robinson, Gardner and Langston, CPAs, certified
                            public accountants
  
              23(d)         Consent of Moore Stephens Frost, independent public accountants
  
              23(e)         Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included as
                            part of Exhibit 5)
  
              24            Power of Attorney (included as part of Signature Page)
  
              99            First United Bancshares, Inc. 1999 Employees' Long-Term Incentive Plan
  </TABLE>
  
  
  ITEM 9.   UNDERTAKINGS
  
            (a)  The undersigned Registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration statement:
  
                      (i) To include any prospectus required by section 10(a)(3)
                 of the Securities Act of 1933 ("Securities Act");
  
                      (ii) To reflect in the prospectus any facts or events
                 arising after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental change
                 in the information set forth in the registration statement;
  
                      (iii) To include any material information with respect to
                 the plan of distribution not previously disclosed in the
                 registration statement or any material change to such information
                 in the registration statement;
  
                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
            not apply if the registration statement is on Form S-3 (Section 239.13
            of this chapter) or Form S-8 (Section 239.16b of this chapter), and
            the information required to be included in a post-effective amendment
            by those paragraphs is contained in periodic reports filed by the
            Registrant pursuant to section 13 or section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in this
            registration statement.
  
                 (2)  That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed to
            be a new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.
  
                 (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
  
  
                                         4
  <PAGE>   5
  
            (b)  The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
            (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question of whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
  
  
                                         5
  <PAGE>   6
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of El Dorado, State of Arkansas, on June 30, 1999.
  
                                       FIRST UNITED BANCSHARES, INC.
  
  
                                       /s/ James V. Kelley
                                       -------------------------------------------
                                       James V. Kelley
                                       Chairman, President and Chief Executive
                                       Officer
  
  
                                       /s/ John G. Copeland
                                       -------------------------------------------
                                       John G. Copeland
                                       Senior Vice President and Chief Financial
                                       Officer
  
  
                                  POWER OF ATTORNEY
  
            KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
  Officer, or both, of First United Bancshares, Inc. (the "Company"), acting
  pursuant to authorization of the Board of Directors of the Company, hereby
  appoints James V. Kelley and John G. Copeland, attorney-in-fact and agents for
  me and in my name and on my behalf, individually and as a Director or Officer,
  or both, of the Company, to sign a Registration Statement on Form S-8 and any
  amendments (including post effective amendments) and supplements thereto, of the
  Company to be filed with the Securities and Exchange Commission pursuant to any
  applicable Rule under the Securities Act of 1933, as amended (the "Act") with
  respect to the continuous issuance of the Company's Common Stock pursuant to the
  Company's Employees' Long-Term Incentive Plan, and generally to do and perform
  all things necessary to be done in connection with the foregoing as fully in all
  respects as I could do personally.
  
            Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
            IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
  June, 1999.
  
  <TABLE>
  <CAPTION>
       SIGNATURE                             TITLE                      DATE
       ---------                             -----                      ----
  
  <S>                          <C>                                  <C>
  /s/ JAMES V. KELLEY          Chairman of the Board, President,    June 30, 1999
  ---------------------------  Chief Executive Officer
  James V. Kelley
  
  
  /s/ JOHN G. COPELAND         Senior Vice President and Chief      June 30, 1999
  ---------------------------  Financial Officer
  John G. Copeland
  
  
                               Director                             June __, 1999
  ---------------------------
  E. Larry Burrow
  
  
  /s/ CLAIBORNE P. DEMING      Director                             June 30, 1999
  ---------------------------
  Claiborne P. Deming
  </TABLE>
  
  
  
                                         6
  <PAGE>   7
  
  <TABLE>
  <CAPTION>
  <S>                          <C>                                  <C>
  /s/ AL GRAVES, JR.           Director                             June 30, 1999
  ---------------------------
  Al Graves, Jr.
  
