UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Mark One

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES
           EXCHANGE ACT OF
1934

For the quarterly period ended March 31,
2002

 ̈TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF
1934

For the transition period from __________ to __________

Commission File Number: 
000-24203

GB&T Bancshares, Inc.



Georgia

58-2400756(State or other jurisdiction of
 incorporation or organization)

(IRS Employer
 Identification No.)


500 Jesse Jewell Parkway, S.E.
          Gainesville,
Georgia  30501

(770)
532-1212

N/A
(Former name,
former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

YesþNo ̈

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as
of May 6, 2002:    4,760,314 shares; $5 par
value

1

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GB&T BANCSHARES, INC.

TABLE OF CONTENTS

Page No.PART I.
FINANCIAL
INFORMATIONItem 1.  FINANCIAL STATEMENTSConsolidated Balance Sheets – March 31, 2002
(Unaudited)and December 31, 2001
3Consolidated Statements of Income(Unaudited)-Three months ended March 31, 2002 and 2001
4Consolidated Statements of Comprehensive Income
(Unaudited)-Three months ended March 31, 2002 and 2001
5Consolidated Statements of Stockholders’ Equity
(Unaudited)Three months ended March 31, 2002
5Consolidated Statements of Cash Flows(Unaudited) -Three months ended March 31, 2002 and 2001
6Notes to Consolidated Financial Statements (Unaudited)
7-8Item 2.  Management’s Discussion and Analysis ofFinancial Condition and Results of
Operations
9-14Item 3.  Quantitative and Qualitative Disclosures About Market Risk
15PART II.
OTHER INFORMATIONItem 6.  Exhibits and Reports on Form 8-K
15Signatures
16






2

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PART I - FINANCIAL INFORMATIONITEM 1 - FINANCIAL STATEMENTS

GB&T BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)

|                                                                                                                                                                  | March 31,                                 | December 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------
|                                                                                                                                                                  | 2002                                      | 2001        
|                                                                                                                                                                  |                                          
|                                                                                                                                                                  | (amounts in thousands,
except share data)
|Assets                                                                                                                                                            |                                           |             
|Cash and due from banks                                                                                                                                           | $    18,983                               | $    18,097 
|Interest-bearing deposits in banks                                                                                                                                | 1,186                                     | 1,087       
|Federal funds sold                                                                                                                                                | 8,533                                     | 24          
|Securities available for sale, at fair value                                                                                                                      | 83,969                                    | 86,204      
|Restricted equity securities                                                                                                                                      | 4,757                                     | 2,992       
|                                                                                                                                                                  |                                           |             
|Loans, net of unearned income                                                                                                                                     | 425,326                                   | 418,656     
|Less allowance for loan losses                                                                                                                                    | 5,540                                     | 5,522       
|                                                                                                                                                                  |                                           |             
|Loans, net                                                                                                                                                        | 419,786                                   | 413,134     
|                                                                                                                                                                  |                                           |             
|Premises and equipment                                                                                                                                            | 15,320                                    | 14,807      
|Other assets                                                                                                                                                      | 11,727                                    | 11,251      
|                                                                                                                                                                  |                                           |             
|Total assets                                                                                                                                                      | $  564,261                                | $  547,596  
|                                                                                                                                                                  |                                           |             
|                                                                                                                                                                  |                                           |             
|Liabilities and Stockholders’ Equity                                                                                                                              |                                           |             
|Liabilities:                                                                                                                                                      |                                           |             
|Deposits:                                                                                                                                                         |                                           |             
|Noninterest-bearing demand deposits                                                                                                                               | $    56,376                               | $    54,393 
|Interest-bearing deposits                                                                                                                                         | 383,308                                   | 372,365     
|                                                                                                                                                                  |                                           |             
|Total deposits                                                                                                                                                    | 439,684                                   | 426,758     
|                                                                                                                                                                  |                                           |             
|Federal funds purchased and securities soldunder repurchase agreements                                                                                            | 11,623                                    | 19,707      
|Federal Home Loan Bank advances                                                                                                                                   | 57,051                                    | 47,551      
|Other borrowings                                                                                                                                                  | 4,811                                     | 2,911       
|Accrued expenses and other liabilities                                                                                                                            | 5,518                                     | 5,895       
|                                                                                                                                                                  |                                           |             
|Total liabilities                                                                                                                                                 | 518,687                                   | 502,822     
|                                                                                                                                                                  |                                           |             
|                                                                                                                                                                  |                                           |             
|Stockholders’ Equity:                                                                                                                                             |                                           |             
|Common Stock-$5 par value. Authorized20,000,000 shares; issued and outstanding4,760,314 and 4,739,139 shares at March 31,2002 and December 31, 2001, respectively | 23,802                                    | 23,696      
|Capital surplus                                                                                                                                                   | 1,906                                     | 1,894       
|Retained earnings                                                                                                                                                 | 19,314                                    | 18,198      
|Accumulated other comprehensive income,net of tax                                                                                                                 | 552                                       | 986         
|                                                                                                                                                                  |                                           |             
|Total stockholders’ equity                                                                                                                                        | 45,574                                    | 44,774      
|                                                                                                                                                                  |                                           |             
|Total liabilities and stockholders’
equity                                                                                                                        | $  564,261                                | $  547,596  
|                                                                                                                                                                  |                                           |             

