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      JUNE 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 August 1, 1999: 2,109,555 shares; $5 par value

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



<PAGE>
<PAGE>

<TABLE>
<CAPTION>

                                          GB&T BANCSHARES, INC. AND SUBSIDIARY


                                                          INDEX


                                                                                                       PAGE NO.
                                                                                                       --------
<S>          <C>                                                                                         <C>
PART I.      FINANCIAL INFORMATION

             ITEM 1.  FINANCIAL STATEMENTS

                 CONSOLIDATED BALANCE SHEET -  JUNE 30, 1999...............................................1

                 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME -
                    THREE MONTHS ENDED JUNE 30, 1999 AND 1998 AND SIX MONTHS
                    ENDED JUNE 30, 1999 AND 1998 ..........................................................2

                 CONSOLIDATED STATEMENTS OF CASH FLOWS - SIX MONTHS ENDED
                    JUNE 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................14

             ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................................14

             SIGNATURES...................................................................................15
</TABLE>
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      GB&T BANCSHARES, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1999
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

ASSETS
------

Cash and due from banks                                                $ 7,573
Interest-bearing deposits in banks                                         194
Federal funds sold                                                          75
Securities available-for-sale, at fair value                            39,040

Loans                                                                  167,037
Less allowance for loan losses                                           1,948
                                                              -----------------
     Loans, Net                                                        165,089
                                                              -----------------

Premises and equipment                                                   4,680
Other assets                                                             4,749

                                                              =================
     TOTAL ASSETS                                                    $ 221,400
                                                              =================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Deposits
   Demand                                                             $ 21,907
   Interest-bearing demand                                              48,722
   Savings                                                               3,961
   Time deposits                                                       109,936
                                                              -----------------
     Total deposits                                                    184,526

Other borrowings                                                        18,727

Other liabilities                                                        2,205
                                                              -----------------
     TOTAL LIABILITIES                                                 205,458
                                                              -----------------

Stockholders' Equity
   Common Stock, par value $5; 10,000,000
       shares authorized; 2,109,555 shares
       issued and outstanding                                           10,548
   Capital surplus                                                         257
   Retained earnings                                                     5,364
   Accumulated other comprehensive
       losses, net of tax                                                 (227)
                                                              -----------------
     TOTAL STOCKHOLDERS' EQUITY                                         15,942
                                                              -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 221,400
                                                              =================

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


<PAGE>
<PAGE>

                       GB&T BANCSHARES, INC. AND SUBSIDIARY

            CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                   THREE MONTHS ENDED JUNE 30, 1999 AND 1998 AND
                        SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                                         (UNAUDITED)
                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                   THREE MONTHS ENDED              SIX MONTHS ENDED
                                                          JUNE 30,                      JUNE 30,
                                                 ---------------------------   ---------------------
                                                      1999          1998         1999       1998
                                                   -------------  ----------   ---------  ----------
<S>                                                  <C>           <C>          <C>        <C>
Interest income

   Loans                                                  3,896       3,137       7,315       6,224
   Taxable securities                                       472         432         894         807
   Nontaxable securities                                     39          29          77          57
   Federal funds sold                                        44         157         123         317
   Interest-bearing deposits in banks                         1           5           6          10
                                                   -------------  ----------   ---------  ----------
     Total interest income                                4,452       3,760       8,415       7,415
                                                   -------------  ----------   ---------  ----------

INTEREST EXPENSE
   Deposits                                               1,886       1,842       3,730       3,705
   Other borrowings                                         165          31         225          47
                                                   -------------  ----------   ---------  ----------
     Total interest expense                               2,051       1,873       3,955       3,752
                                                   -------------  ----------   ---------  ----------

     NET INTEREST INCOME                                  2,401       1,887       4,460       3,663
Provision for loan losses                                   105         126         210         252
                                                   -------------  ----------   ---------  ----------
     NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES                           2,296       1,761       4,250       3,411
                                                   -------------  ----------   ---------  ----------

