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 March 31, 2000

                                       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

             (Exact name of registrant as specified in its charter)

              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: 786,408 shares
                          outstanding as of May 3, 2000


<PAGE>


                       FNB BANKING COMPANY AND SUBSIDIARY

                                     INDEX
<TABLE>
<CAPTION>

                                                                                 Page No.
                                                                                 --------
<S>          <S>                                                                     <C>
PART I       FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Consolidated Balance Sheet (unaudited) at March 31, 2000                3

             Consolidated Statements of Earnings (unaudited) for the Three
               Months Ended March 31, 2000 and 1999                                  4

             Consolidated Statements of Comprehensive Income (unaudited)
               for the Three Months Ended March 31, 2000 and 1999                    5

             Consolidated Statements of Cash Flows (unaudited) for the
               Three Months Ended March 31, 2000 and 1999                            6

             Notes to Consolidated Financial Statements                              7

    Item 2.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                 8-9

PART II. OTHER INFORMATION

    Item 1.  Legal Proceedings                                                       10

    Item 2.  Changes in Securities                                                   10

    Item 3.  Defaults Upon Senior Securities                                         10

    Item 4.  Submission of Matters to a Vote of Security Holders                     10

    Item 5.  Other Information                                                       10

    Item 6.  Exhibits and Reports on Form 8-K                                        10
</TABLE>



                                      -2-

<PAGE>


                         PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                       FNB BANKING COMPANY AND SUBSIDIARY

                           Consolidated Balance Sheet
                                 March 31, 2000

                                  (Unaudited)

                                     Assets
                                     ------

Cash and due from banks                                          $   13,217,897
Federal funds sold                                                      177,714
Interest-bearing deposits with other banks                              500,000
Investment securities available for sale                             37,817,647
Other investments                                                       721,600
Mortgage loans held for sale                                            638,900

Loans                                                               159,036,969
Less:  Unearned interest and fees                                      (328,636)
       Allowance for loan losses                                     (2,739,374)
                                                                    -----------
             Loans, net                                             155,968,959

Premises and equipment, net                                           7,930,906
Accrued interest receivable and other assets                          1,705,805
                                                                    -----------
                                                                 $  218,679,428
                                                                    ===========

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

Liabilities:
    Deposits:

       Noninterest-bearing                                       $   33,112,030
       Interest-bearing                                             148,355,683
                                                                    -----------

             Total deposits                                         181,467,713

    Securities sold under repurchase agreements                      11,731,871
    FHLB advances                                                     1,093,750
    Notes payable                                                       236,112
    Accrued interest payable and accrued liabilities                    594,740
                                                                    -----------

             Total liabilities                                      195,124,186
                                                                    -----------

Stockholders' equity:

    Common stock, $1 par value; 5,000,000 shares authorized;
       788,924 shares issued and outstanding                            788,924
    Retained earnings                                                22,874,057
    Accumulated other comprehensive income                             (107,739)
                                                                    -----------

             Total stockholders' equity                              23,555,242
                                                                    -----------

                                                                 $  218,679,428
                                                                    ===========


See accompanying notes to consolidated financial statements.



                                      -3-
<PAGE>


                       FNB BANKING COMPANY AND SUBSIDIARY

                      Consolidated Statements of Earnings
               For the Three Months Ended March 31, 2000 and 1999

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                           2000             1999
                                                                           ----             ----

<S>                                                                    <C>                  <C>
Interest income:
   Interest and fees on loans                                          $  4,081,164         3,782,511
   Interest on investment securities:

      Tax-exempt                                                            106,427            90,977
      Taxable                                                               511,104           351,237
   Interest on federal funds sold                                            82,248           138,670
                                                                          ---------         ---------
           Total interest income                                          4,780,943         4,363,395
                                                                          ---------         ---------
Interest expense:

   Deposits and repurchase agreements                                     1,676,510         1,588,360
   Federal funds purchased and FHLB advances                                 88,713            35,167
   Notes payable                                                              4,824             7,036
                                                                          ---------         ---------
           Total interest expense                                         1,770,047         1,630,563
                                                                          ---------         ---------
           Net interest income                                            3,010,896         2,732,832
Provision for loan losses                                                   136,986           419,600
                                                                          ---------         ---------
           Net interest income after provision for loan losses            2,873,910         2,313,232
                                                                          ---------         ---------
Other operating income:
   Service charges on deposit accounts                                      416,211           362,999
   Fees for trust services                                                   30,000            30,000
   Other operating income                                                   142,098           237,346
                                                                          ---------         ---------

           Total other operating income                                     588,309           630,345
                                                                          ---------         ---------
Other operating expense:
   Salaries and employee benefits                                         1,341,867         1,275,199
   Occupancy and equipment                                                  430,497           392,530
   Other operating expense                                                  580,754           585,100
                                                                          ---------         ---------

           Total other operating expense                                  2,353,118         2,252,829
                                                                          ---------         ---------
           Earnings before income taxes                                   1,109,101           690,748
Income taxes                                                                364,856           208,514
                                                                          ---------         ---------
           Net earnings                                                $    744,245           482,234
                                                                          =========         =========

Net earnings per common share based on average outstanding
   shares of 788,924 and 807,800 in 2000 and 1999, respectively:       $        .94               .60
                                                                          =========         =========
</TABLE>




See accompanying notes to consolidated financial statements.



