SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

Mark One

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

             For the quarterly period ended    March 31, 2000
                                            -------------------

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

             For the transition period from __________ to __________

                        Commission File Number: 000-24203

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


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


                         500 Jesse Jewell Parkway, S.E.
                           Gainesville, Georgia 30501
                     ---------- --------------------------
                    (Address of principal executive offices)

                                 (770) 532-1212
                            --------------------------
                           (Issuer's telephone number)

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

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

Yes   /X/        No    / /


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 31, 2000: 2,764,213 shares; $5 par value
<PAGE>



                              GB&T BANCSHARES, INC.

                                                      TABLE OF CONTENTS
                                                      -----------------
<TABLE>
<CAPTION>
                                                                                                                      Page No.
                                                                                                                      --------
<S>                                                                                                                       <C>
PART I.           FINANCIAL INFORMATION

                  Item 1.  FINANCIAL STATEMENTS

                      Consolidated Balance Sheets - March 31,2000 (Unaudited)
                      And December 31, 1999................................................................................1

                      Consolidated Statements of Income (Unaudited)-
                         Three months ended March 31, 2000 and 1999 .......................................................2

                      Consolidated Statements of Cash Flows (Unaudited) -
                         Three months ended March 31, 2000 and 1999 .......................................................3

                      Consolidated Statements of Comprehensive Income (Unaudited)-
                         Three Months Ended March 31, 2000 and 1999........................................................4

                      Consolidated Statements of Stockholders' Equity (Unaudited)..........................................4

                      Notes to Consolidated Financial Statements.........................................................5-7

                  Item 2.  Management's Discussion and Analysis of
                                 Financial Condition and Results of Operations..........................................8-12

                  Item 3.  Quantitative and Qualitative Disclosures About Market Risk.....................................12

PART II.          OTHER INFORMATION

                  Item 1.  Legal Proceedings..............................................................................13
                  Item 2.  Changes in Securities..........................................................................13
                  Item 3.  Defaults upon Senior Securities................................................................13
                  Item 4.  Submission of Matters to a Vote of Security Holders.................................. .........13
                  Item 5.  Other Information..............................................................................13
                  Item 6.  Exhibits and Reports on Form 8-K...............................................................13

                  Signatures..............................................................................................14
</TABLE>
<PAGE>
                           PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 2000 AND DECEMBER 31, 1999

(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                              2000           1999
                                                           ---------      ---------
Assets
------
<S>                                                        <C>            <C>
Cash and due from banks                                    $  11,915      $  10,047
Interest-bearing deposits in banks                               547          1,511
Federal funds sold                                             1,689          2,532
Securities available-for-sale, at fair value                  50,339         49,218

Loans                                                        243,945        234,741
Less allowance for loan losses                                 3,038          2,876
                                                           ---------      ---------
     Loans, Net                                              240,907        231,865
                                                           ---------      ---------

Premises and equipment                                         6,797          6,849
Other assets                                                   6,219          5,927

                                                           ---------      ---------
     TOTAL ASSETS                                          $ 318,413      $ 307,949
                                                           =========      =========

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

Deposits

   Demand                                                  $  35,702      $  27,336
   Interest-bearing demand                                    57,629         59,128
   Savings                                                     7,980          7,825
   Time deposits                                             147,446        146,551
                                                           ---------      ---------
     Total deposits                                          248,757        240,840

Federal Home Loan Bank Advances                               34,154         28,154
Other borrowings                                              10,047         14,030
Other liabilities                                              3,683          3,413
                                                           ---------      ---------
     TOTAL LIABILITIES                                       296,641        286,437
                                                           ---------      ---------

Stockholders' Equity

   Common Stock, par value $5; 10,000,000
       shares authorized; 2,764,213 shares and
       2,763,651 issued and outstanding, respectively         13,821         13,818
   Capital surplus                                             1,141          1,137
   Retained earnings                                           7,642          7,270
   Accumulated other comprehensive
       loss, net of tax                                         (832)          (713)
                                                           ---------      ---------
     TOTAL STOCKHOLDERS' EQUITY                               21,772         21,512
                                                           ---------      ---------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $ 318,413      $ 307,949
                                                           =========      =========
</TABLE>

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

                                         1
<PAGE>
GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999

(In Thousands, except per share amounts)
<TABLE>
<CAPTION>
                                            ----------------------------
                                               2000              1999
                                            -----------      -----------
<S>                                         <C>              <C>
Interest income
   Loans                                    $     5,721      $     4,151
   Taxable securities                               678              525
   Nontaxable securities                             73               38
   Federal funds sold                                76               95
   Interest-bearing deposits in banks                 9               29
                                            -----------      -----------
     Total interest income                        6,557            4,838
                                            -----------      -----------

