A partner in the law firm representing Financial General Bankshares Inc. has resigned, saying he wants to avoid a potential conflict of interest in the complex legal maneuvering over control of the Washington bank holding company.

Martin S. Thaler said yesterday he withdrew on Tuesday as a partner in Martin, Whitfield, Thaler & Bebchick, the Washington law firm that has represented both Financial General and its former parent company, International Bank.

Thaler said the firm has withdrawn as attorneys for Financial General in its lawsuit against Bert LAnce, the former budget director, and others allegedly involved in an attempt to gain control of the $2.2 billion banking company.

Thaler said he would continued as counsel to Financial General, but would no longer participate in the lawsuit against Lance and several other persons, many of whom have yet to be publically indentified.

Thaler said there was potential conflict of interest within the law firm, because partner Guy Martin had met with one of the defendants in the case about the purchase of stock in Financial General. He said Martin might eventually be called as a witness in the case, he said.

Thaler declined to name the defendant in the case with whom Martin met. Martin was involved in the sale of Financial General stock owned by Gen. George Olmstead, head of International Bank and former head of Financial General.

Lance was questioned for several hours yesterday by other lawyers for Financial General about his role in the purchase of Financial General shares.Lance has a long association with Financial General, having purchased the National Bank of Georgia from the holding company.

Thaler insisted the conflict that led him to leave his law firm "had absolutely nothing to do" with charges made by Eugene Metzger, a Washington attorney, who along with Lance allegedly acted as agents in the purchase of Financial General shares.

The lawsuit against Lance and Metzger charges that they secretly sought control of Financial General.

In his response, Metzger said the purchases of stock were not secret because members of MArtin, Whitfield, Thaler & Bebchick, the company's counsel, were involved in the sales.