SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
Mark One

[ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             For the quarterly period ended      JUNE 30, 2000
                                            ----------------------

[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

             For the transition period from __________ to __________

                        COMMISSION FILE NUMBER: 000-24203


                              GB&T BANCSHARES, INC.
      ---------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             GEORGIA                                          58-2400756
-------------------------------                          -------------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                            Identification No.)

                         500 JESSE JEWELL PARKWAY, S.E.
                           GAINESVILLE, GEORGIA 30501
                    (Address of principal executive offices)

                                 (770) 532-1212
                           (Issuer's telephone number)
                                       N/A
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

Yes    X         No
    -------          ---------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of July 7, 2000: 2,764,513 shares; $5 par value




<PAGE>
                                                    GB&T BANCSHARES, INC.


                                                      TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                    Page No.
                                                                                                                    --------
<S>                                                                                                                 <C>
PART I.        Financial Information

               Item 1.  Financial Statements

                   Consolidated Balance Sheets - June 30, 2000 (Unaudited)
                   and December 31, 1999................................................................................1

                   Consolidated Statements of Income (Unaudited)-
                      Three and Six Months Ended June 30, 2000 and 1999 ................................................2

                   Consolidated Statements of Comprehensive Income (Unaudited)-
                      Three and Six Months Ended June 30, 2000 and 1999.................................................3

                   Consolidated Statements of Stockholders' Equity (Unaudited)..........................................3

                   Consolidated Statements of Cash Flows (Unaudited) -
                      Six Months Ended June 30, 2000 and 1999 ..........................................................4

                   Notes to Consolidated Financial Statements (Unaudited).............................................5-7

               Item 2.  Management's Discussion and Analysis of
                        Financial Condition and Results of Operations................................................8-13
               Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....................................13

Part Ii.       Other Information

               Item 1.  Legal Proceedings..............................................................................14
               Item 2.  Changes in Securities..........................................................................14
               Item 3.  Defaults Upon Senior Securities................................................................14
               Item 4.  Submission of Matters to a Vote of Security Holders............................................14
               Item 5.  Other Information..............................................................................14
               Item 6.  Exhibits and Reports On Form 8-K...............................................................14

               Signatures..............................................................................................15
</TABLE>



<PAGE>



                                   PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                                 2000                1999
                                                                              ---------           ---------
Assets                                                                        (unaudited)
------
<S>                                                                           <C>                 <C>
Cash and due from banks                                                       $  12,420           $  10,047
Interest-bearing deposits in banks                                                  313               1,511
Federal funds sold                                                                  100               2,532
Securities available-for-sale, at fair value                                     51,482              49,218

Loans                                                                           257,241             234,741
Less allowance for loan losses                                                    3,277               2,876
                                                                              ---------           ---------
     Loans, Net                                                                 253,964             231,865
                                                                              ---------           ---------

Premises and equipment                                                            7,091               6,849
Other assets                                                                      6,503               5,927

                                                                              ---------           ---------
     TOTAL ASSETS                                                             $ 331,873           $ 307,949
                                                                              =========           =========

Liabilities and Stockholders' Equity
------------------------------------

Deposits
   Demand                                                                     $  34,805           $  27,336
   Interest-bearing demand                                                       56,592              59,128
   Savings                                                                        7,735               7,825
   Time deposits                                                                157,610             146,551
                                                                              ---------           ---------
     Total deposits                                                             256,742             240,840

Federal Home Loan Bank Advances                                                  34,128              28,154
Other borrowings                                                                 14,873              14,030
Other liabilities                                                                 3,661               3,413
                                                                              ---------           ---------
       TOTAL LIABILITIES                                                       309,404             286,437
                                                                              ---------           ---------

Stockholders' Equity
   Common Stock, par value $5; 10,000,000
       shares authorized; 2,764,513 shares and
       2,763,651 issued and outstanding, respectively                            13,822              13,818
   Capital surplus                                                                1,142               1,137
   Retained earnings                                                              8,310               7,270
   Accumulated other comprehensive
       loss, net of tax                                                            (805)               (713)
                                                                              ---------           ---------
     TOTAL STOCKHOLDERS' EQUITY                                                  22,469              21,512
                                                                              ---------           ---------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $ 331,873           $ 307,949
                                                                              =========           =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                                              1
<PAGE>



GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2000 AND 1999 AND
SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>