Interest expense

   Deposits                                       2,649            2,186
   Other borrowings                                 634               69
                                            -----------      -----------
     Total interest expense                       3,283            2,255
                                            -----------      -----------

     Net interest income                          3,274            2,583
Provision for loan losses                           170              234
                                            -----------      -----------
     Net interest income after

      provision for loan losses                   3,104            2,349
                                            -----------      -----------

Other income

   Service charges on deposit accounts              252              233
   Mortgage origination fees                         32               84
   Gain on sale of loans                             34               34
   Loss on sale of securities                       (12)            --
   Other operating income                           176              154
                                            -----------      -----------
     Total other income                             482              505
                                            -----------      -----------

Other expenses

   Salaries and other employee benefits           1,406            1,156
   Occupancy expenses                               158              155
   Equipment expenses                               216              171
   Other operating expenses                         802              663
                                            -----------      -----------
     Total other expenses                         2,582            2,145
                                            -----------      -----------

     Income before income taxes                   1,004              709

Income tax expense                                  398              221
                                            -----------      -----------

    Net Income                              $       606      $       488
                                            ===========      ===========

Earnings Per Share

   Basic                                    $      0.22      $      0.18
                                            ===========      ===========
   Diluted                                  $      0.21      $      0.17
                                            ===========      ===========

Weighted Average Shares

   Basic                                      2,764,190        2,749,912
                                            ===========      ===========
   Diluted                                    2,877,796        2,910,413
                                            ===========      ===========

Cash dividends per common share             $      0.07      $      0.06
                                            ===========      ===========
</TABLE>

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


                                        2
<PAGE>
GB&T BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 & 1999

(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                 ----------------------
                                                                   2000           1999
                                                                 --------      --------
<S>                                                              <C>           <C>
OPERATING ACTIVITIES
  Net income                                                     $    606      $    488
  Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation                                                     163           137
     Provision for loan losses                                        170           234
     Other operating activities                                      (140)          342

                                                                 --------      --------
          Net cash provided by operating activities                   799         1,201
                                                                 --------      --------

INVESTING ACTIVITIES

   Purchases of securities available-for-sale                      (2,109)       (1,202)
   Proceeds from maturities of securities available-for-sale          988           500
   Net decrease in interest-bearing deposits in banks                 964         1,936
   Net decrease in Federal funds sold                                 843         4,520
   Net increase in loans                                           (9,213)      (10,703)
   Purchase of premises and equipment                                (111)         (247)

                                                                 --------      --------
          Net cash used in investing activities                    (8,638)       (5,196)
                                                                 --------      --------

FINANCING ACTIVITIES

   Net increase in deposits                                         7,917           298
   Net increase in FHLB advances                                    6,000          --
   Net increase (decrease) in other borrowings                     (3,983)        2,445
   Issuance of stock                                                    6            88
   Dividends paid                                                    (233)         (234)
                                                                 --------      --------
          Net cash provided by financing activities                 9,707         2,597
                                                                 --------      --------

Net increase (decrease) in cash and due from banks                  1,868        (1,398)

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

                                                                 --------      --------
Cash and due from banks at end of period                         $ 11,915      $  9,175
                                                                 ========      ========
</TABLE>

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

                                            3
<PAGE>
GB&T BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2000 AND 1999

(Dollars in thousands)

                                                                 March 31,
                                                             -----------------
                                                              2000       1999
                                                             -----      -----

    Net Income                                               $ 606      $ 488
                                                             -----      -----
   Unrealized gains (losses) on securities
    available-for-sale arising during period, net of tax      (126)      (122)

   Reclassification adjustment for losses realized
    in net income, net of tax                                    8          0
                                                             -----      -----

Other comprehensive (loss)                                    (118)      (122)

                                                             -----      -----
     Comprehensive income                                    $ 488      $ 366
                                                             =====      =====



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

                                                                                                    Accumulated
                                                                                                        Other            Total
                                          Common Stock                Capital        Retained      Comprehensive     Stockholders'
                                    Shares          Par Value         Surplus        Earnings          (Loss)            Equity
                                ------------     ------------     ------------    ------------     ------------      ------------

<S>                                <C>           <C>              <C>             <C>              <C>               <C>
Balance, December 31, 1999         2,763,651     $ 13,818,255     $  1,137,117    $  7,270,006     $   (713,334)     $ 21,512,044

