UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the Quarterly Period Ended September 30, 2001

OR

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

For the Transition Period from ______________ to
_____________.

Commission file number 2-94292

FNB Banking Company

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|Georgia                                  |  | 58-1479370                          
|---------------------------------------- |  | ------------------------------------
|(State of Incorporation)                 |  | (I.R.S. Employer Identification No.)
|                                         |  |                                     
|318 South Hill Street                    |  |                                     
|Griffin, Georgia                         |  | 30224                               
|(Address of principal executive offices) |  | (Zip Code)                          
|                                         |  |                                     



|770-227-2251      
|------------------
|(Telephone Number)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

YES XX NO

Common stock, par value $1 per share: 772,639 shares
outstanding as of October 22, 2001

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FNB BANKING COMPANY AND SUBSIDIARY

INDEX

Page No.PART I
    FINANCIAL INFORMATIONItem 1.
    Financial StatementsConsolidated Balance Sheet (unaudited) at September 30,
      2001
    3Consolidated Statements of Earnings (unaudited) for the
      Three Months and the Nine Months Ended September 30, 2001 and 2000
    4Consolidated Statements of Comprehensive Income (unaudited)
      for the Three Months and the Nine Months Ended September 30, 2001 and 2000
    5Consolidated Statements of Cash Flows (unaudited) for the
      Nine Months Ended September 30, 2001 and 2000
    6Notes to Consolidated Financial Statements (unaudited)
    7Item 2.
    Managements Discussion and Analysis of Financial
      Condition and Results of Operations
    8-10PART II.
    OTHER INFORMATIONItem 1.
    Legal Proceedings
    11Item 2.
    Changes in Securities
    11Item 3.
    Defaults Upon Senior Securities
    11Item 4.
    Submission of Matters to a Vote of Security Holders
    11Item 5.
    Other Information
    10Item 6.
    Exhibits and Reports on Form 8-K
    11Signatures
    12


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PART I.FINANCIAL INFORMATION

Item 1. Financial Statements

FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Balance Sheet

September 30, 2001
(Unaudited)

Assets

Cash and due from banks
    $
    12,410,261Federal funds sold
    
    19,232,168Cash and cash equivalents
    
    31,642,429Interest-bearing deposits with other banks
    
    500,000Investment securities available for sale
    
    39,878,471Other investments
    
    848,200Mortgage loans held for sale
    
    865,920Loans
    
    169,394,843Less:  Unearned income
    
    (375,858)Allowance for loan losses
    
    (2,538,386)Loans, net
    
    166,480,599Premises and equipment, net
    
    7,435,265Other assets
    
    1,565,257$
    249,216,141Liabilities and Stockholders' EquityLiabilities:Deposits:Noninterest-bearing
    $
    31,587,035Interest-bearing
    
    173,096,769Total deposits
    
    204,683,804Retail repurchase agreements
    
    15,141,289FHLB advances
    
    906,250Other liabilities
    
    1,304,878Total liabilities
    
    222,036,221Stockholders' equity:Common stock, $1 par value; authorized 5,000,000 shares;
            issued and outstanding 772,639 shares
    
    772,639Retained earnings
    
    25,286,992Accumulated other comprehensive income
    
    1,120,289Total stockholders' equity
    
    27,179,920$
    249,216,141


See accompanying notes to unaudited consolidated financial
statements.

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FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Statements of Earnings

For the Three Months and the Nine Months Ended September 30,
2001 and 2000
(Unaudited)

Three Months Ended
    Nine Months Ended2001
    2000
    2001
    2000Interest income:Loans
    $
    3,875,870
    4,429,282
    12,131,661
    12,809,359Investment securities:Tax exempt
    
    124,799
    113,507
    376,432
    333,469Taxable
    
    466,982
    493,914
    1,412,002
    1,494,243Federal funds
    
    137,065
    12,915
    538,719
    142,818Total interest income
    
    4,604,716
    5,049,618
    14,458,814
    14,779,889Interest expense:Deposits
    
    1,780,836
    1,853,297
    5,762,332
    5,215,178Federal funds purchased and FHLB advances
    
    13,077
    55,486
    40,220
    222,382Notes payable
    
    201
    3,690
    3,008
    12,832Total interest expense
    
    1,794,114
    1,912,473
    5,805,560
    5,450,392Net interest income
    
    2,810,602
    3,137,145
    8,653,254
    9,329,497Provision for loan losses
    
    154,277
    165,498
    488,809
    465,084Net interest income after provision for loan losses
    