(In Thousands, except per share amounts)
                                                      THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                          JUNE 30,                              JUNE 30,
                                               ------------------------------        -------------------------------
                                                   2000               1999               2000              1999
                                               -----------        -----------        -----------         -----------
<S>                                            <C>                <C>                <C>                 <C>
INTEREST INCOME
   Loans                                             6,089              4,683             11,810               8,834
   Taxable securities                                  701                551              1,379               1,076
   Nontaxable securities                                75                 54                148                  92
   Federal funds sold                                   23                 70                 99                 165
   Interest-bearing deposits in banks                   27                 13                 36                  42
                                               -----------        -----------        -----------         -----------
     Total interest income                           6,915              5,371             13,472              10,209
                                               -----------        -----------        -----------         -----------

INTEREST EXPENSE
   Deposits                                          2,847              2,212              5,496               4,398
   Other borrowings                                    712                171              1,346                 240
                                               -----------        -----------        -----------         -----------
     Total interest expense                          3,559              2,383              6,842               4,638
                                               -----------        -----------        -----------         -----------

     NET INTEREST INCOME                             3,356              2,988              6,630               5,571
Provision for loan losses                              172                165                342                 399
                                               -----------        -----------        -----------         -----------
     NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES                      3,184              2,823              6,288               5,172
                                               -----------        -----------        -----------         -----------

OTHER INCOME
   Service charges on deposit accounts                 345                286                597                 519
   MORTGAGE ORIGINATION FEES                            26                 50                 58                 134
   GAIN ON SALE OF LOANS                                16               --                   50                  34
   Loss on sale of securities                         --                    1                (12)                  1
   Other operating income                              124                132                300                 286
                                               -----------        -----------        -----------         -----------
     TOTAL OTHER INCOME                                511                469                993                 974
                                               -----------        -----------        -----------         -----------

OTHER EXPENSES
   Salaries and other employee benefits              1,344              1,191              2,750               2,347
   Occupancy expenses                                  153                146                311                 301
   Equipment expenses                                  231                215                447                 386
   Other operating expenses                            675                648              1,477               1,311
                                               -----------        -----------        -----------         -----------
     TOTAL OTHER EXPENSES                            2,403              2,200              4,985               4,345
                                               -----------        -----------        -----------         -----------

     INCOME BEFORE INCOME TAXES                      1,292              1,092              2,296               1,801

Income tax expense                                     431                368                829                 589
                                               -----------        -----------        -----------         -----------

    NET INCOME                                 $       861        $       724        $     1,467         $     1,212
                                               ===========        ===========        ===========         ===========

Earnings Per Share
   Basic                                       $      0.31        $      0.26        $      0.53         $      0.44
                                               ===========        ===========        ===========         ===========
   Diluted                                     $      0.30        $      0.25        $      0.51         $      0.42
                                               ===========        ===========        ===========         ===========

Weighted Average Shares
   Basic                                         2,764,513          2,754,721          2,764,351           2,752,317
                                               ===========        ===========        ===========         ===========
   Diluted                                       2,852,010          2,909,607          2,861,369           2,908,144
                                               ===========        ===========        ===========         ===========

Cash Dividends Per Common Share                $      0.07        $      0.06        $      0.14         $      0.12
                                               ===========        ===========        ===========         ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                                              2

<PAGE>



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 2000 AND 1999 AND
SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)                                                THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                          JUNE 30,                        JUNE 30,
                                                                  -----------------------         -----------------------
                                                                       2000        1999             2000        1999
                                                                  -----------------------         -----------------------
<S>                                                               <C>             <C>             <C>             <C>
    Net Income                                                        861             724           1,467           1,212
                                                                  -------         -------         -------         -------

   Unrealized gains (losses) on securities
    available-for-sale arising during period, net of tax               26            (326)           (100)           (448)

   Reclassification adjustment for losses (gains) realized
    in net income, net of tax                                        --                (1)              8              (1)
                                                                  -------         -------         -------         -------

Other comprehensive income (loss)                                      26            (327)            (92)           (449)

                                                                  -------         -------         -------         -------
     Comprehensive Income                                         $   887         $   397         $ 1,375         $   763
                                                                  =======         =======         =======         =======
</TABLE>



GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                     Accumulated
                                                                                                         Other           Total
                                           Common Stock                Capital         Retained      Comprehensive    Stockholders'
                                     Shares        Par Value           Surplus         Earnings         (Loss)            Equity
                                     ------       ---------           -------         --------         ------            ------
<S>                   <C>          <C>           <C>               <C>              <C>             <C>               <C>
Balance, December 31, 1999         2,763,651     $ 13,818,255      $  1,137,117     $  7,270,006    $   (713,334)     $ 21,512,044

   Net income                                                                          1,466,830                      $  1,466,830
   Options excercised                    862            4,310            5,060                                        $      9,370
   Dividends declared
     $0.14 per share                                                                   (427,751)                      $   (427,751)
   Other comprehensive loss                                                                              (91,636)     $    (91,636)
                                ------------     ------------      ------------     ------------    ------------      ------------

Balance, June 30, 2000             2,764,513     $ 13,822,565      $  1,142,177     $  8,309,085    $   (804,970)     $ 22,468,857
                                ============     ============      ============     ============    ============      ============
</TABLE>

                                                              3

<PAGE>



GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
(Dollars in Thousands)
                                                                    -------------------------
                                                                      2000             1999
                                                                    --------         --------
<S>                                                                 <C>              <C>
OPERATING ACTIVITIES
  Net income                                                        $  1,467         $  1,212
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation                                                        322              293
     Provision for loan losses                                           342              399
     Other operating activities                                         (420)            (321)

                                                                    --------         --------
          Net cash provided by operating activities                    1,711            1,583
                                                                    --------         --------

INVESTING ACTIVITIES
   Purchases of securities available-for-sale                         (3,536)         (15,867)
   Proceeds from maturities of securities available-for-sale           1,272            9,599
   Net decrease in interest-bearing deposits in banks                  1,198            1,647
   Net decrease in Federal funds sold                                  2,432            8,186
   Net increase in loans                                             (22,441)         (31,187)
   Purchase of premises and equipment                                   (564)            (382)

                                                                    --------         --------
           Net cash used in investing activities                     (21,639)         (28,004)
                                                                    --------         --------

FINANCING ACTIVITIES
   Net increase in deposits                                           15,902            9,182
   Net increase in FHLB advances                                       5,974            9,975
   Net increase in other borrowings                                      843            5,519
   Issuance of stock                                                       9              192
   Dividends paid                                                       (427)            (359)
                                                                    --------         --------
            Net cash provided by financing activities                 22,301           24,509
                                                                    --------         --------

Net increase (decrease) in cash and due from banks                     2,373           (1,912)

Cash and due from banks at beginning of period                        10,047           10,573

                                                                    --------         --------
Cash and due from banks at end of period                            $ 12,420         $  8,661
                                                                    ========         ========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                              4
<PAGE>



                      GB&T BANCSHARES, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)




NOTE 1.       BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with instructions for Form 10-Q. Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments  (consisting  of normal  and  recurring  accruals)
considered necessary for a fair presentation have been included.  The results of
operations for the three month and six month periods ended June 30, 2000 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2000. For further information,  refer to the consolidated financial
statements  and footnotes  included in the Company's  annual report on Form 10 -
KSB for the year ended December 31, 1999.

  Prior  period   financial   information  has  been  restated  for  a  business
  combination  with UB&T Financial  Services  Corporation  (and its  subsidiary,
  United Bank & Trust), which was consummated on February 29, 2000 and accounted
  for  as  a  pooling  of  interests  in  conformity  with  generally   accepted
  principles.


NOTE 2.         CURRENT ACCOUNTING DEVELOPMENTS

In June of 1998 the Financial Accounting Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133, " Accounting for Derivative
Instruments  and Hedging  Activities."  The effective date of this statement has
been  deferred by Statement of Financial  Accounting  Standards  (SFAS) No. 137,
until fiscal years beginning after June 15, 2000. However, the statement permits
early adoption as of the beginning of any fiscal quarter after its issuance. The
Company expects to adopt this statement  effective January 1, 2001. SFAS No. 133
requires  the  Company  to  recognize  all   derivatives  as  either  assets  or
liabilities  in the balance sheet at fair value.  For  derivatives  that are not
designated  as hedges,  the gain or loss must be  recognized  in earnings in the
period of change. For derivatives that are designated as hedges,  changes in the
fair  value of the  hedged  assets,  liabilities,  or firm  commitments  must be
recognized in earnings,  depending on the nature of the hedge.  The  ineffective
portion of a  derivative's  change in fair value must be  recognized in earnings
immediately.  Management has not yet determined what effect the adoption of SFAS
No. 133 will have on the Company's earnings or financial position.