   Net income                                                                          606,008                       $    606,008
   Options excercised                    562            2,810            3,321                                       $      6,131
   Dividends declared
     $0.07 per share                                                                  (234,234)                      $   (234,234)
   Other comprehensive loss                                                                            (118,358)     $   (118,358)
                                ------------     ------------     ------------    ------------     ------------      ------------

Balance, March 31, 2000            2,764,213     $ 13,821,065     $  1,140,438    $  7,641,780     $   (831,692)     $ 21,771,591
                                ============     ============     ============    ============     ============      ============
</TABLE>

                                       4
<PAGE>

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

                                   (Unaudited)

NOTE 1.     BASIS OF PRESENTATION

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

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

NOTE 2.     CURRENT ACCOUNTING DEVELOPMENTS

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

                                       5
<PAGE>



NOTE 3.     EARNINGS PER COMMON SHARE

Presented  below is a summary  of the  components  used to  calculate  basic and
diluted earnings per share for the quarter ended March 31, 2000 and 1999.

                                                    Quarters Ended March 31,
                                                   -------------------------
                                                       2000           1999
                                                   ----------     ----------

Basic Earnings Per Share:
   Weighted average common shares outstanding       2,764,190      2,749,912
                                                   ==========     ==========

   Net income                                      $  606,008     $  487,710
                                                   ==========     ==========

  Basic earnings per share                         $     0.22     $     0.18
                                                   ==========     ==========

Diluted Earnings Per Share:
   Weighted average common shares outstanding       2,764,190      2,749,912
   Net effect of the assumed exercise of stock
    options based on the treasury stock method
    using average market prices for the period        113,606        160,501
                                                   ----------     ----------
   Total weighted average common shares and
    common stock equivalents outstanding            2,877,796      2,910,413
                                                   ==========     ==========

   Net income                                      $  606,008     $  487,710
                                                   ==========     ==========

   Diluted earnings per share                      $     0.21     $     0.17
                                                   ==========     ==========


NOTE 4.     BUSINESS COMBINATIONS

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


                                       6
<PAGE>

NOTE 4.    BUSINESS COMBINATIONS (Continued)


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

                              For the period ended
                                February 29, 2000

   (Dollars in Thousands)

                            GB&T            UB&T
                         Bancshares      Financial
                        -----------      ---------

Interest income           $3,543          $  676

Interest Expense           1,850             291

Other income                 211              71

Other expense              1,536             372

Net income               $   199          $   58



                                       7
<PAGE>


                     GB&T BANCSHARES, INC. AND SUBSIDIARIES

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

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

Forward-Looking Statements
--------------------------

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

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

1.       economic  conditions  (both  generally  and in the  markets  where  the
         Company operates);
2.       competition  from  other  companies  that  provide  financial  services
         similar to those offered by the Company;
3.       government regulation and legislation;
4.       changes in interest rates; and
5.       unexpected  changes in the  financial  stability  and  liquidity of the
         Company's credit customers.

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

Financial Condition
-------------------

The Company reported  consolidated total assets of approximately  $318.4 million
at March 31,  2000 and  approximately  $307.9  million  at  December  31,  1999,
representing  an increase  of $10.5  million or 3.4%.  The  Company  experienced
moderate  growth in total  assets,  loans and  deposits  during the three months
ended March 31, 2000. Total loans increased by $9.2 million for the three months
ended March 31, 2000. Total deposits increased $7.9 million for the three months
ended  March  31,  2000.  The loan to  deposit  ratio as of March  31,  2000 was
approximately  98% up from 96% at year end,  reflecting  continued  strong  loan
demand. To help meet the loan demand the Company obtained additional advances


                                       8
<PAGE>

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

Liquidity and Capital Resources
-------------------------------

Liquidity  management  involves  the matching of the cash flow  requirements  of
customers who may be either  depositors  desiring to withdraw funds or borrowers
needing  assurance that sufficient  funds will be available to meet their credit
needs and the ability of the Company to meet those needs.  The Company  seeks to
meet  liquidity   requirements   primarily  through   management  of  short-term
investments,  monthly  amortizing  loans,  maturing  single payment  loans,  and
maturities  of  securities   and   prepayments.   Also  the  Company   maintains
relationships  with  correspondent  banks  which  could  provide  funds on short
notice.  As of March 31, 2000,  the Company had  borrowed  under  Federal  funds
purchase lines and securities sold under  agreement to repurchase  $10.0 million
compared to $14.0 million at December 31, 1999.