    2,656,325
    2,971,647
    8,164,445
    8,864,413Other income:Service charges on deposit accounts
    
    448,630
    496,154
    1,398,965
    1,355,756Fees for trust services
    
    42,500
    75,000
    102,500
    150,000Securities gains
    
    53,728
    -
    51,228
    -Other operating income
    
    135,360
    132,445
    477,508
    423,680Total other income
    
    680,218
    703,599
    2,030,201
    1,929,436Other expense:Salaries and other personnel expense
    
    1,419,644
    1,294,668
    4,173,636
    3,950,870Net occupancy and equipment expense
    
    421,197
    404,665
    1,242,912
    1,277,423Other operating expense
    
    482,972
    596,044
    1,585,139
    1,779,956Total other expense
    
    2,323,813
    2,295,377
    7,001,687
    7,008,249Earnings before income taxes
    
    1,012,730
    1,379,869
    3,192,959
    3,785,600Income taxes
    
    312,127
    469,286
    1,011,655
    1,267,538Net earnings
    $
    700,603
    910,583
    2,181,304
    2,518,062Earnings per common share based on average
               outstanding
        shares of 772,683, 786,099, 775,557, and
               787,218, respectively:Net earnings per share
    $
    .91
    1.16
    2.81
    3.20Dividends per share
    $
    -
    -
    .65
    .65


See accompanying notes to unaudited consolidated financial
statements.

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FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

For the Three Months and the Nine Months Ended September 30,
2001 and 2000

(Unaudited)

Three Months
    Nine MonthsEnded
    Ended2001
    2000
    2001
    2000Net earnings
    $
    700,603
    910,583
    2,181,304
    2,518,062Other comprehensive income (loss), net of tax:Unrealized holding gains (losses) on investment
        securities     available for sale arising during the period
    
    218,995
    572,090
    883,487
    192,304Reclassification adjustment for gains on investment
            securities available for sale
    
    53,728
    -
    51,228
    -Total other comprehensive income (loss), before tax
    
    272,723
    572,090
    934,715
    192,304Income taxes related to other comprehensive income:Unrealized holding gains (losses) on investment
        securities
             available for sale arising during the period
    
    (83,218)
    (217,394)
    (335,725)
    (73,075)Reclassification adjustment for gains on investment
        securities available for sale
    
    (20,417)
    -
    (19,467)
    -Total income taxes related to other comprehensive
             income
    
    (103,635)
    (217,394)
    (355,192)
    (73,075)Total other comprehensive income, net of tax
    
    169,088
    354,696
    579,523
    119,229Comprehensive income
    $
    869,691
    1,265,279
    2,760,827
    2,637,291


See accompanying notes to unaudited consolidated financial
statements.

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FNB BANKING COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2001 and 2000
(Unaudited)

Nine Months Ended
      September 30,2001
    2000Cash flows from operating activities:Net earnings
    $
    2,181,304
    2,518,062Adjustments to reconcile net earnings to net
                 cash
            provided by operating activities:Provision for loan losses
    
    488,809
    465,084Depreciation, amortization and accretion
    
    364,375
    440,018Gain on sale of securities
    
    (51,228)
    -Change in assets and liabilities:Interest receivable
    
    314,187
    (46,997)Interest payable
    
    (76,271)
    138,134Other, net
    
    243,947
    406,034Mortgage loans held for sale
    
    221,121
    359,329Net cash provided by operating activities
    
    3,686,244
    4,279,664Cash flows from investing activities:Proceeds from sales of investments
    
    3,044,178
    -Proceeds from maturities, calls and paydowns of
        investment
             securities available for sale
    
    17,333,262
    2,014,048Purchases of investment securities available for sale
    
    (21,845,422)
    (7,818,507)Purchases of other investments
    
    -
    (126,600)Change in loans
    
    (4,454,848)
    (10,195,302)Purchases of premises and equipment
    
    (142,749)
    (279,049)Net cash used by investing activities
    
    (6,065,579)
    (16,405,410)Cash flows from financing activities:Net change in securities sold under retail repurchase
        agreements
    
    3,698,889
    2,525,567Net change in deposits
    
    16,381,992
    4,734,810Repayments of long-term debt
    
    (111,113)
    (125,000)FHLB advances
    
    -
    14,625,000Repayments of FHLB advances
    
    (93,750)
    (22,218,750)Purchase and retirement of common stock
    
    (291,675)
    (160,481)Dividends paid
    
    (1,051,323)
    (1,023,966)Net cash provided (used) by financing activities
    
    18,533,020
    (1,642,820)Net increase (decrease) in cash and cash equivalents
    
    16,153,685
    (13,768,566)Cash and cash equivalents at beginning of the period
    
    15,488,744
    23,325,087Cash and cash equivalents at end of period
    $
    31,642,429
    9,556,521Supplemental cash flow information:Cash paid for income taxes
    $
    826,500
    932,000Cash paid for interest
    $
    5,881,831
    5,312,258


See accompanying notes to unaudited consolidated financial
statements.

