SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
Mark One

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

             For the quarterly period ended      September 30, 1999
                                            ---------------------------

[   ]   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 November 1, 1999: 2,117,146 shares; $5 par value

Transitional Small Business Disclosure Format (Check One)    Yes   / /  No /X/
<PAGE>



                      GB&T BANCSHARES, INC. AND SUBSIDIARY


                                      INDEX
                                      -----
<TABLE>
<CAPTION>
                                                                                            Page No.
                                                                                            --------

PART I.   FINANCIAL INFORMATION

<S>                                                                                             <C>
          Item 1.  FINANCIAL STATEMENTS

              Consolidated Balance Sheet - September 30, 1999....................................1

              Consolidated Statements of Income and Comprehensive Income -
                 Three months ended September 30, 1999 and 1998 and Nine months
                 Ended September 30, 1999 and 1998 ..............................................2

              Consolidated Statements of Cash Flows - Nine Months Ended
                 September 30, 1999 and 1998.....................................................3

              Notes to Consolidated Financial Statements.......................................4-6

          Item 2.  Management's Discussion and Analysis of
                         Financial Condition and Results of Operations........................7-13

PART II.  OTHER INFORMATION


          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 SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999
                                   (Unaudited)
                             (Dollars in Thousands)

Assets

Cash and due from banks                                               $  10,274
Interest-bearing deposits in banks                                          302
Federal funds sold                                                        2,845
Securities available-for-sale, at fair value                             36,067

Loans                                                                   180,681
Less allowance for loan losses                                            2,043
                                                                      ---------
     Loans, Net                                                         178,638
                                                                      ---------

Premises and equipment                                                    4,736
Other assets                                                              4,935

                                                                      =========
     Total Assets                                                     $ 237,797
                                                                      =========

Liabilities and Stockholders' Equity

Deposits
   Demand                                                             $  24,264
   Interest-bearing demand                                               17,939
   Savings                                                               36,218
   Time deposits                                                        113,306
                                                                      ---------
     Total deposits                                                     191,727

Federal Home Loan Bank Advances                                          19,180
Other borrowings                                                          8,223
Other liabilities                                                         2,301
                                                                      ---------
     Total liabilities                                                  221,431
                                                                      ---------

Stockholders' Equity
   Common Stock, par value $5; 10,000,000
       shares authorized; 2,116,926 shares
       issued and outstanding                                            10,585
   Capital surplus                                                          338
   Retained earnings                                                      5,831
   Accumulated other comprehensive
       loss, net of tax                                                    (388)
                                                                      ---------
     Total stockholders' equity                                          16,366
                                                                      ---------

     Total liabilities and stockholders' equity                       $ 237,797
                                                                      =========

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

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                      GB&T BANCSHARES, INC. AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                               THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 AND
                                 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

                                                  (Unaudited)
                                (Dollars in Thousands, except per share amounts)

                                                               Three Months Ended           Nine Months Ended
                                                                  September 30,               September 30,
                                                             ----------------------     -----------------------
                                                                1999          1998       1999            1998
                                                             --------      --------     --------      --------
<S>                                                          <C>           <C>          <C>           <C>
 Interest income
   Loans                                                        4,203         3,342       11,518         9,566
   Taxable securities                                             483           446        1,377         1,253
   Nontaxable securities                                           41            36          118            93
   Federal funds sold                                              16           142          139           459
   Interest-bearing deposits in banks                               4             7           10            17
                                                             --------      --------     --------      --------
     Total interest income                                      4,747         3,973       13,162        11,388
                                                             --------      --------     --------      --------

Interest expense
   Deposits                                                     2,016         1,934        5,746         5,639
   Other borrowings                                               325            37          550            84
                                                             --------      --------     --------      --------
     Total interest expense                                     2,341         1,971        6,296         5,723
                                                             --------      --------     --------      --------

     Net interest income                                        2,406         2,002        6,866         5,665
Provision for loan losses                                         105           126          315           378
                                                             --------      --------     --------      --------
     Net interest income after
      provision for loan losses                                 2,301         1,876        6,551         5,287
                                                             --------      --------     --------      --------