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

The Company's  liquidity ratio was 19.63% at March 31, 2000,  slightly below the
Company's target of 20%. Liquidity is measured by the ratio of net cash, Federal
funds sold and securities to net deposits and short-term liabilities.  The Banks
have lines of credit available to meet any unforeseen liquidity needs. Also, the
Banks have a  relationship  with the  Federal  Home Loan Bank of  Atlanta  which
provides funding for loan growth on an as needed basis.

As of March 31, 2000, the  capital  ratios  at the  Company  and the Banks  were
adequate based on regulatory minimum capital  requirements.  The Company and its
bank  subsidiaries'  actual  capital  amounts  and ratios are  presented  in the
following table.

                                                                     FOR CAPITAL
                                                                      ADEQUACY
                                                       ACTUAL        PURPOSES
                                                       ------        ---------

As of March 31, 2000
Total Capital to Risk Weighted Assets:
     Consolidated                                      10.46%             8%
     Gainesville Bank & Trust                           8.80%             8%
     United Bank & Trust                               16.43%             8%
Tier I Capital to Risk Weighted Assets:
     Consolidated                                       9.22%             4%
     Gainesville Bank & Trust                           7.71%             4%
     United Bank & Trust                               15.17%             4%
Tier I Capital to Risk Average Assets:
     Consolidated                                       7.17%             4%
     Gainesville Bank & Trust                           6.32%             4%
     United Bank & Trust                               10.66%             4%


                                       9
<PAGE>

Results of Operations
---------------------

The Company's  profitability is determined by its ability to effectively  manage
interest income and expense,  to minimize loan and security losses,  to generate
noninterest income, and to control operating expenses.  Since interest rates are
determined  by market forces and economic  conditions  beyond the control of the
Company, the Company's ability to generate net interest income is dependent upon
its ability to obtain an adequate net interest  spread  between the rate paid on
interest-bearing liabilities and the rate earned on interest-earning assets. The
net yield on average interest-earning assets decreased to 4.59% during the three
months  ended March 31, 2000 when  compared to the same period in 1999.  This 20
basis point  decrease is  primarily  due to  competitive  pressures  on loan and
deposit  pricing and the  conclusion of a planned three year  aggressive  growth
plan.  In the first  quarter of 2000 the yield on earning  assets  increased  to
9.14% from 8.95% while the yield of interest  beaing  liabilities  increased  to
5.17% from 4.78%.

Net interest income increased $691,000 or 26.8% for the three months ended March
31, 2000  compared to the same period in 1999.  The net increase  consists of an
increase in interest  income of $1,719,000 or 35.5% less an increase in interest
expense of $1,028,000  or 45.6% for the three month period.  The increase in net
interest  income is due  primarily  to growth in total  interest-earning  assets
during the three month period compared to the same prior year period.

The Banks'  provision  for loan losses  decreased by $64,000 or 27.3% during the
three  months  ended March 31, 2000 as compared to the same period in 1999.  The
allowance  for loan  losses at March 31, 2000 was  $3,038,000  or 1.25% of total
loans compared to 1.26% at March 31, 1999. Based on management's evaluation, the
allowance is adequate to absorb any potential loan losses at March 31, 2000.

The decrease in the  provision  for loan losses for the three month period ended
March 31, 2000 as  compared to 1999 is based on a strong  economy and a decrease
in net charge-offs and a decline in non-accrual and past due loans. The analysis
below  indicates a decrease in net  charge-offs for the three months ended March
31, 2000 as compared to the same period in 1999.  The  allowance for loan losses
is evaluated monthly and adjusted to reflect the risk in the portfolio.

The following table summarizes the allowance for loan losses for the three month
periods ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>
                                                                        2000            1999
                                                                      --------        ---------
                                                                        (Dollars in Thousands)
                                                                      --------------------------
          <S>                                                         <C>             <C>
          Average amount of loans outstanding                         $ 238,429       $ 171,441
                                                                      =========       =========

          Allowance  for loan losses balance, beginning of period     $   2,876       $   2,132
                                                                      ---------       ---------
          LESS CHARGE-OFFS
             Commercial loans                                                (1)            (23)
             Consumer  loans                                                (40)            (94)
                                                                      ---------       ---------
               Total Charge-offs                                            (41)           (117)
                                                                      ---------       ---------