  
  /s/ TOMMY HILLMAN            Director                             June 30, 1999
  ---------------------------
  Tommy Hillman
  
  
  /s/ ROY E. LEDBETTER         Director                             June 30, 1999
  ---------------------------
  Roy E. Ledbetter
  
  
  /s/ MICHAEL F. MAHONY        Director                             June 30, 1999
  ---------------------------
  Michael F. Mahony
  
  
  /s/ RICHARD H. MASON         Director                             June 30, 1999
  ---------------------------
  Richard H. Mason
  
  
  /s/ JACK W. MCNUTT           Director                             June 30, 1999
  ---------------------------
  Jack W. McNutt
  
  
  /s/ GEORGE MIDDLEBROOK, III  Director                             June 30, 1999
  ---------------------------
  George Middlebrook, III
  
  
                               Director                             June __, 1999
  ---------------------------
  R. Madison Murphy
  
  
  /s/ ROBERT C. NOLAN          Director                             June 30, 1999
  ---------------------------
  Robert C. Nolan
  
  
  /s/ CAL PARTEE, JR.          Director                             June 30, 1999
  ---------------------------
  Cal Partee, Jr.
  
  
  /s/ CAROLYN TENNYSON         Director                             June 30, 1999
  ---------------------------
  Carolyn Tennyson
  
  
  /s/ JOHN D. TRIMBLE, JR.     Director                             June 30, 1999
  ---------------------------
  John D. Trimble, Jr.
  </TABLE>
  
  
  
                                         7
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.     Description of Exhibit
  -----------     ----------------------
  
  <S>             <C>
      5           Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
  
    23(a)         Consent of Arthur Andersen LLP, independent public accountants
  
    23(b)         Consent of Axley & Rode LLP, certified public accountants
  
    23(c)         Consent of Frazer, Minchew, Robinson, Gardner and Langston, CPAs, certified
                  public accountants
  
    23(d)         Consent of Moore Stephens Frost, independent public accountants
  
    23(e)         Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included as
                  part of Exhibit 5)
  
    24            Power of Attorney (included as part of Signature Page)
  
    99            First United Bancshares, Inc. 1999 Employees' Long-Term Incentive Plan
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22068}]
metadata_filer: {"company-data": {"conformed-name": "FIRST UNITED BANCSHARES INC /AR/", "cik": "0000355883", "assigned-sic": "6022", "irs-number": "710538646", "state-of-incorporation": "AR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82075", "film-number": "99657872"}, "business-address": {"street1": "MAIN & WASHINGTON STREETS", "street2": "P O BOX 751", "city": "EL DORADO", "state": "AR", "zip": "71730", "phone": "8708633181"}, "mail-address": {"street1": "MAIN & WASHINGTON STS", "city": "EL DORADO", "state": "AR", "zip": "71730"}}
text: 1
  
            As filed with the Securities and Exchange Commission on a July 1, 1999
                                                      Registration No.
                                                                      ------------
  
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                          Under The Securities Act of 1933
                            ----------------------------
  
                            FIRST UNITED BANCSHARES, INC.
               (Exact name of Registrant as specified in its charter)
  
             Arkansas                                               71-0538646
  (State or Other Jurisdiction of                                (I.R.S. Employer
   Incorporation or Organization)                              Identification No.)
  
                             MAIN AND WASHINGTON STREETS
                              EL DORADO, ARKANSAS 71730
                                   (870) 863-3181
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                         -----------------------------------
  
                         FIRST UNITED BANCSHARES, INC. 1999
                         EMPLOYEES' LONG-TERM INCENTIVE PLAN
                              (Full Title of the Plan)
  
                     ------------------------------------------
  John G. Copeland                                      Copies of Communications to:
    Senior Vice President and                             Stan D. Smith, Esquire
      Chief Financial Officer                             Mitchell, Williams, Selig, Gates
    Main and Washington Streets                             & Woodyard, P.L.L.C.
    El Dorado, Arkansas  71730                            425 West Capitol Ave., Suite 1800
    (8870) 863-3181                                       Little Rock, Arkansas 72201
    (Name, address, including zip code, and telephone     (501) 688-8800
    number, including area code, of agent for service)
  CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  Proposed Maximum        Proposed Maximum
  Title of Securities     Amount to be       Offering Price Per      Aggregate Offering      Amount of
   to be Registered       Registered(1)          Share(2)                 Price(2)        Registration Fee
  -------------------     --------------     ------------------      ------------------   ----------------
  Common Stock            1,011,771 Shares      $ 16.8125              $ 17,010,400          $ 4,729.00
  (par value $1.00)
  ================================================================================
  