Other income
   Service charges on deposit accounts                            164           147          493           432
   Mortgage origination fees                                       50            64          184           251
   Gain on sale of loans                                           22            46           56           197
   Other operating income                                         112            86          351           249
                                                             --------      --------     --------      --------
     Total other income                                           348           343        1,084         1,129
                                                             --------      --------     --------      --------

Other expenses
   Salaries and other employee benefits                           992           877        2,888         2,562
   Occupancy expenses                                             123           121          370           368
   Equipment expenses                                             174           144          468           419
   Marketing expenses                                              42            59          149           158
   Other operating expenses                                       416           351        1,340         1,047
                                                             --------      --------     --------      --------
     Total other expenses                                       1,747         1,552        5,215         4,554
                                                             --------      --------     --------      --------

     Income before income taxes                                   902           667        2,420         1,862

Income tax expense                                                297           213          793           602
                                                             --------      --------     --------      --------

    Net Income                                                    605           454        1,627         1,260
                                                             --------      --------     --------      --------

Other comprehensive income:
   Unrealized gains (losses) on securities
    available-for-sale arising during period, net of tax         (161)          124         (539)          121

                                                             ========      ========     ========      ========
     Comprehensive income                                    $    444      $    578     $  1,088      $  1,381
                                                             ========      ========     ========      ========

Basic earnings per common share                              $   0.29      $   0.22     $   0.77      $   0.60
                                                             ========      ========     ========      ========

Diluted earnings per common share                            $   0.27      $   0.21     $   0.72      $   0.57
                                                             ========      ========     ========      ========

Cash dividends per common share                              $   0.06      $   0.06     $   0.12      $   0.10
                                                             ========      ========     ========      ========
</TABLE>

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

                                                       2

<PAGE>


                                      GB&T BANCSHARES, INC. AND SUBSIDIARY

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                                  (Unaudited)
                                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                       1999         1998
                                                                    --------      --------
<S>                                                                 <C>           <C>
OPERATING ACTIVITIES
  Net income                                                        $  1,627      $  1,260
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation                                                        325           312
     Provision for loan losses                                           315           378
     Other operating activities                                         (570)         (862)

                                                                    --------      --------
          Net cash provided by operating activities                    1,697         1,088
                                                                    --------      --------

INVESTING ACTIVITIES
   Purchases of securities available-for-sale                        (20,285)      (16,134)
   Proceeds from maturities of securities available-for-sale          15,460         9,137
   Net (increase)decrease in interest-bearing deposits in banks          (48)           85
   Net (increase) decrease in Federal funds sold                       6,848        (5,035)
   Net increase in loans                                             (42,503)       (8,191)
   Purchase of premises and equipment                                   (539)         (371)

                                                                    --------      --------
          Net cash used in investing activities                      (41,067)      (20,509)
                                                                    --------      --------

FINANCING ACTIVITIES
   Net increase in deposits                                           15,280        16,668
   Net increase (decrease)  in FHLB advances                          18,975           (25)
   Net increase in other borrowings                                    6,010         1,923
   Issuance of stock                                                     362          --
   Dividends paid                                                       (390)         (217)
                                                                    --------      --------
          Net cash provided by financing activities                   40,237        18,349
                                                                    --------      --------

Net increase (decrease) in cash and due from banks                       867        (1,072)

Cash and due from banks at beginning of period                         9,407         9,088

                                                                    ========      ========
Cash and due from banks at end of period                            $ 10,274      $  8,016
                                                                    ========      ========
</TABLE>

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

                                                       3


<PAGE>


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



NOTE 1.                   BASIS OF PRESENTATION

                   The  consolidated  financial  information  included herein is
                   unaudited; however, such information reflects all adjustments
                   (consisting  solely of normal  recurring  adjustments)  which
                   are,  in the  opinion  of  management,  necessary  for a fair
                   statement of results for the interim periods.

                   The  results  of  operations  for the  three  and nine  month
                   periods  ended   September  30,  1999  are  not   necessarily
                   indicative of the results to be expected for the full year.


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.