See accompanying notes to consolidated financial
statements.

3

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)

|                                                                            | Three months ended                           
|--------------------------------------------------------------------------- | ---------------------------------------------
|                                                                            | March 31,                                    
|                                                                            | 2002                                         
|                                                                            |                                              
|                                                                            | (amounts in thousands, except per share data)
|Interest income:                                                            |                                              
|Loans, including fees                                                       | $   8,200                                    
|Investment securities:                                                      |                                              
|Taxable                                                                     | 992                                          
|Nontaxable                                                                  | 176                                          
|Federal funds sold                                                          | 20                                           
|Interest-bearing deposits in banks                                          | 9                                            
|                                                                            |                                              
|Total interest income                                                       | 9,397                                        
|                                                                            |                                              
|                                                                            |                                              
|Interest expense:                                                           |                                              
|Deposits                                                                    | 3,090                                        
|Federal funds purchased and securities sold
    under repurchase agreements | 80                                           
|Federal Home Loan Bank advances                                             | 705                                          
|Other borrowings                                                            | 23                                           
|                                                                            |                                              
|Total interest expense                                                      | 3,898                                        
|                                                                            |                                              
|                                                                            |                                              
|Net interest income                                                         | 5,499                                        
|                                                                            |                                              
|Provision for loan losses                                                   | 183                                          
|                                                                            |                                              
|                                                                            |                                              
|Net interest income after                                                   |                                              
|provision for loan losses                                                   | 5,316                                        
|                                                                            |                                              
|                                                                            |                                              
|Noninterest income:                                                         |                                              
|Service charges on deposit accounts                                         | 828                                          
|Mortgage origination fees                                                   | 304                                          
|Insurance commissions                                                       | 144                                          
|Gain (loss) on sale of securities                                           | 137                                          
|Other operating income                                                      | 469                                          
|                                                                            |                                              
|Total noninterest income                                                    | 1,882                                        
|                                                                            |                                              
|                                                                            |                                              
|Noninterest expense:                                                        |                                              
|Salaries and employee benefits                                              | 2,956                                        
|Net occupancy and equipment expense                                         | 768                                          
|Other operating expenses                                                    | 1,275                                        
|                                                                            |                                              
|Total noninterest expense                                                   | 4,999                                        
|                                                                            |                                              
|                                                                            |                                              
|Income before income taxes                                                  | 2,199                                        
|                                                                            |                                              
|Income tax expense                                                          | 702                                          
|                                                                            |                                              
|                                                                            |                                              
|Net income                                                                  | $  1,497                                     
|                                                                            |                                              
|                                                                            |                                              
|Earnings per share:                                                         |                                              
|Basic                                                                       | $    0.32                                    
|                                                                            |                                              
|Diluted                                                                     | $    0.31                                    
|                                                                            |                                              
|                                                                            |                                              
|Weighted average shares                                                     |                                              
|Basic                                                                       | 4,757                                        
|                                                                            |                                              
|Diluted                                                                     | 4,872                                        
|                                                                            |                                              
|                                                                            |                                              
|Cash dividends per common share                                             | $   0.08                                     
|                                                                            |                                              

See accompanying notes to consolidated financial statements.