    (1)   Pursuant to Rule 416(c) under the Securities Act of 1933 (the
          "Securities Act"), this registration statement also covers an
          indeterminate amount of interests to be offered or sold pursuant to the
          employee benefit plan described herein, plus such indeterminate number
          of additional shares as may be authorized in the event of an adjustment
          as a result of an increase in the number of issued shares of Common
          Stock resulting from the payment of stock dividends or stock splits or
          certain other capital adjustments.
  
    (2)   This Registration Statement covers 1,011,771 shares of Registrant's
          Common Stock, consisting of 4% of Registrant's 25,294,296 shares of
          Common Stock as of the date of filing, issued and outstanding calculated
          pursuant to paragraphs (c) and (h) of Rule 457 of Regulation C based
          upon the average of the high and low price for the shares of Common
          Stock on June 25, 1999, which is a date within five business days prior
          to the date of filing this Registration Statement.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION*
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
  *         Information required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the registration statement in accordance
            with Rule 428 under the Securities Act of 1933 and the Note to Part 1
            of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
            The following documents filed by First United Bancshares, Inc.
  ("Registrant" or "Company") with the Securities and Exchange Commission are
  incorporated by reference in this registration statement:
  
            (1) Registrant's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1998 (the "Form 10-K") filed pursuant to Section 13(a) of the
  Securities Exchange Act of 1934 (the "Exchange Act"); and
  
            (2) Quarterly Report on Form 10-Q for the quarter ended March 31,
  1999.
  
            (3) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act, since the end of the fiscal year covered by the Form 10-K referred
  to above.
  
            (4) The description of Registrant's Common Stock contained in
  Registrant's registration statement filed under the Exchange Act with respect to
  the Common Stock, and any amendment or report filed for the purpose of updating
  such description.
  
            In addition, all documents subsequently filed by Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement and to be
  a part hereof from the date of filing such documents.
  
  ITEM 4.   DESCRIPTION OF SECURITIES
  
            The class of securities being registered on this Form S-8 are
  currently registered under Section 12 of the Securities Exchange Act of 1934, as
  amended, and, therefore, this item is not applicable.
  
  ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL
  
            Not applicable.
  
                                         2
  3
  
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
            The Arkansas Business Corporation Act of 1987 (the "Act") codified at
  Ark. Code Ann. Section 4-27-101 et. seq. and more specifically at Ark. Code Ann.
  Section 4-27-850 permits an Arkansas corporation to indemnify directors,
  officers, employees and agents under some circumstances, and mandates
  indemnification under certain limited circumstances. The Act permits a
  corporation to indemnify a director, officer, employee, or agent for expenses
  (including attorneys' fees), judgements, fines and amounts paid in settlement
  actually and reasonably incurred if such person acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  the corporation. Indemnification against expenses incurred by a director,
  officer, employee or agent in connection with his defense of a proceeding
  against such person for actions in such capacity is mandatory to the extent that
  such person has been successful on the merits. If a director, officer, employee,
  or agent is determined to be liable to the corporation, indemnification for
  expenses is not allowable, subject to limited exceptions where a court deems the
  award of expenses appropriate. The Act grants express power to an Arkansas
  corporation to purchase liability insurance for its directors, officers,
  employees and agents, regardless of whether any such person is otherwise
  eligible for indemnification by the corporation. Advancement of expenses is
  permitted, but a person receiving such advances must repay those expenses if it
  is ultimately determined that he is not entitled to indemnifications.
  
            The Amended and Restated Articles of Incorporation and the Bylaws of
  First United provides that the directors, officers, employees and agents of
  First United shall be indemnified as set forth below.
  