                                       4
<PAGE>


NOTE 3.           EARNINGS PER COMMON SHARE

                           The following is a  reconciliation  of net income and
                  weighted-average  shares outstanding used in determining basic
                  and diluted earnings per common share (EPS):

                                      Three Months Ended September 30, 1999
                                 ----------------------------------------------
                                     Net          Weighted-
                                   Income          Average           Per share
                                                    Shares            Amount
                                 -----------   -----------------   ------------

Basic EPS                         $ 605,000        2,113,219          $   0.29
                                                                      =========

Effect of Dilutive Securities
   Stock options                       --           142,550
                                  ---------       ---------
Diluted EPS                       $ 605,000       2,255,769           $   0.27
                                  =========       =========           =========

                                      Three Months Ended September 30, 1998
                                ----------------------------------------------
                                     Net          Weighted-
                                   Income          Average           Per share
                                                    Shares            Amount
                                -----------   -----------------   ------------

Basic EPS                         $ 454,000       2,095,171           $    0.22
                                                                      =========
Effect of Dilutive Securities
  Stock options                           -        104,478
                                  ----------      ---------
Diluted EPS                       $  454,000      2,199,649           $    0.21
                                  ==========      =========           =========

                                      Nine Months Ended September 30, 1999
                                ----------------------------------------------
                                     Net          Weighted-
                                   Income          Average           Per share
                                                    Shares            Amount
                                -----------   -----------------   ------------


Basic EPS                        $1,627,000        2,108,281          $    0.77
                                                                      ==========

Effect of Dilutive Securities
   Stock options                          -          150,959
                                 ----------       ----------
Diluted EPS                      $1,627,000        2,259,240          $    0.72
                                 ==========       ==========          =========

                                      Nine Months Ended September 30, 1998
                                ----------------------------------------------
                                     Net          Weighted-
                                   Income          Average           Per share
                                                    Shares            Amount
                                -----------   -----------------   ------------


 Basic EPS                       $1,260,000        2,095,171           $   0.60
                                                                       ========
 Effect of Dilutive Securities
    Stock options                         -           99,629
                                 -----------       ---------
 Diluted EPS                     $1,260,000        2,194,800           $   0.57
                                 ==========        =========           ========

                                      5

<PAGE>


NOTE 3.           EARNINGS PER COMMON SHARE, (Continued)

                  GB&T Bancshares,  Inc. declared a stock split in the form of a
                  stock dividend on August 29, 1998,  paid on September 21, 1998
                  to  stockholder's  of record  August 31,  1998.  All per share
                  amounts have been restated to reflect the split.

 NOTE 4           On October 14, 1999, GB&T Bancshares, Inc. signed an Agreement
                  and  Plan  of  Reorganization  with  UB&T  Financial  Services
                  Corporation  ("UB&T").  This agreement provides for the merger
                  of UB&T  with and into  GB&T,  with GB&T  being the  surviving
                  corporation of the merger.


                                       6
<PAGE>



                      GB&T BANCSHARES, INC. AND SUBSIDIARY

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 subsidiary,  Gainesville  Bank & Trust,  during the periods
included in the accompanying consolidated financial statements.

FORWARD-LOOKING STATEMENTS

         This quarterly report contains certain forward-looking statements which
are based on certain assumptions and describe future plans, strategies,  and our
expectations.  These forward-looking  statements are generally identified by use
of the words "believe," "expect," "intend," "anticipate," "estimate," "project,"
or similar  expressions.  Our ability to predict results or the actual effect of
future plans or strategies is inherently  uncertain.  Factors which could have a
material  adverse  effect on our  operations  include,  but are not  limited to,
changes  in  interest  rates,  general  economic  conditions,   legislation  and
regulation,  monetary  and fiscal  policies  of the U.S.  government,  including
policies of the U.S.  Treasury  and the Federal  Reserve  Board,  the quality or
composition  of our loan or  investment  portfolios,  demand for loan  products,
deposit flows, competition, demand for financial services in our market area and
accounting  principles  and  guidelines.  You should  consider  these  risks and
uncertainties  in  evaluating  forward-looking  statements  and should not place
undue reliance on such  statements.  We will not publicly  release the result of
any  revisions  which may be made to any  forward-looking  statements to reflect
events or  circumstances  after the date of such  statements  or to reflect  the
occurrence of anticipated or unanticipated events.