4

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GB&T BANCSHARES, INC. AND SUBSIDIARIESConsolidated Statements of
Comprehensive IncomeThree months ended March 31,2002

2001(Dollars in thousands)(unaudited)Net Income

$             1,497

$              946Unrealized gains (losses) on securities
    available-for-sale arising during period, net of tax
(349)

582Reclassification adjustment for (gains) losses realized on
    securities available-for-sale in net income, net of
tax
(85)

(7)Other comprehensive income (loss)

(434)

575Comprehensive income

$             1,063

$             1,521




|                                               
|-----------------------------------------------
|Consolidated Statements of Stockholders' Equity
|Three Months Ended March 31, 2002              
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Balance, December 31, 2001                     
|                                               
|Net income                                     
|                                               
|Options exercised                              
|Dividends declared
     $0.08 per share        
|                                               
|Other comprehensive income                     
|                                               
|                                               
|Balance, March 31, 2002                        
|                                               

5

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Three months ended
  March 31,2002

2001(amounts in thousands)Operating ActivitiesNet income
$         1,497

$            946Adjustments to reconcile net income to net cash 
  Provided by operating activities:Depreciation
348

365Provision for loan losses
183

344Amortization and (accretion), net
23

83Securities (gains) losses, net
(137)

(11)Net increase in other assets
(480)

(162)Net increase (decrease) in other liabilities
(377)

421Net cash provided by operating activities
1,057

1,986Investing ActivitiesPurchase of investment securities available for sale
(14,420)

(15,526)Purchase of Federal Home Loan Bank stock
(1,765)

(150)Proceeds from sales of investment securities available for sale
11,116

1,736Principal collections and maturities of investment securitiesavailable for sale
4,962

13,390Net increase in interest-bearing deposits in other banks
(99)

(1,198)Net increase in federal funds sold
(8,509)

(5,807)Net increase in loans
(6,776)

(10,982)Proceeds from sales of real estate acquired through foreclosure
202

23Purchases of premises and equipment
(861)

(774)Net cash used in investing activities
(16,150)

(19,288)Financing ActivitiesNet increase in deposits
12,926

15,349Net decrease in federal funds purchased and securitiesSold under repurchase agreements
(8,084)

(3,413)Proceeds from issuance of long-term debt, other borrowings andFederal Home Loan Bank advances
19,500

3,000Payments on long-term debt, other borrowings and FederalHome Loan Bank advances
(8,100)

(365)Dividends paid to stockholders
(381)

(302)Proceeds from issuance of common stock
118

58Net cash provided by financing activities
15,979

14,327Net increase (decrease) in cash and due from banks
886

(2,975)Cash and due from banks at beginning of period
18,097

16,332Cash and due from banks at end of period
$       18,983

$       13,357Supplemental disclosure of cash paid during the period for:Interest
$         4,608

$         5,704Income taxes
$            580

$            285


See accompanying notes to consolidated financial statements.

6

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



NOTE 1.        
BASIS OF PRESENTATION

The unaudited consolidated financial statements include the accounts of GB&T Bancshares, Inc.
(“the Parent Company”) and its wholly owned subsidiaries, Gainesville Bank & Trust, United Bank & Trust,
Community Trust Bank and Community Loan Company (collectively “the Company”).

The accompanying unaudited consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, 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 adjustments) considered necessary for a fair presentation have been included. The results of operations for the
three-month period ended March 31, 2002 is not necessarily indicative of the results that may be expected for the year ending
December 31, 2002.

Prior period financial information has been restated for a business combination with Community
Trust Financial Services Corporation (and its wholly-owned subsidiaries, Community Trust Bank, Community Loan Company, and
Metroplex Appraisals, Inc.), which was consummated on June 30, 2001, and accounted for as a pooling of interests in conformity with
accounting principles generally accepted in the United States of America.