-6-

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FNB BANKING COMPANY AND SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)

1. Basis of Presentation
2. Stock Repurchase and Retirement
3. Pending Business Combination

> The Company entered into an agreement, as amended, to
>   acquire American Community Bank of Georgia ("ACB"), a Georgia
>   banking corporation based in Stockbridge (Henry County), Georgia with
>   approximately $56 million in assets. The agreement calls for the Company to
>   pay cash of approximately $13.25 per share for each outstanding share of ACB.
>   The transaction, which is expected to close in May 2002 is subject to the
>   approval of the stockholders of ACB and of various Bank regulatory
>   authorities. The interim financial statements for September 30, 2001 and 2000
>   do not include any amounts for ACB. Amounts for ACB will be included in the
>   financial statements of the Company upon closing.









-7-

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS

For the Nine Months in the Periods Ended
September 30, 2001 and 2000

Forward-Looking Statements

This discussion contains forward-looking statements under the
private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Although the Company believes that the assumptions underlying the
forward-looking statements contained in the discussion are reasonable, any of
the assumptions could be inaccurate, and therefore, no assurance can be made
that any of the forward-looking statements included in this discussion will be
accurate. Factors that could cause actual results to differ from results
discussed in forward-looking statements include, but are not limited to:
economic conditions (both generally and in the markets where the Company
operates); competition from other providers of financial services offered by the
Company; government regulation and legislation; changes in interest rates and
material unforeseen changes in the financial stability and liquidity of the
Companys credit customers. The Company undertakes no obligation to revise
forward-looking statements to reflect events or changes after the date of this
discussion or to reflect the occurrence of unanticipated events.

Recent Developments

In September 2001 the Company entered into an agreement that
was amended in October 2001 to acquire American Community Bank of Georgia
("ACB"), a Georgia Banking Corporation based in Stockbridge (Henry
County), Georgia with approximately $56 million in assets. The agreement calls
for the Company to pay cash of approximately $13.25 per share for each
outstanding share of ACB. The transaction, which is expected to close in May
2002, is subject to the approval of the stockholders of ACB and to various Bank
regulatory authorities. The interim financial statements for September 30, 2001
and 2000 do not include any amounts for ACB. Amounts for ACB will be included in
the financial statements of the Company upon closing.

Financial Condition

Total assets at September 30, 2001, were $249,216,141
representing a $21,552,000 (9.5%) increase from December 31, 2000. Deposits,
including retail repurchase agreements, increased $20,080,881 (10.1%) from
December 31, 2000. Loans increased $4,367,260 (2.65%). The allowance for loan
losses at September 30, 2001, totaled $2,538,386, representing 1.5% of total
loans compared to December 31, 2000 totals of $2,137,165 representing 1.3% of
total loans. It is managements belief that the allowance for loan losses is
adequate to absorb probable losses in the portfolio. Cash and cash equivalents
increased $16,153,685 from December 31, 2000.

The following table summarizes nonperforming assets:

September 30,
    
    December 31,2001
    
    200090 days or more still accruing
    $
    1,519,000
    
    142,000Non-accrual
    
    5,050,000
    
    6,685,000Other real estate and repossessions
    
    -
    
    -$
    6,569,000
    
    6,827,000


The total of nonperforming assets decreased 3.7% or $258,000
from $6,827,000 at December 31, 2000, to $6,569,000 at September 30, 2001. The
decrease is the net result of $333,000 of principal payments received on
non-accrual loans and the application of $680,000 of deposit balances against
the non-accrual loan balances of an accounts receivable financing customer. The
Bank imposed $1.1 million of specific allowances in the allowance for loan
losses for these non-accrual loans. Loans that were 90 days or more past due but
still accruing increased $1,377,000. This increase is principally attributable
to one commercial loan for $1,450,000. Subsequent to September 30, 2001, all
payments were brought current. Management expects no loss on this loan. There
were no related party loans considered nonperforming at September 30, 2001.