OTHER INCOME
   Service charges on deposit accounts                      194         155         329         285
   Mortgage origination fees                                 61         113         134         187
   Gain on sale of loans                                      -         132          34         151
   Other operating income                                   101          59         239         163
                                                   -------------  ----------   ---------  ----------
     TOTAL OTHER INCOME                                     356         459         736         786
                                                   -------------  ----------   ---------  ----------

OTHER EXPENSES
   Salaries and other employee benefits                     961         885       1,896       1,685
   Occupancy expenses                                       119         130         247         247
   Equipment expenses                                       168         146         294         275
   Other operating expenses                                 505         424       1,031         795
                                                   -------------  ----------   ---------  ----------
     TOTAL OTHER EXPENSES                                 1,753       1,585       3,468       3,002
                                                   -------------  ----------   ---------  ----------

     INCOME BEFORE INCOME TAXES                             899         635       1,518       1,195

Income tax expense                                          301         206         496         389
                                                   -------------  ----------   ---------  ----------

    NET INCOME                                              598         429       1,022         806
                                                   -------------  ----------   ---------  ----------

OTHER COMPREHENSIVE INCOME:
   Unrealized losses on securities
    available-for-sale arising during period,
    net of tax                                              (281)         (3)       (378)         (3)

                                                   =============  ==========   =========  ==========
     COMPREHENSIVE INCOME                           $        317   $     426    $    644   $     803
                                                   =============  ==========   =========  ==========

BASIC EARNINGS PER COMMON SHARE                     $      0.28    $   0.20     $  0.49    $   0.38
                                                   =============  ==========   =========  ==========

DILUTED EARNINGS PER COMMON SHARE                   $      0.26    $   0.19     $  0.45    $   0.37
                                                   =============  ==========   =========  ==========

CASH DIVIDENDS PER COMMON SHARE                     $      0.06    $   0.06     $  0.12    $   0.06
                                                   =============  ==========   =========  ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


<PAGE>
<PAGE>
                                        GB&T BANCSHARES, INC. AND SUBSIDIARY

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                                     (UNAUDITED)
                                               (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                1999                      1998
                                                                           ----------------            ------------
<S>                                                                             <C>                     <C>
OPERATING ACTIVITIES
  Net income                                                                    $    1,022               $     806
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation                                                                      208                     205
     Provision for loan losses                                                         210                     252
     Other operating activities                                                       (321)                 (1,029)

                                                                               ------------             -----------
          Net cash provided by operating activities                                  1,119                     234
                                                                               ------------             -----------

INVESTING ACTIVITIES
   Purchases of securities available-for-sale                                      (15,867)                (15,134)
   Proceeds from maturities of securities available-for-sale                         8,071                   8,051
   Net (increase)decrease in interest-bearing deposits in banks                         60                    (402)
   Net decrease in Federal funds sold                                                9,618                     260
   Net increase in loans                                                           (28,849)                 (2,507)
   Purchase of premises and equipment                                                 (366)                   (357)

                                                                               ------------             -----------
          Net cash used in investing activities                                    (27,333)                (10,089)
                                                                               ------------             -----------

FINANCING ACTIVITIES
   Net increase in deposits                                                          8,079                   5,516
   Net increase in other borrowings                                                 16,309                   2,052
   Issuance of stock                                                                   244                       -
   Dividends paid                                                                     (252)                   (101)
                                                                               ------------             -----------
          Net cash provided by financing activities                                 24,380                   7,467
                                                                               ------------             -----------

Net decrease in cash and due from banks                                             (1,834)                 (2,388)

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

                                                                               ============             ===========
Cash and due from banks at end of period                                        $    7,573               $   6,700
                                                                               ============             ===========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


<PAGE>
<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 six month period ended June 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.