FINANCIAL CONDITION

The Company's total assets  increased  $41,635,000 or 21.2%, for the nine months
ended September 30, 1999.  Total loans increased by $42,458,000 or 30.7% for the
nine months ended  September 30, 1999. The loan to deposit ratio as of September
30, 1999 was 94.24%,  over the Company's target range of 75% to 80%, as compared
to 75.09% at September 30, 1998,  reflecting  continued  strong loan demand.  In
order to satisfy this growing loan  demand,  the Company  obtained  Federal Home
Loan Bank  advances  and utilized  growth in  repurchase  agreements  along with
growth in deposits. The increase in the Company's loan to deposit ratio over the
targeted range is also a result of an increase of  approximately  $19 million in
Federal Home Loan Bank advances.  These advances allowed the Company to continue
to focus on growth in core  deposits  versus  higher  yielding  certificates  of
deposit. These strategies also allowed the Company to satisfy strong loan demand
while maintaining  adequate liquidity.  The Company continues to face increasing
competitive pressures in its growing deposit market. Total deposits increased by
$15,280,000  or  8.66%,  for the nine  months  ended  September  30,  1999.  The
Company's overall growth is the result of an aggressive strategic growth plan.

LIQUIDITY

As of September  30, 1999,  the Bank's  liquidity  ratio was 21.29%  compared to
29.70% at September  30, 1998.  This ratio  exceeded the Bank's  target ratio of
20%.  Liquidity  is  measured by the ratio of net cash,  Federal  funds sold and
securities  to net  deposits  and  short-term  liabilities.  The decrease in the
liquidity  ratio is related to the strong increase in loan demand since December
31,  1998.  The  Bank has  lines  of  credit  available  to meet any  unforeseen
liquidity  needs.  Also, the Bank has a relationship  with the Federal Home Loan
Bank of Atlanta which provides funding for loan growth on an as needed basis.


                                       7
<PAGE>

CAPITAL

The minimum capital  requirements for banks and bank holding companies require a
leverage  capital  to total  assets  ratio  of at  least  3%,  core  capital  to
risk-weighted  assets  ratio of at least 4% and total  capital to  risk-weighted
assets of at least 8%.

At  September  30,  1999,  the  capital  ratios at the Company and the Bank were
adequate based on regulatory  minimum capital  requirements.  The actual capital
ratios of the Company are as follows:

      Leverage capital ratio                               7.23 %
      Risk-based capital ratios:
         Core capital                                      9.29 %
         Total capital                                    10.42 %



                                       8
<PAGE>
RESULTS OF OPERATIONS

Net  interest  income  increased  $404,000 or 20.2% for the three  months  ended
September  30,  1999  compared  to the same  period  in 1998.  The net  increase
consists of an increase in interest income of $774,000 or 19.5% less an increase
in  interest  expense  of  $370,000  or 18.8% for the three  month  period.  Net
interest  income  increased  $1,201,000  or  21.2%  for the  nine  months  ended
September  30,  1999  compared  to the same  period  in 1998.  The net  increase
consists  of an  increase  in  interest  income of  $1,774,000  or 15.6% less an
increase in interest  expense of $573,000 or 10% for the nine month period.  The
increase  in  interest   income  is  due   primarily  to  the  growth  in  total
interest-earning  assets of $43 million from September 30, 1998 to September 30,
1999. Total interest-bearing liabilities increased during the same period by $39
million.  The net interest  margin was 4.69% and 4.68% for the nine months ended
September 30, 1999 and 1998, respectively.

The Bank's  provision  for loan  losses  decreased  by $21,000 or 17% during the
three  months ended  September  30, 1999 as compared to the same period in 1998.
The Bank's provision for loan losses decreased by $63,000 or 17% during the nine
months  ended  September  30, 1999 as  compared to the same period in 1998.  The
allowance for loan losses at September 30, 1999 was $2,043,000 or 1.13% of total
loans compared to 1.37% at September 30, 1998. Based on management's evaluation,
the allowance is adequate to absorb any  potential  loan losses at September 30,
1999.