                                       5
<PAGE>


NOTE 3.           EARNINGS PER COMMON SHARE

         Presented  below is a summary of the components used to calculate basic
and diluted  earnings  per share for the three  months and six months ended June
30, 2000 and 1999.
<TABLE>
<CAPTION>

                                                          Quarters ended June 30,
                                                      ----------------------------
                                                         2000               1999
                                                      ----------        ----------

<S>                                                   <C>               <C>
Basic Earnings Per Share:
   Weighted average common shares outstanding          2,764,513         2,754,721
                                                      ==========        ==========

   Net income                                         $  860,822        $  724,427
                                                      ==========        ==========

  Basic earnings per share                            $     0.31        $     0.26
                                                      ==========        ==========

Diluted Earnings Per Share:
   Weighted average common shares outstanding          2,764,513         2,754,721
   Net effect of the assumed exercise of stock
    options based on the treasury stock method
    using average market prices for the period            87,497           154,886
                                                      ----------        ----------
   Total weighted average common shares and
    common stock equivalents outstanding               2,852,010         2,909,607
                                                      ==========        ==========

   Net income                                         $  860,822        $  724,427
                                                      ==========        ==========

   Diluted earnings per share                         $     0.30        $     0.25
                                                      ==========        ==========


<CAPTION>

                                                        Six Months ended June 30,
                                                      ----------------------------
                                                         2000               1999
                                                      ----------        ----------


Basic Earnings Per Share:
   Weighted average common shares outstanding          2,764,351         2,752,317
                                                      ==========        ==========

   Net income                                         $1,466,830        $1,212,137
                                                      ==========        ==========

  Basic earnings per share                            $     0.53        $     0.44
                                                      ==========        ==========

Diluted Earnings Per Share:
   Weighted average common shares outstanding          2,764,351         2,752,317
   Net effect of the assumed exercise of stock
    options based on the treasury stock method
    using average market prices for the period            97,018           155,827
                                                      ----------        ----------
   Total weighted average common shares and
    common stock equivalents outstanding               2,861,369         2,908,144
                                                      ==========        ==========


   Net income                                         $1,466,830        $1,212,137
                                                      ==========        ==========

   Diluted earnings per share                         $     0.51        $     0.42
                                                      ==========        ==========
</TABLE>



                                       6
<PAGE>
NOTE 4            BUSINESS COMBINATIONS

On February 29, 2000,  the Company  consummated  its merger with UB&T  Financial
Services  Corporation subject to a definitive  agreement dated October 14, 1999.
Under this agreement,  UB&T merged with and into the Company.  UB&T stockholders
received 646,505 shares of Company Stock. The combination was accounted for as a
pooling of interests.

The following unaudited data summarizes operating data of GB&T Bancshares,  Inc.
and UB&T Financial Services Corporation prior to the merger.


                              For the period ended
                                February 29, 2000
   (Dollars in Thousands)
                                      GB&T                       UB&T
                                   Bancshares                 Financial
                                  -----------                 ---------

Interest income                     $  3,543                  $    676

Interest Expense                       1,850                       291

Other income                             211                        71

Other expense                          1,536                       372

Net income                               199                        58


                                       7
<PAGE>



                     GB&T BANCSHARES, INC. AND SUBSIDIARIES

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS



The following is  management's  discussion  and analysis of certain  significant
factors which have affected the financial  position and operating results of the
Company and its bank  subsidiaries,  Gainesville  Bank & Trust and United Bank &
Trust,  during the periods included in the accompanying  consolidated  financial
statements.  On February,  29, 2000, the Company  completed its merger with UB&T
Financial Services  Corporation ( and its subsidiary,  United Bank & Trust). The
transaction  was  accounted  for as a pooling  of  interests.  All prior  period
financial information has been restated to reflect the merger.

Forward-Looking Statements

Some of the statements made in this quarterly report (and in other documents to
which we refer) are  "forward-looking  statements."  When used in this document,
the  words,   "anticipate,"   "believe,"  "estimate,"  and  similar  expressions
generally identify forward-looking statements. These statements are based on the
beliefs,  assumptions,  and  expectations  of the Company's  management,  and on
information  currently  available  to  those  members  of  management.  They are
expressions  of  historical   fact,   not  guarantees  of  future   performance.
Forward-looking  statements include  information  concerning possible or assumed
future results of operations of the Company.