7

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



NOTE 2.      EARNINGS PER COMMON SHARE
(in
thousands, except per share data)

Presented below is a summary of the components used to calculate basic and diluted earnings per
share for the three month periods ended March 31, 2002 and 2001.

|                                            |   |       |       | Quarters ended
March31,
|------------------------------------------- | - | ----- | ----- | -----------------------
|                                            |   |       |       | 2002                   
|                                            |   |       |       |                        
|Basic Earnings Per Share:                   |   |       |       |                        
|Weighted
average common shares outstanding  |   | 4,757 |       | 4,657                  
|                                            |   |       |       |                        
|                                            |   |       |       |                        
|Net income                                  |   | $     | 1,497 | $                      
|                                            |   |       |       |                        
|                                            |   |       |       |                        
|Basic
earnings per share                    | $ | 0.32  | $     | 0.20                   
|                                            |   |       |       |                        
|                                            |   |       |       |                        
|Diluted Earnings Per Share:                 |   |       |       |                        
|Weighted
average common shares outstanding  |   | 4,757 |       | 4,657                  
|Net effect
of the assumed exercise of stock |   |       |       |                        
|options
based on the treasury stock method  |   |       |       |                        
|using
average market prices for the period  |   | 115   |       | 229                    
|                                            |   |       |       |                        
|Total
weighted average common shares and    |   |       |       |                        
|common
stock equivalents outstanding        |   | 4,872 |       | 4,886                  
|                                            |   |       |       |                        
|                                            |   |       |       |                        
|Net income                                  |   | $     | 1,497 | $                      
|                                            |   |       |       |                        
|                                            |   |       |       |                        
|Diluted earnings per share                  | $ | 0.31  | $     | 0.19                   
|                                            |   |       |       |                        

8

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GB&T BANCSHARES, INC. AND SUBSIDIARIES

Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION ANDRESULTS OF
OPERATIONS



The following is management’s discussion and analysis of certain significant factors which
have affected our financial position and operating results including our wholly-owned subsidiaries, Gainesville Bank & Trust,
United Bank & Trust, Community Trust Bank and Community Loan Company during the periods included in the accompanying
consolidated financial statements.

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 our 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 our operations.

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 we operate);
2. competition from other companies that provide financial services similar to those we offer;
3. government regulation and legislation;
4. changes in interest rates; and
5. unexpected changes in the financial stability and liquidity of our 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

We reported consolidated total assets of $564 million at March 31, 2002 compared to $548 million
at December 31, 2001, representing an increase of $16 million or 2.9% for the three month period.  We continued to experience
growth in total assets, loans and deposits during the three months ended March 31, 2002. Total loans increased by $7 million or
1.6% for the three months ended March 31, 2002.  Total deposits increased $13 million or 3.0% for the three months ended March
31, 2002.  Deposit growth outpaced loan growth during the period resulting in a loan to deposit ratio of 96.7%, down slightly
from 98.1% at December 31, 2001.

The Company borrowed funds during the quarter of $4,000,000 from a bank to refund current
borrowings and to contribute capital to Gainesville Bank & Trust.  The Company also made advances on the Federal Home Loan
Bank line of credit of $9,500,000, net of repayments to replace short-term deposits with longer term funds.

9

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)

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 our ability to meet those needs.  We seek 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 we maintain relationships with correspondent banks which could provide funds on short notice. 
As of
March 31, 2002, we had borrowed under Federal funds purchase lines and securities sold under agreement to repurchase, $11.6 million
compared to $19.7 million at December 31, 2001.

Our liquidity and capital resources are monitored on a periodic basis by management, 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 we generate and accessing available funds through various borrowing arrangements. 
Our short-term investments and
available borrowing arrangements are adequate to cover any reasonably anticipated immediate need for funds.

Our liquidity ratio was 19.77% at March 31, 2002, above our policy minimum ratio of 15%. 
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 relationships with the Federal Home Loan Bank of Atlanta, which provide funding for loan growth on an as needed
basis.

10

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)



As of March 31, 2002, the Company and the Banks were considered to be well-capitalized as defined
in the FDIC Improvement Act and based on regulatory minimum capital requirements.  The Company and its bank
subsidiaries’ actual capital ratios are presented in the following table.