                   AMENDED AND RESTATED ARTICLES OF INCORPORATION
  
            ARTICLE TWELFTH. The corporation may indemnify any person who was, or
  is, a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding to the fullest extent permitted by the
  Arkansas Business Corporation Act as it now exists or may hereafter be amended.
  
                                       BY-LAWS
  
            Section 6 of ARTICLE VII. INDEMNIFICATION. Every person who was or is
  a party or is threatened to be made a party to or is involved in any action,
  suit, proceeding, whether civil, criminal, administrative, or investigative, by
  reason of the fact that he is or was a director or officer of the Corporation or
  is or was serving at the request of the Corporation as a director or officer of
  another corporation, or as its representative in a partnership, joint venture,
  trust, or other enterprise, shall be indemnified and held harmless to the
  fullest extent legally permissible under and pursuant to any procedure specified
  in the Arkansas Business Corporation Act of the State of Arkansas, as amended
  and as the same may be amended hereafter, against all expenses, liabilities, and
  losses (including attorney's fees, judgments, fines and amounts paid or to be
  paid in settlement) reasonably incurred or suffered by him in connection
  therewith. Such right of indemnification shall be a contract right that may be
  enforced in any lawful manner by such person. Such right of indemnification
  shall not be exclusive of any other right which such director or officer may
  have or hereafter acquire and, without limiting the generality of such
  statement, he shall be entitled to his rights of indemnification under any
  agreement, vote of stockholders, provisions of law, or otherwise, as well as his
  rights under this paragraph.
  
            The board of directors may cause the Corporation to purchase and
  maintain insurance on behalf of any person who is or was a director or officer
  of the Corporation, or is or was serving at the request of the Corporation as a
  director or officer of another corporation, or as its representative in a
  partnership, joint venture, trust or other enterprise against any liability
  asserted against such person and incurred in any such capacity or arising out of
  such status, whether or not the Corporation would have power to indemnify such
  person.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED
  
            Not applicable.
  
                                         3
  4
  
  ITEM 8.   EXHIBITS
  Exhibit No.     Description of Exhibit
            -----------     ----------------------
  5           Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
  
              23(a)         Consent of Arthur Andersen LLP, independent public accountants
  
              23(b)         Consent of Axley & Rode LLP, certified public accountants
  
              23(c)         Consent of Frazer, Minchew, Robinson, Gardner and Langston, CPAs, certified
                            public accountants
  
              23(d)         Consent of Moore Stephens Frost, independent public accountants
  
              23(e)         Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included as
                            part of Exhibit 5)
  
              24            Power of Attorney (included as part of Signature Page)
  
              99            First United Bancshares, Inc. 1999 Employees' Long-Term Incentive Plan
  ITEM 9.   UNDERTAKINGS
  
            (a)  The undersigned Registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales are
            being made, a post-effective amendment to this registration statement:
  
                      (i) To include any prospectus required by section 10(a)(3)
                 of the Securities Act of 1933 ("Securities Act");
  
                      (ii) To reflect in the prospectus any facts or events
                 arising after the effective date of the registration statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental change
                 in the information set forth in the registration statement;
  
                      (iii) To include any material information with respect to
                 the plan of distribution not previously disclosed in the
                 registration statement or any material change to such information
                 in the registration statement;
  
                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
            not apply if the registration statement is on Form S-3 (Section 239.13
            of this chapter) or Form S-8 (Section 239.16b of this chapter), and
            the information required to be included in a post-effective amendment
            by those paragraphs is contained in periodic reports filed by the
            Registrant pursuant to section 13 or section 15(d) of the Securities
            Exchange Act of 1934 that are incorporated by reference in this
            registration statement.
  
                 (2)  That, for the purpose of determining any liability under the
            Securities Act, each such post-effective amendment shall be deemed to
            be a new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.
  
                 (3)  To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.
  
                                         4
  5
  
            (b)  The undersigned Registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
            (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question of whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
                                         5
  6
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of El Dorado, State of Arkansas, on June 30, 1999.
  
                                       FIRST UNITED BANCSHARES, INC.
  