Forward-looking statements involve risks,  uncertainties,  and assumptions,  and
certain  factors could cause actual results to differ from results  expressed or
implied by the forward-looking statements, including:

1.    economic  conditions  (both  generally  and in the  markets  where  the
      Company operates);

2.    competition  from  other  companies  that  provide  financial  services
      similar to those offered by the Company;

3.    government regulation and legislation;

4.    changes in interest rates; and

5.    unexpected  changes in the  financial  stability  and  liquidity of the
      Company's credit customers.


We believe these  forward-looking  statements  are  reasonable.  You should not,
however, place undue reliance on these forward-looking  statements,  because the
future results and stockholder  values of the Company may differ materially from
those expressed or implied by these forward-looking statements.


Financial Condition

The Company reported  consolidated total assets of approximately  $331.9 million
at June 30,  2000  and  approximately  $307.9  million  at  December  31,  1999,
representing  an increase  of $23.9  million or 7.8%.  The  Company  experienced
moderate growth in total assets,  loans and deposits during the six months ended
June 30, 2000.  Total loans  increased by $22.5 million for the six months ended
June 30, 2000.  Total deposits  increased $15.9 million for the six months ended
June 30, 2000.  The loan to deposit ratio as of June 30, 2000 was  approximately
100% up from 97% at year end,  reflecting  continued strong loan demand. To help


                                       8
<PAGE>

meet the loan demand the Company  obtained  advances  from The Federal Home Loan
Bank in the amount of $6  million.  The  Company  continues  to face  increasing
competitive pressures in its growing deposit market.

Liquidity and Capital Resources

Liquidity  management  involves  the matching of the cash flow  requirements  of
customers who may be either  depositors  desiring to withdraw funds or borrowers
needing  assurance that sufficient  funds will be available to meet their credit
needs and the ability of the Company to meet those needs.  The Company  seeks to
meet  liquidity   requirements   primarily  through   management  of  short-term
investments,  monthly  amortizing  loans,  maturing  single payment  loans,  and
maturities  of  securities   and   prepayments.   Also  the  Company   maintains
relationships  with  correspondent  banks  which  could  provide  funds on short
notice.  As of June 30,  2000,  the Company had  borrowed  under  Federal  funds
purchase lines and securities sold under  agreement to repurchase  $14.0 million
compared to $14.0 million at December 31, 1999.

The liquidity  and capital  resources of the Company are monitored on a periodic
basis by management  and State and Federal  regulatory  authorities.  Management
reviews  liquidity  on a periodic  basis to  monitor  and  adjust  liquidity  as
necessary.  Management has the ability to adjust liquidity by selling securities
available for sale, selling participations in loans generated by the Company and
accessing available funds through various borrowing arrangements.  The Company's
short-term  investments  and available  borrowing  arrangements  are adequate to
cover any reasonably  anticipated  immediate need for funds.  The Company is not
aware of any  events  or  trends  likely  to  result  in a  material  change  in
liquidity.

The  Company's  liquidity  ratio was  16.75% at June 30,  2000,  slightly  below
industry  standards.  Liquidity  is measured  by the ratio of net cash,  Federal
funds sold and  securities to net deposits and  short-term  liabilities.  In the
event the banks need to generate  additional  liquidity  funding  plans would be
implemented  as outlined in the liquidity  policy of the banks.  The  subsidiary
banks have lines of credit  available to meet any  unforeseen  liquidity  needs.
Also, the Banks have a relationship  with the Federal Home Loan Bank of Atlanta,
which provides funding for loan growth on an as needed basis.

As of June 30,  2000 the  capital  ratios  at the  Company  and the  Banks  were
adequate based on regulatory minimum capital  requirements.  The Company and its
bank  subsidiaries'  actual  capital  amounts  and ratios are  presented  in the
following table.