|                                        |        |  | FOR CAPITAL |  | TO BE      
|--------------------------------------- | ------ |  | ----------- |  | -----------
|                                        |        |  | ADEQUACY    |  | WELL       
|                                        | ACTUAL |  | PURPOSES    |  | CAPITALIZED
|                                        |        |  |             |  |            
|                                        |        |  |             |  |            
|As of March 31, 2002                    |        |  |             |  |            
|Total Capital to Risk Weighted Assets:  |        |  |             |  |            
|Consolidated                            | 11.33% |  | 8%          |  | N\A        
|Gainesville Bank & Trust                | 10.34% |  | 8%          |  | 10%        
|United Bank & Trust                     | 13.04% |  | 8%          |  | 10%        
|Community Trust Bank                    | 10.89% |  | 8%          |  | 10%        
|Tier I Capital to Risk Weighted Assets: |        |  |             |  |            
|Consolidated                            | 10.08% |  | 4%          |  | N\A        
|Gainesville Bank & Trust                | 9.16%  |  | 4%          |  | 6%         
|United Bank & Trust                     | 12.05% |  | 4%          |  | 6%         
|Community Trust Bank                    | 9.66%  |  | 4%          |  | 6%         
|Tier I Capital to Average Assets:       |        |  |             |  |            
|Consolidated                            | 8.06%  |  | 4%          |  | N\A        
|Gainesville Bank & Trust                | 7.22%  |  | 4%          |  | 5%         
|United Bank & Trust                     | 9.08%  |  | 4%          |  | 5%         
|Community Trust Bank                    | 7.95%  |  | 4%          |  | 5%         

Results of Operations

Our profitability is determined by our 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 our control, our ability to generate net interest income is
dependent upon our 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 interest margin was 4.33% for the three months ended March 31, 2002, compared
to 4.48% for the same period in 2001.  This 15 basis point decrease is primarily due to the current interest rate environment.
The net interest margin is also negatively affected by faster repricing of our interest-earning assets over interest-bearing
liabilities.  In the first three months of 2002, the yield on earning assets decreased to 7.40% from 9.34%, for the same
period in 2001, while the cost of interest bearing liabilities decreased to 3.54% from 5.56%.

Net interest income increased $196,000 or 3.70% for the three months ended March 31, 2002 compared
to the same period in 2001.  The net increase consists of a decrease in interest income of $1,668,000 or 15.07% less a
decrease in interest expense of $1,864,000 or 32.35% for the three-month period. 
The increase in net interest income is due
to a combination of the increase in the interest rate differential to 3.86% for the three months ended March 31, 2002 from 3.78%
for the same period in 2001 and increases in volume.

11

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)



Our provision for loan losses decreased by $161,000 or 46.80% during the three months ended March
31, 2002 as compared to the same period in 2001.  The decrease was primarily attributable to the decrease in nonaccrual loans
and in loans past due over 90 days.  The analysis below indicates an increase of $16,000 in net charge-offs for the three
months ended March 31, 2002 as compared to the same period in 2001.  The allowance for loan losses at March 31, 2002 was
$5,540,000 or 1.30% of total loans compared to 1.32% at March 31, 2001.  Based on management’s evaluation, the allowance
is adequate to absorb any potential loan losses at March 31, 2002.  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 three-month period ended
March 31, 2002 and 2001.

| |                                                        |   | 2002                   |  |   | 2001   
| | ------------------------------------------------------ | - | ---------------------- |  | - | -------
| |                                                        |   |                        |  |   |        
| |                                                        |   | (Dollars in
Thousands)
| |                                                        |   |                       
| | Average amount of loans
outstanding                    | $ | 420,405                |  | $ | 388,434
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| | Allowance for loan losses
balance, beginning of period | $ | 5,522                  |  | $ | 5,099  
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| | Less charge-offs                                       |   |                        |  |   |        
| | Commercial loans                                       |   | -                      |  |   | (21)   
| | Real estate loans                                      |   | -                      |  |   | (3)    
| | Consumer loans                                         |   | (222)                  |  |   | (174)  
| |                                                        |   |                        |  |   |        
| | Total
Charge-offs                                      |   | (222)                  |  |   | (198)  
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| | Plus recoveries                                        |   |                        |  |   |        
| | Commercial loans                                       |   | 1                      |  |   | 2      
| | Real estate loans                                      |   | 3                      |  |   | 3      
| | Consumer loans                                         |   | 53                     |  |   | 44     
| |                                                        |   |                        |  |   |        
| | Total
recoveries                                       |   | 57                     |  |   | 49     
| |                                                        |   |                        |  |   |        
| | Net charge-offs                                        |   | (165)                  |  |   | (149)  
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| | Plus provision for loan losses                         |   | 183                    |  |   | 344    
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| | Allowance for loan losses
balance, end of period       | $ | 5,540                  |  | $ | 5,294  
| |                                                        |   |                        |  |   |        
| |                                                        |   |                        |  |   |        
| | Net charge-offs to average loans                       |   | 0.039%                 |  |   | 0.038% 
| |                                                        |   |                        |  |   |        