<PAGE>
<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):

<TABLE>
<CAPTION>
                                                                Three Months Ended June 30, 1999
                                                    ----------------------------------------------------------
                                                          Net             Weighted-Average        PER SHARE
                                                        Income                 Shares               AMOUNT
                                                    ----------------     ------------------     --------------
          <S>                                         <C>                     <C>                 <C>

          Basic EPS                                   $   598,000             2,108,216           $    0.28
                                                                                                  ==========

          Effect of Dilutive Securities
             Stock options                                      -               154,887
                                                      ------------         ------------
          Diluted EPS                                 $   598,000             2,263,102           $    0.26
                                                      ============         =============          ==========

<CAPTION>
                                                                Three Months Ended June 30, 1998
                                                    ----------------------------------------------------------
                                                         Net             Weighted-Average         Per share
                                                        Income                Shares                Amount
                                                    ----------------     ------------------     --------------

          Basic EPS                                   $  429,000              2,095,171           $    0.20
                                                                                                  ==========
          Effect of Dilutive Securities
             Stock options                                     -                96,426
                                                      -----------          ------------
          Diluted EPS                                 $  429,000              2,191,597           $    0.19

                                                      ===========          =============          ==========

<CAPTION>
                                                                  Six Months Ended June 30, 1999
                                                    ----------------------------------------------------------
                                                          Net             Weighted-Average        PER SHARE
                                                        Income                 Shares               AMOUNT
                                                    ----------------     ------------------     --------------

          Basic EPS                                   $ 1,022,000             2,105,812           $    0.49
                                                                                                  ==========

          Effect of Dilutive Securities
             Stock options                                      -               155,827
                                                      ------------         -------------

          Diluted EPS                                 $ 1,022,000             2,261,639           $    0.45
                                                      ============         =============          ==========

<CAPTION>
                                                                 Six Months Ended June 30, 1998
                                                    ----------------------------------------------------------
                                                         Net             Weighted-Average
                                                        Income                Shares             Per share
                                                                                                  Amount
                                                    ----------------     ------------------     --------------

          Basic EPS                                   $  806,000              2,095,171           $    0.38
                                                                                                  ==========
          Effect of Dilutive Securities
             Stock options                                     -                 96,426
                                                      -----------          -------------
          Diluted EPS                                 $  806,000              2,191,597           $     0.37
                                                      ===========          =============          ===========
</TABLE>

<PAGE>
<PAGE>

NOTE 4.   EARNINGS PER COMMON SHARE

          GB&T Bancshares, Inc. declared a stock dividend in the form of a stock
          split 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.









<PAGE>
<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  $25,238,000 or 12.9%,  for the six months
ended June 30, 1999.  Total loans  increased by $28,814,000 or 20.8% for the six
months  ended June 30, 1999.  The loan to deposit  ratio as of June 30, 1999 was
90.52%,  over the Company's target range of 75% to 80%, as compared to 78.34% at
June 30, 1998, reflecting continued strong loan demand. In order to satisfy this
growing loan demand,  the Company  obtained  Federal Home Loan Bank  advances to
enable the Company to maintain adequate  liquidity.  Total deposits increased by
$8,079,000  or 4.58%,  for the six months  ended June 30,  1999.  This  moderate
growth is due to a competitive  market and the Company's focus on growth in core
deposits versus higher yielding  certificates of deposit.  In recent years,  the
Bank has  experienced a  significant  increase in  competitive  pressures in its
growing deposit market.

LIQUIDITY

As of June 30, 1999, the Bank's liquidity ratio was 20.55% compared to 27.45% at
June 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 and a lesser increase in deposits
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.


<PAGE>
<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 June 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                                               7.58%
    Risk-based capital ratios:
      Core capital                                                       9.71%
      Total capital                                                     10.88%




<PAGE>
<PAGE>

RESULTS OF OPERATIONS

Net  interest  income  increased  $514,000 or  27.24% for the three months ended
June 30, 1999 compared to the same period in 1998.  The net increase consists of
an increase in interest income of $692,000 or 18.4% less an increase in interest
expense of $178,000 or 9.50% for the three month  period.  Net  interest  income
increased  $797,000 or 21.76% for the six months ended June 30, 1999 compared to
the same period in 1998.  The net  increase  consists of an increase in interest
income of $1,000,000 or 13.49% less an increase in interest  expense of $203,000
or 5.41%  for the six month  period.  The  increase  in  interest  income is due
primarily  to the growth in total  interest-earning  assets of $40 million  from
June 30, 1998 to June 30, 1999.  Total  interest-bearing  liabilities  increased
during the same period by $39  million.  The net  interest  margin was 4.83% and
4.65% for the six months ended June 30, 1999 and 1998, respectively.