          PLUS RECOVERIES
             Commercial loans                                                 4               3
             Consumer loans                                                  28               6
                                                                      ---------       ---------
               Total recoveries                                              32               9
                                                                      ---------       ---------
             Net charge-offs                                                 (9)           (108)
                                                                      ---------       ---------

          Plus provision for loan losses                                    171             234
                                                                      ---------       ---------

          Allowance  for loan losses balance, end of period           $   3,038       $   2,258
                                                                      =========       =========

          Ratio of net charge-offs to average loans outstanding            .004%            .06%
                                                                      =========       =========
</TABLE>


                                       10
<PAGE>


The following table is a summary of nonaccrual,  past due and restructured debt.
The numbers indicate  decreases of $135,000 in nonaccrual loans and decreases of
$1,360,000  in past due loans  over 90 days.  The  decrease  in  nonaccrual  was
primarily due to charge-offs of the nonaccrual  loans. The decrease in past dues
was due primarily to a large loan being brought current. There are minimal or no
losses anticipated on nonaccrual or past due loans.
<TABLE>
<CAPTION>

                                                                     March 31, 2000
                                                --------------------------------------------------------
                                                                       Past Due

                                                   Nonaccural          90 Days           Restructured
                                                      Loans             Still                Debt
                                                                       Accruing
                                                ----------------   ---------------    ------------------
                                                                (Dollars in Thousands)
                                                --------------------------------------------------------
               <S>                              <C>                <C>                <C>
               Real estate loans                $            15    $            4     $               -
               Commercial loans                               -                13                     -
               Consumer loans                                 -                46                     -
                                                ----------------   ---------------    ------------------
                       Total                    $            15    $           63     $               -
                                                ================   ===============    ==================
<CAPTION>

                                                                    March 31, 1999
                                                --------------------------------------------------------

                                                                       Past Due

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

               <S>                              <C>                <C>                <C>
               Real estate loans                $            62    $        1,173     $               -
               Commercial loans                               -                14                     -
               Consumer loans                                88               236                     -
                                                ----------------   ---------------    ------------------
                       Total                    $           150    $        1,423     $               -
                                                ================   ===============    ==================
</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


                                       11
<PAGE>

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 March 31, 2000,  decreased by $23,000 or
4.6% compared to the same period in 1999.  Service charges increased $19,000 and
other  operating  income  increased by $10,000.  These increases in other income
were offset by decreases in mortgage origination fees of $52,000. The decline in
mortgage  origination  fees resulted from a decline in refinancing  activity and
increases in interest rates.

Other expenses increased by approximately $437,000 or 20.4% for the three months
ended March 31, 2000  compared to the same period in 1999.  The  increase is due
primarily  to an increase in salaries and  employee  benefits of  $250,000.  The
increase  in  salaries  and  employee  benefits  is due to the  addition of five
employees and normal increases.  Equipment  expenses increased by $45,000 due to
depreciation and maintenance of equipment  purchased for the  implementation  of
check imaging. The remainder of the increase in other expenses includes $165,000
in one-time merger expenses in operating expenses.

Income tax expense  increased  by $177,000  for the three months ended March 31,
2000  compared to the three months ended March 31, 1999.  The effective tax rate
for the three month period was 40%, compared to 31% for the same period in 1999.
This increase  reflects  non-deductible  merger  expenses  incurred in the first
quarter  related to the merger of GB&T  Bancshares and UB&T  Financial  Services
Corporation.

Net income  increased  by  $118,000  for the three  months  ended March 31, 2000
compared to the same period in 1999. The increase in net income is  attributable
to growth in interest earning assets.

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

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



                                       12
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

           None

Item 2.    Changes in Securities

           None

Item 3.    Defaults Upon Senior Securities

           None

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

A special called meeting of the stockholders of GB&T  Bancshares,  Inc. was held
on February  15, 2000,  for the purpose of voting on the issuance of  additional
shares of Company  stock for the purpose of  accomplishing  the merger with UB&T
Financial Services Corporation. The record of the vote was as follows:

                   For:           1,690,807
                   Against:           7,215
                   Abstain:             250


Item 5.   Other Information

          None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibit 27 - Financial Data Schedule

(b)      Reports on Form 8-K

        None


                                       13
<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: 5/12/00                                        BY: /s/ Richard A. Hunt
      -------------------------------                    --------------------
                                                         Richard A. Hunt
                                                         President and Chief
                                                         Executive Officer

DATE: 5/12/00                                        BY: /s/ Gregory L. Hamby
      --------------------------------                   ---------------------
                                                         Gregory L. Hamby
                                                         Chief Financial Officer


                                       14
<PAGE>