<TABLE>
<CAPTION>
                                                                                  FOR CAPITAL           TO BE
                                                                                    ADEQUACY             WELL
                                                                ACTUAL              PURPOSES         CAPITALIZED
                                                                ------              --------         -----------
<S>                                                              <C>                   <C>               <C>
As of June 30, 2000
Total Capital to Risk Weighted Assets:
   Consolidated                                                  10.25%                8%                N\A
   Gainesville Bank & Trust                                       8.70%                8%                10%
   United Bank & Trust                                           15.77%                8%                10%
Tier I Capital to Risk Weighted Assets:
   Consolidated                                                   9.00%                4%                N\A
   Gainesville Bank & Trust                                       7.56%                4%                 6%
   United Bank & Trust                                           14.51%                4%                 6%
Tier I Capital to Risk Average Assets:
   Consolidated                                                   7.17%                4%                N\A
   Gainesville Bank & Trust                                       6.28%                4%                 5%
   United Bank & Trust                                           10.57%                4%                 5%
</TABLE>


                                       9
<PAGE>


RESULTS OF OPERATIONS

The Company's  profitability is determined by its ability to effectively  manage
interest income and expense,  to minimize loan and security losses,  to generate
noninterest income, and to control operating expenses.  Since interest rates are
determined  by market forces and economic  conditions  beyond the control of the
Company, the Company's'ability to generate net interest income is dependent upon
its ability to obtain an adequate net interest  spread  between the rate paid on
interest-bearing liabilities and the rate earned on interest-earning assets. The
net yield on average  interest-earning assets was 4.47% for the six months ended
June 30,  2000,  compared  to 4.91% for the same  period in 1999.  This 20 basis
point  decrease is primarily  due to  competitive  pressures on loan and deposit
pricing and the  conclusion of a planned three year  aggressive  growth plan. In
the first six months of 2000 the yield on earning assets increased to 9.09% from
8.99% while the yield of interest  bearing  liabilities  increased to 5.28% from
4.72%.

Net interest income increased  $368,000 or 12.3% for the three months ended June
30, 2000  compared to the same period in 1999.  The net increase  consists of an
increase in interest  income of $1,544,000 or 28.8% less an increase in interest
expense of $1,176,000  or 49.3% for the three month period.  The increase in net
interest  income is due  primarily  to growth in total  interest-earning  assets
during the three  month  period  compared  to the same prior  year  period.  Net
interest  income  increased  $1,059,000 or 19% for the six months ended June 30,
2000,  compared  to the same  period in 1999.  The net  increase  consists of an
increase in interest  income of  $3,263,000  or 32% less an increase in interest
expense of  $2,204,000  or 47.5% for the six month  period.  The increase in net
interest  income is due  primarily  to growth in total  interest-earning  assets
during the six month period compared to the same prior year period.


The Bank's  provision  for loan losses  decreased by $57,000 or 14.3% during the
six months  ended June 30,  2000 as  compared  to the same  period in 1999.  The
allowance  for loan  losses at June 30,  2000 was  $3,277,000  or 1.27% of total
loans compared to 1.23% at June 30, 1999. Based on management's evaluation,  the
allowance is adequate to absorb any potential loan losses at June 30, 2000.

The  decrease in the  provision  for loan losses for the six month  period ended
June 30, 2000 as compared to 1999 is based on a strong economy and a decrease in
net charge-offs.  The analysis below indicates a decrease in net charge-offs for
the six months  ended June 30, 2000 as compared to the same period in 1999.  The
allowance for loan losses is evaluated  monthly and adjusted to reflect the risk
in the portfolio.
The following  table  summarizes the allowance for loan losses for the six month
periods ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
                                                                                     2000               1999
                                                                                   --------          ---------

                                                                                    (Dollars in Thousands)
                                                                                  ----------------------------

                   <S>                                                            <C>                <C>
                   Average amount of loans outstanding                            $ 238,429          $ 180,683
                                                                                  =========          =========

                   Allowance  for loan losses balance, beginning of period        $   2,876          $   2,132
                                                                                  ---------          ---------

                   Less charge-offs
                      Commercial loans                                                   (1)               (26)
                      Consumer  loans                                                  (117)              (123)
                        Total Charge-offs                                              (118)               149)
                                                                                  ---------          ---------
                   PLUS RECOVERIES
                      Commercial loans                                                  136                  7
                      Consumer loans                                                     41                 10
                                                                                  ---------          ---------
                        Total recoveries                                                177                 17
                                                                                  ---------          ---------

                      NET (CHARGE-OFFS)RECOVERIES                                        59               (132)
                                                                                  ---------          ---------

                   PLUS PROVISION FOR LOAN LOSSES                                       342                399
                                                                                  ---------          ---------