The  decrease in the  provision  for loan losses for the nine month period ended
September  30, 1999 as compared  to 1998 is based on a strong  economy,  minimal
increases in net  charge-offs  and a decline in non-accrued  and past due loans.
The analysis below  indicates only a slight  increase in net  charge-offs in the
nine months ended September 30, 1999 as compared to the same period in 1998. 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 nine month periods ended September 30, 1999 and 1998.
<TABLE>
<CAPTION>
                                                                              1999            1998
                                                                           ---------       ---------
                                                                             (Dollars in Thousands)
                                                                           -------------------------

              <S>                                                           <C>             <C>
               Average amount of loans outstanding                         $ 159,038       $ 122,563
                                                                           =========       =========

               Allowance  for loan losses balance, beginning of period     $   1,773       $   1,433
                                                                           ---------       ---------

               Less charge-offs
                  Commercial loans                                               (18)            (42)
                  Consumer  loans                                                (38)            (24)

               Plus recoveries
                  Commercial loans
                                                                                   2              19
                  Consumer loans                                                   9              10
                                                                           ---------       ---------
                  Net charge-offs                                                (45)            (37)
                                                                           ---------       ---------

               Plus provision for loan losses                                    315             378
                                                                           ---------       ---------

               Allowance  for loan losses balance, end of period           $   2,043       $   1,774
                                                                           =========       =========

               Ratio of net charge-offs to average loans outstanding             .03%            .03%
                                                                           =========       =========
</TABLE>


                                       9
<PAGE>


The following table is a summary of nonaccrual,  past due and restructured debt.
The numbers indicate  decreases of $250,000 in nonaccrual loans and decreases of
$225,000 in past due loans over 90 days.  The decrease in nonaccrual  was due to
payoffs on the nonaccrual loans.  There are minimal or no losses  anticipated on
nonaccrual or past due loans.

<TABLE>
<CAPTION>
                                                                            September 30,1999
                                                          --------------------------------------------------------

                                                                                 Past Due
                                                             Nonaccural          90 Days           Restructured
                                                                Loans             Still                Debt
                                                                                 Accruing
                                                          ----------------   ---------------    ------------------
                                                                          (Dollars in Thousands)
                                                          --------------------------------------------------------

                      <S>                                  <C>                <C>                <C>
                      Real estate loans                   $             -    $           61     $               -
                      Commercial loans                                109                13                     -
                      Consumer loans                                    -                18                     -
                                                          ----------------   ---------------    ------------------
                              Total                       $           109    $           92     $               -
                                                          ================   ===============    ==================
</TABLE>
<TABLE>
<CAPTION>

                                                                            September 30, 1998
                                                          --------------------------------------------------------

                                                                                 Past Due
                                                             Nonaccural          90 Days           Restructured
                                                                Loans             Still                Debt
                                                                                 Accruing
                                                          ----------------   ---------------    ------------------
                                                                          (Dollars in Thousands)
                                                          --------------------------------------------------------
                      <S>                                  <C>                <C>                <C>
                      Real estate loans                   $           339    $          317     $               -
                      Commercial loans                                  -                 -                     -
                      Consumer loans                                   20                 -                     -
                                                          ----------------   ---------------    ------------------
                              Total                       $           359    $          317     $               -
                                                          ================   ===============    ==================
</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
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.



                                       10
<PAGE>

Other income for the three months ended  September 30, 1999  increased by $5,000
or 1.5% compared to the same period in 1998.  Service charges  increased $17,000
and other operating income increased by $26,000. These increases in other income
were  offset by  decreases  in gain on sale of loans of  $24,000,  and  mortgage
origination  fees of $14,000.  Other income for the nine months ended  September
30, 1999  decreased  by $45,000 or 4%  compared to the same period in 1998.  The
decrease in other income is primarily due to, decreases in gain on sale of loans
of $141,000 and decreases in mortgage  origination fees of $67,000.  The decline
in mortgage origination fees resulted from a decline in refinancing activity and
increases in interest rates.  Service charges  increased by $61,000,  Trust fees
increased by $47,000 and other operating income increased by $55,000.