                                      -4-
<PAGE>


                       FNB BANKING COMPANY AND SUBSIDIARY

                Consolidated Statements of Comprehensive Income

               For the Three Months Ended March 31, 2000 and 1999
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                            2000        1999
                                                                            ----        ----

<S>                                                                      <C>           <C>
Net earnings                                                             $  744,245    482,234
Other comprehensive income, net of tax:
    Unrealized gains (losses) on securities available for sale:
       Holding gains (losses) arising during period, net of tax
         of $20,555 and $131,752                                            (34,391)   (214,963)
            -------     --------                                            -------    --------
       Total other comprehensive income (loss)                              (34,391)   (214,963)
                                                                            -------    --------
       Comprehensive income                                              $  709,854     267,271
                                                                            =======    ========
</TABLE>


See accompanying notes to consolidated financial statements


                                      -5-

<PAGE>


                       FNB BANKING COMPANY AND SUBSIDIARY

                     Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2000 and 1999

                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                               2000          1999
                                                                                               ----          ----

<S>                                                                                      <C>              <C>
Cash flows from operating activities:
   Net earnings                                                                          $     744,245       482,233
     Adjustments to reconcile net earnings to net
       cash provided by operating activities:
         Provision for loan losses                                                             136,986       419,600
         Depreciation, amortization and accretion                                              158,416       154,586
         Gain on sale of other real estate and repossessed collateral                                -       (87,596)
         Change in assets and liabilities:
           Mortgage loans held for sale                                                         55,079     1,009,386
           Interest receivable                                                                 (32,336)      153,759
           Interest payable                                                                     40,102        (9,813)
           Other, net                                                                          425,225       290,209
                                                                                            ----------    ----------

              Net cash provided by operating activities                                      1,527,717     2,412,364
                                                                                            ----------    ----------
Cash flows from investing activities:
   Proceeds from maturities and paydowns of investment securities held to maturity                   -       481,059
   Proceeds from maturities and paydowns of investment securities available for sale           582,773     3,810,695

         Purchases of investment securities available for sale                              (7,273,451)   (5,000,000)
         Net change in loans                                                                (2,619,315)      978,323
         Proceeds from sales of other real estate and repossessed collateral                         -       (44,893)
         Purchases of premises and equipment                                                   (83,144)     (117,358)
                                                                                            ----------    ----------

              Net cash provided by (used by) investing activities                           (9,393,137)      107,826
                                                                                            ----------    ----------
Cash flows from financing activities:
   Net change in deposits                                                                    3,681,867    11,545,962
   Net change in securities sold under repurchase agreements                                 2,340,795     1,388,059
   Repayments of note payable                                                                  (41,667)      (41,667)
   Repayments of FHLB advances                                                              (7,531,250)      (31,250)
   Payment of cash dividend                                                                   (513,801)     (525,070)
                                                                                            ----------    ----------

              Net cash provided by (used by) financing activities                           (2,064,056)   12,336,034
                                                                                            ----------    ----------
Net change in cash and cash equivalents                                                     (9,929,476)   14,856,224

Cash and cash equivalents at beginning of period                                            23,325,087    13,216,634
                                                                                            ----------    ----------

Cash and cash equivalents at end of period                                               $  13,395,611    28,072,858
                                                                                            ----------    ----------

Supplemental disclosures of cash flow information:
   Cash paid for interest                                                                $   1,729,945     1,640,376

Noncash investing and financing activities:
   Change in net unrealized gains (losses) on investment
      securities available for sale, net of tax                                          $     (34,391)     (214,963)
   Transfers of loans to other real estate                                               $           -       236,583
   Financed sales of other real estate                                                   $           -       287,769
</TABLE>






See accompanying notes to consolidated financial statements.

                                      -6-
<PAGE>


                       FNB BANKING COMPANY AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                  (Unaudited)

(1)    Basis of Presentation
       ---------------------

       The consolidated financial statements include the accounts of FNB Banking
       Company (the Company) and its wholly-owned subsidiary, the First National
       Bank of Griffin  (Griffin).  All  significant  intercompany  accounts and
       transactions have been eliminated in consolidation.

       The  consolidated  financial  information  furnished  herein reflects all
       adjustments which are, in the opinion of management, necessary to present
       a fair statement of the results of operations and financial  position for
       the  periods  covered  herein.  All  such  adjustments  are  of a  normal
       recurring nature.