The Bank's  provision  for loan  losses  decreased  by $21,000 or 17% during the
three  months  ended June 30, 1999 as  compared to the same period in 1998.  The
Bank's  provision  for loan  losses  decreased  by $42,000 or 17% during the six
months ended June 30, 1999 as compared to the same period in 1998. The allowance
for loan losses at June 30, 1999 was $1,948,000 or 1.17% of total loans compared
to 1.35% at June 30, 1998.  Based on management's  evaluation,  the allowance is
adequate to absorb any anticipated loan losses at June 30, 1999.

The  decrease in the  provision  for loan losses for the six month  period ended
June  30,  1999  as  compared  to 1998  is  based  on a  strong  economy  and no
significant  increases in net  charge-offs.  The analysis below indicates only a
slight  increase  in net  charge-offs  in the six months  ended June 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 six months  periods ended
June 30, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                             1999                1998
                                                                       -----------------   -----------------
                                                                               (DOLLARS IN THOUSANDS)
                                                                       -------------------------------------
      <S>                                                              <C>                 <C>
      AVERAGE AMOUNT OF LOANS OUTSTANDING                              $        149,610    $        120,518
                                                                       =================   =================

                                                                       -----------------   -----------------

      ALLOWANCE FOR LOAN LOSSES BALANCE, BEGINNING OF PERIOD           $          1,773    $          1,433
                                                                       -----------------   -----------------

      LESS CHARGE-OFFS
         Commercial loans                                                           (18)                (21)
         Consumer  loans                                                            (22)                 (9)

      PLUS RECOVERIES
         Commercial loans
                                                                                      2                   4
         Consumer loans                                                               3                   7
                                                                       -----------------   -----------------
         Net charge-offs                                                            (35)                (19)
                                                                       -----------------   -----------------

      PLUS PROVISION FOR LOAN LOSSES                                                210                 252
                                                                       -----------------   -----------------

      ALLOWANCE  FOR LOAN LOSSES BALANCE, END OF PERIOD                $          1,948    $          1,666
                                                                       =================   =================

      RATIO OF NET CHARGE-OFFS TO AVERAGE LOANS OUTSTANDING                        .02%                .02%
                                                                       =================   =================
</TABLE>




<PAGE>
<PAGE>

The following table is a summary of nonaccrual,  past due and restructured debt.
The numbers  indicate  decreases of $67,000 in nonaccrual loans and decreases of
$359,000 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>
                                                              June 30,1999
                                          --------------------------------------------------------
                                                                Past Due
                                             Nonaccural          90 Days           Restructured
                                                Loans             Still                Debt
                                                                 Accruing
                                          ----------------   ---------------    ------------------
                                                          (Dollars in Thousands)
                                          --------------------------------------------------------
       <S>                                <C>                <C>                <C>

       Real estate loans                  $             -    $            -     $               -
       Commercial loans                                 -                74                     -
       Consumer loans                                   -                17                     -
                                          ----------------   ---------------    ------------------
                                          ================   ===============    ==================
               Total                      $             -    $           91     $               -
                                          ================   ===============    ==================


                                                              June 30, 1998
                                          --------------------------------------------------------
                                                                 Past Due
                                             Nonaccural          90 Days           Restructured
                                                Loans             Still                Debt
                                                                 Accruing
                                          ----------------   ---------------    ------------------
                                                          (Dollars in Thousands)
                                          --------------------------------------------------------

       Real estate loans                  $            54    $          442     $               -
       Commercial loans                                 -                 -                     -
       Consumer loans                                  13                 8                     -
                                          ----------------   ---------------    ------------------
                                          ================   ===============    ==================
               Total                      $            67    $          450     $               -
                                          ================   ===============    ==================
</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.