Other expenses increased by approximately $195,000 or 12.6% for the three months
ended  September 30, 1999  compared to the same period in 1998.  The increase is
due primarily to an increase in salaries and employee benefits of $115,000.  The
increase in salaries and employee benefits is due to additional employees in the
loan area,  in addition to normal  increases.  The  remainder of the increase in
other expenses is not related to any one  significant  item, but includes normal
increases in  operating  expenses.  Other  expenses  increased by  approximately
$661,000 or 14.5% for the nine months ended  September  30, 1999 compared to the
same period in 1998.  The  increase is due  partially to an increase in salaries
and  employee  benefits of  $326,000.  The  increase in  salaries  and  employee
benefits is due to additional  employees in the loan area, in addition to normal
increases. The remainder of the increase in other expenses is not related to any
one significant item, but includes normal increases in operating expenses.

Income tax expense increased by $84,000 for the three months ended September 30,
1999 compared to the three months ended  September 30, 1998.  Income tax expense
increased by $191,000 for the nine months ended  September  30, 1999 compared to
the nine months ended  September 30, 1998.  The effective tax rate for the three
and nine month periods in 1999, was 33%, compared to 32% for the same periods in
1998.

Net income  increased by $151,000 for the three months ended  September 30, 1999
compared to the same period in 1998.  Net income  increased  by $367,000 for the
nine months ended  September 30, 1999  compared to the same period in 1998.  The
increase in net income is attributable to growth in interest earning assets.


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.

CAPABILITY OF THE COMPANY'S PROCESSING SOFTWARE TO ACCOMMODATE THE YEAR 2000

The Situation: As the end of this century draws near, there is worldwide concern
-------------
that the year 2000 technology  problems may wreak havoc on global economies.  No
country, government,  business or person is immune from the potential effects of
year 2000 problems.  The year 2000 problem arose because many existing  computer
systems and software programs use a two-digit year field.  Because of this, some
computers will not properly recognize the turn of the century. A computer with a
two-digit year field may recognize the year 2000 as 1900. If not corrected, many
computer  applications  could  fail  or  miscalculate  data  creating  erroneous
results.

For a bank, year 2000 problems could be devastating if loan or deposit  interest
accruals  are not  calculated  properly.  A year 2000 caused  system crash could
result in a disruption of business, which in turn could cause the bank to lose a
significant  portion of its  customer  base.  Either of these  situations  could
result in material adverse consequences for the bank.



                                       11
<PAGE>

To address the year 2000  problem,  the Company  formed a "Year 2000  Committee"
made up of key employees and directors. This Committee has been charged with the
responsibility  of assessing the problem and overseeing  corrective  action,  as
well  as  testing  the  year  2000  readiness  of all  equipment,  software  and
applications after upgrades have been made.

Readiness:  Critical  systems,  hardware and  software  have  received  priority
---------
attention.  As of September 30, 1999, all critical systems have been upgraded or
replaced. The related software has been upgraded to meet year 2000 standards and
has been tested to ensure proper  functioning in a year 2000  environment.  Upon
completion  of testing  the  Company  has  identified  no  critical  hardware or
software  systems that are  non-compliant.  These critical  systems  include the
Company's  core bank  processing  hardware and software  and its  automated  new
accounts  and loan  document  preparation  hardware  and software as well as its
document  retrieval  system.  The Bank has upgraded its personal  computers with
year 2000  compliant  hardware  and  software to bring this area up to year 2000
standards.  Several  other  software  systems have been upgraded to be year 2000
compliant. Any new critical systems purchased will be tested for compliance. The
Company believes that there are no remaining key information  technology systems
to be upgraded.  The Company has also evaluated its  non-information  technology
systems, which include  microcontrollers and other embedded computers, and notes
no significant issues to date.

Since the Bank is heavily  reliant on outside  vendors for many services such as
electricity, phone service, water, gas, ATM processing, bond accounting and bank
related  forms,  the Bank has  developed  a year 2000  questionnaire  to help it
determine  a  vendors'  state  of year  2000  readiness.  All  critical  vendors
contacted by the Bank have responded.  Responses to date have indicated adequate
readiness.  No significant weaknesses in a critical vendor have been discovered.
Major  borrowers of the Bank also have been required to complete a questionnaire
to  assess  year  2000  readiness.  Approximately  90% of  such  borrowers  have
responded, and the Bank notes no significant issues to date.