                                       /s/ James V. Kelley
                                       -------------------------------------------
                                       James V. Kelley
                                       Chairman, President and Chief Executive
                                       Officer
  
                                       /s/ John G. Copeland
                                       -------------------------------------------
                                       John G. Copeland
                                       Senior Vice President and Chief Financial
                                       Officer
  
                                  POWER OF ATTORNEY
  
            KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a Director or
  Officer, or both, of First United Bancshares, Inc. (the "Company"), acting
  pursuant to authorization of the Board of Directors of the Company, hereby
  appoints James V. Kelley and John G. Copeland, attorney-in-fact and agents for
  me and in my name and on my behalf, individually and as a Director or Officer,
  or both, of the Company, to sign a Registration Statement on Form S-8 and any
  amendments (including post effective amendments) and supplements thereto, of the
  Company to be filed with the Securities and Exchange Commission pursuant to any
  applicable Rule under the Securities Act of 1933, as amended (the "Act") with
  respect to the continuous issuance of the Company's Common Stock pursuant to the
  Company's Employees' Long-Term Incentive Plan, and generally to do and perform
  all things necessary to be done in connection with the foregoing as fully in all
  respects as I could do personally.
  
            Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
            IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
  June, 1999.
  SIGNATURE                             TITLE                      DATE
       ---------                             -----                      ----
  /s/ JAMES V. KELLEY          Chairman of the Board, President,    June 30, 1999
  ---------------------------  Chief Executive Officer
  James V. Kelley
  
  /s/ JOHN G. COPELAND         Senior Vice President and Chief      June 30, 1999
  ---------------------------  Financial Officer
  John G. Copeland
  
                               Director                             June __, 1999
  ---------------------------
  E. Larry Burrow
  
  /s/ CLAIBORNE P. DEMING      Director                             June 30, 1999
  ---------------------------
  Claiborne P. Deming
  6
  7
  /s/ AL GRAVES, JR.           Director                             June 30, 1999
  ---------------------------
  Al Graves, Jr.
  
  /s/ TOMMY HILLMAN            Director                             June 30, 1999
  ---------------------------
  Tommy Hillman
  
  /s/ ROY E. LEDBETTER         Director                             June 30, 1999
  ---------------------------
  Roy E. Ledbetter
  
  /s/ MICHAEL F. MAHONY        Director                             June 30, 1999
  ---------------------------
  Michael F. Mahony
  
  /s/ RICHARD H. MASON         Director                             June 30, 1999
  ---------------------------
  Richard H. Mason
  
  /s/ JACK W. MCNUTT           Director                             June 30, 1999
  ---------------------------
  Jack W. McNutt
  
  /s/ GEORGE MIDDLEBROOK, III  Director                             June 30, 1999
  ---------------------------
  George Middlebrook, III
  
                               Director                             June __, 1999
  ---------------------------
  R. Madison Murphy
  
  /s/ ROBERT C. NOLAN          Director                             June 30, 1999
  ---------------------------
  Robert C. Nolan
  
  /s/ CAL PARTEE, JR.          Director                             June 30, 1999
  ---------------------------
  Cal Partee, Jr.
  
  /s/ CAROLYN TENNYSON         Director                             June 30, 1999
  ---------------------------
  Carolyn Tennyson
  
  /s/ JOHN D. TRIMBLE, JR.     Director                             June 30, 1999
  ---------------------------
  John D. Trimble, Jr.
  7
  8
                                 INDEX TO EXHIBITS
  Exhibit No.     Description of Exhibit
  -----------     ----------------------
  5           Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
  
    23(a)         Consent of Arthur Andersen LLP, independent public accountants
  
    23(b)         Consent of Axley & Rode LLP, certified public accountants
  
    23(c)         Consent of Frazer, Minchew, Robinson, Gardner and Langston, CPAs, certified
                  public accountants
  
    23(d)         Consent of Moore Stephens Frost, independent public accountants
  
    23(e)         Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included as
                  part of Exhibit 5)
  
    24            Power of Attorney (included as part of Signature Page)
  
    99            First United Bancshares, Inc. 1999 Employees' Long-Term Incentive Plan