The Company's subsidiary bank was most recently examined by
its primary regulatory authority in January 2001. There were no recommendations
by the regulatory authority that in management's opinion will have material
effects on the Company's liquidity, capital resources or operations.

-8-

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, continued

For the Nine Months Ended
September 30, 2001 and 2000

Results of Operations

For the nine months ended September 30, 2001, the Company
reported net earnings of $2,181,304, or $2.81 per share, compared to $2,518,062,
or $3.20 per share for the same period in 2000. Net earnings for the three-month
period ended September 30, 2001, decreased $209,980 or 23%, compared to the same
period in 2000. The decrease was the result of a decline in net interest income
caused by a decline in the net interest margin from 5.18% in 2000 to 5.08% in
2001 which included a $443,000 decrease in discount fees associated with account
receivable lending. Net interest margin declines were slightly offset by volume
increases in interest earning assets.

Net interest income decreased $676,243 (7.2 %) in the first
nine months of 2001 compared to the same period for 2000. Interest income for
the first nine months of 2001 was $14,458,814, representing a decrease of
$321,000 (2.2%) over the same period in 2000. Interest expense for the first
nine months of 2001 increased $355,168 (6.5%) compared to the same period in
2000. The increase in interest expense during the first nine months of 2001
compared to the same period in 2000 is primarily attributable to the increase in
the average volume of deposits, including retail repurchase agreements.

The provision for loan losses for the first nine months of
2001 increased $23,725 compared to the same period for 2000. Net loan
charge-offs for the nine months ended September 30, 2001, were $87,500, compared
to $539,000, for the same period in 2000. Chargeoffs in 2000 were provided for
through the provision for loan losses in 1999.

Other operating income increased for the nine months ended
September 30, 2001, by $100,800 or 5.2%, compared to the same period in 2000.
The increase is due to $51,000 of gains on the sales of investment securities, a
$93,000 increase on gains on mortgage loans sold to the secondary market, and a
$43,000 increase in service charges on deposit accounts due to an increase in
the number of deposit accounts. These increases were offset by a decline of
$47,000 in fees for trust services as the balance at September 30, 2000 included
a fee for the settlement of one large estate. Additionally credit card merchant
fees decreased $38,000 from 2000.

Other noninterest expenses for the first nine months of 2001
decreased $6,500, (less than 1%) compared to the first nine months in 2000. The
net decrease is attributable to the offsetting effects of $223,000 increase in
personnel costs due to merit increases and decreases in a variety of other
expenses totaling $195,000 and a $47,000 decrease in depreciation expense.

Income taxes expressed as a percentage of pretax earnings
were 32% in 2001 versus 33% in 2000 due to the increase of tax-exempt bond and
loan interest income in 2001 relative to total pretax earnings.





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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS, continued

For the Nine Months Ended
September 30, 2001 and 2000

Capital

The following tables present FNB Banking Company's
  regulatory capital position at September 30, 2001:

Risk-Based Capital RatiosTier 1 Tangible Capital, Actual
    14.86%Tier 1 Tangible Capital minimum requirement
    4.00%Excess
    10.86%Total Capital, Actual
    16.11%Total Capital minimum requirement
    8.00%Excess
    8.11%Leverage RatioTier 1 Tangible Capital to adjusted total assets
      ("Leverage Ratio")
    10.83%Minimum leverage requirement
    3.00%Excess
    7.83%








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PART II. OTHER INFORMATION

FNB BANKING COMPANY AND SUBSIDIARY

|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 Security
Holders
|        | None                                               
|Item 5. | Other Information                                  
|        | None                                               
|Item 6. | Exhibits and Reports on Form 8-K                   
|        | None                                               







-11-

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FNB BANKING COMPANY AND SUBSIDIARY

SIGNATURES

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

| | FNB BANKING COMPANY                                                                                       
| | ----------------------------------------------------------------------------------------------------------
| |                                                                                                           
| |                                                                                                           
| |                                                                                                           
| | By:  /s/ C.A. KnowlesC.A. Knowles, President and Treasurer
            (Principal Executive Officer)      
| |                                                                                                           
| |                                                                                                           
| |                                                                                                           
| |                                                                                                           
| | Date:  November __, 2001                                                                                  
| |                                                                                                           
| |                                                                                                           
| |                                                                                                           
| | By:  /s/ C.A. KnowlesMark Flowers, Assistant Treasurer
            
        (Principal Accounting Officer)
| |                                                                                                           
| |                                                                                                           
| |                                                                                                           
| | Date:  November _____, 2001                                                                               
| |                                                                                                           







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