Other income for the three  months ended June 30, 1999  decreased by $103,000 or
22.44%  compared to the same  period in 1998.  The  decrease in other  income is
primarily due to,  decreases in gain on sale of loans of $132,000,  and mortgage
origination  fees of  $52,000.  Service  charges  increased  $39,000  and  other
miscellaneous income increased by $42,000. Other income for the six months ended
June 30, 1999 decreased by $50,000 or 6.36% compared to the same period in 1998.
The decrease in other income is primarily  due to,  decreases in gain on sale of
loans of $117,000 and decreases in mortgage origination fees of $53,000. Service
charges  increased  by  $44,000  and other  miscellaneous  income  increased  by
$76,000.

Other expenses increased by approximately $168,000 or 10.6% for the three months
ended June 30, 1999  compared to the same  period in 1998.  The  increase is due
primarily  to an increase  in salaries  and  employee  benefits of $76,000.  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 is not
related to any one significant  item, but includes normal increases in operating
expenses.  Other expenses increased by approximately  $466,000 or 15.52% for the
six months ended June 30, 1999 compared to the same period in 1998. The increase
is due  primarily to an increase in salaries and employee  benefits of $211,000.
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 is
not related to any one  significant  item,  but  includes  normal  increases  in
operating expenses.

Income tax expense increased by $95,000 for the three months ended June 30, 1999
compared to the three months ended June 30, 1998.  Income tax expense  increased
by $107,000  for the six months  ended June 30, 1999  compared to the six months
ended June 30, 1998.  The  effective tax rate for the three and six month period
in 1999 was 33% compared to 33% for the same period in 1998.

Net income  increased  by  $169,000  for the three  months  ended June 30,  1999
compared to the same period in 1998.  Net income  increased  by $216,000 for the
six months ended June 30, 1999 compared to the same period in 1998. The increase
in net  income is  attributable  to growth in  interest  earning  assets  and an
improving net interest margin.

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.


<PAGE>
<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 June 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  June  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.

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

<PAGE>
<PAGE>

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.




<PAGE>
<PAGE>




                           PART II - OTHER INFORMATION



ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          The annual meeting of the  Shareholders of GB&T  Bancshares,  Inc. was
          held on May 10, 1999. The meeting had been called  pursuant to written
          notice for the purpose of considering  and voting upon the election of
          ten directors to constitute  the Board of Directors to serve until the
          next  annual  meeting  and until  their  successors  are  elected  and
          qualified. The results of the voting were as follows:

          Election of Directors

                                                FOR       AGAINST    WITHHELD
                                             ---------    -------    --------
             Donald J. Carter                1,589,584       0         250
             J. Grady Coleman                1,589,584       0         250
             Dr. John W. Darden              1,589,584       0         250
             Bennie E. Hewett                1,589,834       0           0
             Richard A. Hunt, Jr.            1,589,584       0         250
             John E. Mansfield, Sr.          1,589,584       0         250
             F. Abit Massey                  1,589,584       0         250
             Samuel L. Oliver                1,589,584       0         250
             Alan A. Wayne                   1,589,584       0         250
             Phillip A. Wilheit              1,589,584       0         250


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)     Exhibits.

                  27. Financial Data Schedule (for SEC use only)

          (b)     Reports on Form 8-K.

                  None




<PAGE>
<PAGE>

                                   SIGNATURES



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




GB&T BANCSHARES, INC.



DATE: 8/13/99                          BY: /s/ Richard A. Hunt
     --------------                       -------------------------------
                                          Richard A. Hunt
                                          President and Chief Executive Officer


DATE: 8/13/99                          BY: /s/ Gregory L. Hamby
     --------------                       -------------------------------
                                          Gregory L. Hamby
                                          Chief Financial Officer