Cost: After the Bank's assessment phase to determine the extent of its year 2000
----
problem,  its Board of Directors  approved a budget in the amount of $274,000 to
address  the year 2000  issue  and to  purchase  new  equipment  upgrades  which
included new item  processing  equipment.  In order to ensure adequate funds are
provided to resolve year 2000 issues,  including those that may not be presently
known,  the  Company's  year 2000  budget is  subject to  continuous  review and
amendment.   Management  does  not  expect  the  cost  of  remediation  to  vary
significantly  from the  Company's  present  budget,  although  there  can be no
assurances in this regard.

As of  September  30,  1999,  the Company has  recognized  $273,000 in year 2000
expenditures.  The capitalized  expenditures included $243,000 for hardware (the
majority being item processing equipment and new personal computers) and $17,000
for software. Expensed items included $8,000 to service providers for assessment
and testing and approximately $5,000 on customer awareness and education.
No other significant expenditures are expected.

The Company does not anticipate  that the related overall costs will be material
to the  financial  condition of the Company for any single year or quarter.  The
Company has not used any independent  verification  and validation  processes to
assure the reliability of year 2000 cost estimates.



                                       12
<PAGE>

Risks of the Bank's Year 2000 Issues:  The Company believes that all significant
------------------------------------
remediations   with  respect  to  the  Company's   information   technology  and
non-information  technology systems are complete.  However,  no assurance can be
given that the Company will not be exposed to potential  losses  resulting  from
system  problems  associated  with  the  change  in date.  There  can also be no
assurance  that the  Company's  systems that have been  designed to be year 2000
compliant  contain all of the necessary  date code changes and that systems have
been correctly  modified,  or will be correctly modified in contemplation of the
year 2000.

In addition to year 2000 compliance in the Bank's internal  systems,  the impact
of year 2000  non-compliance  by outside parties with whom the Bank may transact
business  cannot be accurately  gauged.  The year 2000 issue may have a material
impact on the  financial  condition  of the Bank if borrowers of the Bank become
insolvent  and are,  therefore,  unable to repay  loans as they  become due as a
result of the borrowers' year 2000 non-compliance.

The Company is not aware of any critical  third party  relationships  whose year
2000  non-compliance  could result in a material adverse effect on the Company's
results of operations, liquidity and financial condition due to the date change.

The Bank's  Contingency Plans: The Company believes that at worst, the Company's
-----------------------------
computer  software and hardware would not contain the necessary date code change
and,  therefore,  would  cease  operating  or  malfunction  when the date change
occurs. In that case, the Company's contingency plan contemplates  conversion to
a manual  system.  Management of the Company  believes that the Company would be
able to continue to operate in that manner without  significant  loss.  However,
the  Company  believes  that its  computer  software  and  hardware  systems are
substantially year 2000 compliant.

If  the   "worst   case   scenario"   includes   extended   loss  of  power  and
telecommunications  or  did  not  provide  for  continued  external  transaction
processing and limited hours of operation, revenue will be impacted by reduction
in generation  of service  charges and other product and service fees as well as
reduced  investment  revenue due to the inability to properly manage  liquidity,
although the Company cannot quantify any such potential losses.

Long Term  Projects:  Year 2000  projects  have not caused the  Company to defer
-------------------
other long term projects.



                                       13
<PAGE>


                           PART II - OTHER INFORMATION



ITEM 6.           Exhibits and Reports on Form 8-K.

                  (a)     Exhibits.

                          27. Financial Data Schedule

                  (b)     Reports on Form 8-K.

                          None


                                       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: 11/13/99                           BY: /s/ Richard A. Hunt
                                             ------------------------
                                                 Richard A. Hunt
                                                 President and Chief Executive
                                                   Officer


DATE: 11/13/99                           BY: /s/ Gregory L. Hamby
                                             --------------------
                                                 Gregory L. Hamby
                                                 Chief Financial Officer