                   ALLOWANCE  FOR LOAN LOSSES BALANCE, END OF PERIOD              $   3,277          $   2,399
                                                                                  =========          =========

                   NET CHARGE-OFFS(RECOVERIES)TO AVERAGE LOANS                         (.02%)              .07%
                                                                                  =========          =========
</TABLE>

                                       10
<PAGE>


The following table is a summary of nonaccrual,  past due and restructured debt.
The numbers  indicate  increases of $1,052,000 in nonaccrual loans and increases
of  $139,000 in past due loans over 90 days.  The  increase  in  nonaccrual  was
primarily due to two large loans. The increase in past dues was due primarily to
one large  loan.  There are  minimal or no losses  anticipated  on the two large
loans in nonaccrual and one large loan in past due loans.

<TABLE>
<CAPTION>
                                                                                June 30, 2000
                                                      ----------------------------------------------------------

                                                                                   Past Due
                                                             Nonaccural            90 Days          Restructured
                                                                Loans           Still Accruing          Debt
                                                             ----------         --------------      ------------
                                                                            (Dollars in Thousands)
                                                      ----------------------------------------------------------
                   <S>                                        <C>                  <C>                <C>
                   Real estate loans                          $1,116               $  366             $    --
                   Commercial loans                             --                    --                   --
                   Consumer loans                                 23                   65                  --
                                                              ------               ------             ---------
                           Total                              $1,139               $  431             $    --
                                                              ======               ======            ===========
</TABLE>
<TABLE>
<CAPTION>

                                                                             June 30, 1999
                                                      -------------------------------------------------------------
                                                                                   Past Due
                                                             Nonaccural            90 Days            Restructured
                                                                Loans           Still Accruing            Debt
                                                             ----------         --------------        ------------
                                                                            (Dollars in Thousands)
                                                      ------------------------------------------------------------
                  <S>                                         <C>                  <C>                <C>
                  Real estate loans                           $ 29                 $ 46               $     --
                  Commercial loans                              --                   84                     --
                  Consumer loans                                58                  162                     --
                                                              ----                 ---                -----------
                          Total                               $ 87                 $292               $     --
                                                              ====                 ====               ==========
</TABLE>


The Company's  policy is to discontinue  the accrual of interest income when, in
the opinion of management,  collection of such interest becomes  doubtful.  This
status is  determined  when;  (1) there is a  significant  deterioration  in the
financial condition of the borrower and full repayment of principal and interest


                                       11
<PAGE>

is not  expected;  and (2) the  principal  or interest is more than 90 days past
due,  unless the loan is both  well-secured  and in the  process of  collection.
Accrual of interest on such loans is resumed when, in management's judgment, the
collection of interest and principal becomes probable.

Loans  classified for regulatory  purposes as loss,  doubtful,  substandard,  or
special  mention that have not been included in the table above do not represent
or result from trends or uncertainties which management  reasonably expects will
materially  impact future  operating  results,  liquidity or capital  resources.
These classified loans do not represent  material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with their loan repayment terms.

Other income for the three  months ended June 30, 2000,  increased by $42,000 or
9% compared to the same period in 1999.  Service charges  increased  $59,000 and
gain on sale of loans increased by $16,000. These increases in other income were
partially  offset by  decreases  in mortgage  origination  fees of $24,000.  The
decline in mortgage  origination  fees  resulted  from a decline in  refinancing
activity and increases in interest rates.  Other income for the six months ended
June 30,  2000,  increased by $19,000 or 2% compared to the same period in 1999.
Service charges  increased  $78,000,  gain on sale of loans increased by $16,000
and other operating income increased by $14,000. These increases in other income
were offset by decreases in mortgage origination fees of $76,000.


Other expenses increased by approximately  $203,000 or 9.2% for the three months
ended June 30, 2000  compared to the same  period in 1999.  The  increase is due
primarily  to an increase in salaries and  employee  benefits of  $153,000.  The
increase  in  salaries  and  employee  benefits  is due to the  addition of nine
employees  and  normal  increases  in  employee  benefits.   Equipment  expenses
increased by $16,000 due to depreciation and maintenance of equipment  purchased
for  the   implementation  of  check  imaging.   Other  expenses   increased  by
approximately  $640,000 or 14.8% for the six months ended June 30, 2000 compared
to the same  period in 1999.  The  increase is due  primarily  to an increase in
salaries  and  employee  benefits of  $403,000.  The  increase  in salaries  and
employee  benefits is due to the addition of nine employees and normal increases
in  employee   benefits.   Equipment   expenses  increased  by  $61,000  due  to
depreciation and maintenance of equipment  purchased for the  implementation  of
check imaging. The remainder of the increase in other expenses includes $205,000
in one-time merger expenses in operating expenses.