12

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)



The following table is a summary of nonaccrual, past due and restructured debt. The numbers
indicate decreases of $1,317,000 in nonaccrual loans and decreases of $63,000 in past due loans over 90 days. The decrease in
nonaccrual real estate loans was due primarily to the foreclosure on one loan secured by real estate.  The majority of the
nonaccrual and past due balances in consumer loans are related to Community Loan Company, our consumer finance company.  Due
to the nature of the consumer finance business, these levels are normal and will consistently remain higher than those seen in the
banking industry.  Community Loan Company’s reserve for loan loss is also higher to cover these higher levels of
nonaccrual and past due loans.   There is minimal or no loss anticipated on the remaining real estate loans in nonaccrual
and past due loans due to the value of the underlying collateral.



| |                   | March 31, 2002
| | ----------------- | --------------
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| | Real estate loans | $             
| | Commercial loans  |               
| | Consumer loans    |               
| |                   |               
| | Total             | $             
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| |                   |               
| | Real estate loans | $             
| | Commercial loans  |               
| | Consumer loans    |               
| |                   |               
| | Total             | $             
| |                   |               

Our 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.

13

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GB&T BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)



Other income for the three months ended March 31, 2002, increased by $487,000 or 34.91% compared
to the same period in 2001.  Service charges increased by $33,000 and mortgage origination fees increased by $139,000. Gain on
sale of securities increased by $126,000 and gain on sale of assets increased by $115,000 resulting from the sale of Cash
Transactions, LLC during the first quarter of 2002.  The increases in other income were partially offset by a $14,000 decrease
in insurance commissions.  Mortgage origination fees increased as a result of refinancing activity spurred by the decline in
mortgage rates.

Other expenses decreased by approximately $2,000 or 0.04% for the three months ended March 31,
2002 compared to the same period in 2001.  The decrease is due primarily to a decrease in audit and professional fees of
$127,000, which is mostly offset by an increase in salaries and employee benefits of $124,000.  Net occupancy and equipment
expense remained constant in 2002 as compared to 2001.

Income tax expense increased by $295,000 for the three months ended March 31, 2002, compared to
the same period last year. The effective tax rate for the three-month period was 31.92%, compared to 30.08% for the same period in
2001.

Net income increased by $551,000 or 58.25%, for the three months ended March 31, 2002 compared to
the same period in 2001.  Exclusive of non-recurring merger expenses of $110,000 incurred during the first quarter of 2001,
net income increased by $441,000 or 41.76%.

During the third quarter of 2001, we signed contracts with Jack Henry & Associates, Inc. to
purchase hardware and software solutions to better equip the company for future operations.  These contracts amounted to
approximately $1,200,000 and will afford us growth potential and allow us to process all affiliates on the same system.  The
conversion to the new system is anticipated to be complete by the third quarter of 2002. 
As of March 31, 2002, approximately
$600,000 remains to be paid on the contracts.

We are 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.  We are not aware of any current recommendations by the regulatory authorities, which, if they were
implemented, would have such an effect.

14

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GB&T BANCSHARES, INC. AND SUBSIDIARIES



Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our net interest income and the fair value of our financial instruments (interest earning assets
and interest bearing liabilities) are influenced by changes in market interest rates. We actively manage our exposure to interest
rate fluctuations through policies established by the 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.



PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K

(a)Reports on Form 8-K

We did not file a report on Form 8-K during the quarter ending March 31, 2002.





15

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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



GB&T BANCSHARES, INC.



DATE: 5/13/2002                
                            
BY: /s/ Richard A. HuntRichard A. Hunt, Jr.President and Chief
Executive Officer



DATE: 5/13/2002                                            
BY: /s/ Gregory L. HambyGregory L. HambyExecutive Vice President &Chief Financial Officer