                                      -7-
<PAGE>

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

                   For the Three Months in the Periods Ended
                             March 31, 2000 and 1999

FORWARD-LOOKING STATEMENT

This discussion contains forward-looking statements under the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. Although the
Company  believes 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;  material  unforeseen
changes  in the  financial  stability  and  liquidity  of the  Company's  credit
customers;  all of which are  difficult  to predict  and which may be beyond the
control  of  the  Company.  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.

FINANCIAL CONDITION

Total assets at March 31, 2000,  were  $218,679,428,  representing  a $1,031,495
(0.47%) decrease from December 31, 1999.  Deposits increased  $3,681,866 (2.07%)
from  December  31,  1999.  Loans  (gross)  increased  $2,641,073  (1.69%).  The
allowance for loan losses at March 31, 2000,  totaled  $2,739,374,  representing
1.72%  of total  loans  compared  to  December  31,  1999  total  of  $2,588,697
representing  1.66%  of  total  loans.  Cash  and  cash  equivalents   decreased
$9,929,476 from December 31, 1999.

The total of nonperforming assets which includes nonaccruing loans,  repossessed
collateral  and loans for which  payments are more than 90 days past due totaled
$1,623,000 and remained virtually unchanged from December 31, 1999.

The  Company's  subsidiary  bank  was  most  recently  examined  by its  primary
regulatory  authority  in  June  1999.  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.

RESULTS OF OPERATIONS

For the three months ended March 31,  2000,  the Company  reported net income of
$744,245,  or $.94 per share,  compared to $482,234, or $0.60 per share, for the
same period in 1999.

Net interest income is the primary source of the Company's operating income. Net
interest income  increased  approximately  $278,064  (10.17%) in the first three
months of 2000  compared  to the same period for 1999.  Interest  income for the
first three months of 2000 was $4,780,943,  representing an increase of $417,548
(9.57%)  over the same  period in 1999.  Interest  expense  for the first  three
months of 2000 increased  $139,484  (8.55%) compared to the same period in 1999.
The  increase  in net  interest  income  during the first  three  months of 2000
compared to the same period in 1999 is  attributable  to a combination of volume
and rate increases,  but is primarily attributable to rate increases in interest
bearing assets.

The  provision for loan losses for the three months of 2000  decreased  $282,614
compared to the same period for 1999. For the three months ended March 31, 2000,
the Bank experienced net recoveries on loans previously  charged off of $13,691,
compared to net loan charge-offs of $222,331, for the same period in 1999. It is
management's  belief  that the  allowance  for loan losses is adequate to absorb
probable losses in the portfolio.

Other  operating  income  decreased for the three months ended March 31, 2000 by
$42,036, or 6.67%,  compared to the same period in 1999,  primarily due to other
real estate that was sold and gains of $87,596  recognized on those sales during
the quarter ended March 31, 1999.

                                      -8-
<PAGE>


Other operating  expenses for the first three months of 2000 increased  $100,289
(4.45%)  compared  to the  first  three  months  in 1999.  The net  increase  is
attributable to two factors:  first, an increase in depreciation expense related
to fixed assets purchased in the last three quarters of 1999 for Y2k compliance;
and second, salary increases due to merit-based raises.

Income tax expense,  expressed as a percentage of earnings  before income taxes,
increased  from  30% in 1999 to 33% in 2000 as tax  exempt  income  relative  to
pre-tax earnings decreased.

CAPITAL

The following tables present FNB Banking Company's  regulatory  capital position
at March 31, 2000:

         Risk-Based Capital Ratios
         -------------------------

         Tier 1 Tangible Capital, Actual                          14.7%
         Tier 1 Tangible Capital minimum requirement               4.0%
                                                                  ----

         Excess                                                   10.7%
                                                                  ====

         Total Capital, Actual                                    15.9%
         Total Capital minimum requirement                         8.0%
                                                                  ----

         Excess                                                    7.9%
                                                                  ====
         Leverage Ratio
         --------------

         Tier 1 Tangible Capital to adjusted total assets
            ("Leverage Ratio")                                    11.0%
         Minimum leverage requirement                              3.0%
                                                                  ----

         Excess                                                    8.0%
                                                                  ====


                                      -9-

<PAGE>


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

         (a)   Exhibits:

               Exhibit 27 - Financial Data Schedule (for SEC use only)

         (b)   Reports on Form 8-K:

               None



                                      -10-
<PAGE>


                       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. Knowles
                                          --------------------------------------
                                          C.A. Knowles, President and Treasurer
                                          (Principal Executive Officer)

                                       Date:  5/12/2000
                                             -----------------------------------


                                       By: /s/ William K. Holmes
                                          --------------------------------------
                                          William K. Holmes
                                          Assistant Treasurer
                                          (Principal Accounting Officer)

                                       Date:  5/12/2000
                                             -----------------------------------
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit No.        Description
-----------        -----------

    27             Financial Data Schedule (for SEC use only)