Income tax expense  increased by $240,000 for the six months ended June 30, 2000
compared to the six months ended June 30, 1999.  The  effective tax rate for the
six month  period was 36%,  compared  to 33% for the same  period in 1999.  This
increase reflects  non-deductible  merger expenses related to the merger of GB&T
Bancshares and UB&T Financial Services Corporation.

Net income  increased  by  $137,000  for the three  months  ended June 30,  2000
compared to the same period in 1999. The increase in net income is  attributable
to growth in interest  earning assets.  Net income increased by $255,000 for the
six months ended June 30, 2000 compared to the same period in 1999.

The Company is not aware of any other  known  trends,  events or  uncertainties,
other than the effect of events as described  above,  that will have or that are
reasonably likely to have a material effect on its liquidity,  capital resources
or operations.  The Company is also not aware of any current  recommendations by
the regulatory  authorities which, if they were implemented,  would have such an
effect.


                                       12
<PAGE>


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

GB&T  Bancshares's  net  interest  income  and the fair  value of its  financial
instruments  (interest  earning  assets and interest  bearing  liabilities)  are
influenced  by changes in market  interest  rates.  GB&T  actively  manages  its
exposure to interest  rate  fluctuations  through  policies  established  by its
Asset/Liability  Management Committee (the "ALCO"). The ALCO meets regularly and
is responsible for approving asset/liability management policies, developing and
implementing  strategies to improve  balance sheet  positioning and net interest
income and assessing the interest rate sensitivity of the Banks.



                                       13
<PAGE>

                           PART II - OTHER INFORMATION




Item 1.  Legal Proceedings

           None

Item 2.  Changes in Securities

           None

Item 3.  Defaults Upon Senior Securities

           None

Item 4.  Submission of Matters to a vote of Securities Holders

           The annual meeting of the Stockholders of GB&T  Bancshares,  Inc. was
           held on May 8, 2000. The meeting had been called  pursuant to written
           notice for the purpose of considering and voting upon the election of
           ten directors to constitute the Board of Directors to serve until the
           next  annual  meeting  and until  their  successors  are  elected and
           qualified. The results of the voting were as follows:


               Election of Directors

                                              For        Against       Withheld
                                              ---        -------       --------

                Donald J. Carter           2,072,195         0          2,123
                Dr. John W. Darden         2,072,195         0          2,123
                Bennie E. Hewett           2,062,195         0         12,123
                Richard A. Hunt, Jr        2,072,195         0          2,123
                James L. Lester            2,072,195         0          2,123
                John E. Mansfield, Sr      2,072,195         0          2,123
                F. Abit Massey             2,072,195         0          2,123
                Samuel L. Oliver           2,072,195         0          2,123
                Alan A. Wayne              2,062,195         0         12,123
                Phillip A. Wilheit         2,072,195         0          2,123

Item 5.  Other Information

            None

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibit 27 - Financial Data Schedule
         (b)      Reports on Form 8-K

         Initially,  the Company filed a current report on Form 8-K on April 18,
         2000  regarding  consummation  of the  Acquisition  of  UB&T  Financial
         Services  Corporation on March 1, 2000. Item 7 of the Form 8-K reported
         that the  financial  statements  and pro  forma  financial  information
         concerning UB&T Financial  Services  Corporation  and GB&T  Bancshares,
         Inc.  would be filed as soon as  practicable  in  accordance  with Item
         7(a)(4) of Form 8-K. On May 12, 2000 the Company  filed an amendment to
         the Form 8-K  referred to above to include  financial  information  pro
         forma  financial  information   concerning  concerning  UB&T  Financial
         Services Corporation and GB&T Bancshares, Inc.

                                       14
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




GB&T BANCSHARES, INC.



DATE: 8/11/00                        BY: /s/ Richard A. Hunt
      ---------------                    -------------------
                                          Richard A. Hunt
                                          President and Chief Executive Officer


DATE: 8/11/00                        BY: /s/ Gregory L. Hamby
      ---------------                    --------------------
                                         Gregory L. Hamby
                                         Chief Financial Officer