FORM 10-QSB

		SECURITIES AND EXCHANGE COMMISSION
		      WASHINGTON, D.C.  20549
 _
|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934
	       For the quarterly period ended September 30, 1997
 _
|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE 
       ACT

	       For the transition period from _______ to ________

	       Commission file number 33-13714-A

		    BUTTON GWINNETT FINANCIAL CORPORATION
	   (Exact name of registrant as specified in its charter)

	GEORGIA                                58-1766331
(State or Other Jurisdiction of             (I.R.S Employer
Incorporation or Organization)             Identification No.)

   2230 SCENIC HIGHWAY, SNELLVILLE, GEORGIA      30278
  (Address of Principal Executive Offices)     (Zip Code) 

			  (770) 978-3242
       (Issuer's Telephone Number, including Area Code)

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 __XX____   No______

APPLICABLE ONLY TO CORPORATE ISSUERS

       Class                  Outstanding at September 30, 1997
----------------------------  ---------------------------------
Common Stock, $.01 Par Value                1,359,764


BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
INDEX

Part I.   Financial Information                        Page No.

     Consolidated Balance Sheet - September 30, 1997
       and September 30, 1996                                3

     Consolidated Statements of Income - Nine Months 
     Ended September 30, 1997 and 1996 and Three Months  
     Ended September 30, 1997 and 1996                       4

     Consolidated Statements of Cash Flows - 
     Nine Months Ended September 30, 1997 and 1996           5

     Notes To Consolidated Financial Statements              6

     Management's Discussion and Analysis of 
     Financial Condition and Results of Operations        7 - 9

Part II.        Other Information

     Item 4 - Any matter submitted to the 
     security holders for a vote                            11

     Item 6 - Exhibits and reports on Form 8-K              11

<TABLE>
<CAPTION>

    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
		   CONSOLIDATED BALANCE SHEET
			    (UNAUDITED)

				     September 30   September 30
ASSETS                                    1997           1996
<S>                                  <C>            <C>
Cash and due from banks              $ 12,018,577   $ 12,388,696
Bank owned certificates of deposit        500,000              0
Investment securities, approximate 
  market value of $40,011,364          39,853,764     34,114,908
Federal funds sold                     10,670,000     15,645,000

    Total Cash and Investments         63,042,341     62,148,604

Loans                                 137,321,124    113,409,377
  Less reserve for loan losses         (2,503,501)    (2,133,184)

    Net loans                         134,817,623    111,276,193
Premises & equipment, net               3,901,836      3,658,620
Other assets                            2,827,652      2,080,771

				     $204,589,452   $179,164,188
				     ============   ============


LIABILITIES & STOCKHOLDERS' EQUITY

Deposits:
  Demand                             $ 50,512,465   $ 42,326,277
  Interest-bearing demand              61,320,792     52,419,516
  Savings                               4,822,408      5,749,783
  Time over $100,000                   24,185,913     18,753,089
  Time under $100,000                  39,990,386     39,185,925

    Total deposits                   $180,831,964   $158,434,590

Other liabilities                       1,583,864      1,682,601


	 Total liabilities           $182,415,828   $160,117,191

Stockholders' Equity
  Common stock $.01 par, 
   5,000,000 authorized;
   1,527,639 shares issued                $15,276        $15,276
  Surplus                              13,314,604     13,354,771
Retained earnings                      11,024,339      7,298,483

				     $ 24,354,219   $ 20,668,530
  Less cost of shares acquired 
  for the treasury, 167,875 shares      2,180,595      1,621,533

     Total stockholders' equity        22,173,624     19,046,997

				     $204,589,452   $179,164,188
				     ============   ============

</TABLE>
<TABLE>
<CAPTION>

    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
	      CONSOLIDATED STATEMENTS OF INCOME
			    (UNAUDITED)
			       Nine Months Ended       Three Months Ended
				  September 30             September 30
				1997        1996         1997        1996

Interest income:
<S>                         <C>         <C>         <C>         <C>
Interest and fees on loans  $10,010,745 $ 8,858,787 $ 3,540,451 $ 3,023,034
Interest on taxable 
  investments                 1,462,329   1,125,705     531,664     430,501
Interest on nontaxable 
  investments                   115,968     136,005      37,413      46,734
Interest on bank deposits 
  and other investments          21,929       7,705       7,776       1,946
Interest on Fed Funds Sold      527,125     716,444     193,612     293,223

			     12,138,096  10,844,646   4,310,916   3,795,438

Interest expense:
Deposits                      4,110,263   3,880,035   1,501,286   1,348,965

Net interest income 
  before provision            8,027,833   6,964,611   2,809,630   2,446,473
  for loan losses
Provision for loan loss         185,000     225,000      55,000      75,000

  Net interest income         7,842,833   6,739,611   2,754,630   2,371,473

Other income
  Service charges on 
    deposit accounts            580,826     564,308     203,483     191,310
  Gain on sale of Other 
    Real Estate                       0      40,347           0           0
  Other income                  199,464     190,304      57,337      44,752

				780,290     794,959     260,820     236,062

Other expense
  Salaries & employee 
    benefits                  1,891,664   1,770,665     636,479     588,165
  Equipment expense             170,310     223,770      59,798      96,384
  Occupancy expense             185,043     154,425      72,553      46,240
  Other operating expenses      805,003     904,807     305,782     265,079

			      3,052,020   3,053,667   1,074,612     995,868

Net income before 
  applicable income taxes     5,571,103   4,480,903   1,940,838   1,611,667

Applicable income taxes       1,994,676   1,602,046     695,766     573,082

  Net income                  3,576,427   2,878,857   1,245,072   1,038,585
			    =========== =========== =========== ===========

Net income per share of 
  common stock              $      2.49 $      2.09 $      0.87 $      0.76
			    =========== =========== =========== ===========

Dividends per share of 
  common stock              $      0.60 $      0.50 $      0.00 $      0.00
			    =========== =========== =========== ===========

</TABLE>
<TABLE>
<CAPTION>

	 BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
		   CONSOLIDATED STATEMENTS OF CASH FLOWS
				 (UNAUDITED)

					   Nine Months Ended
					      September 30
					  1997           1996
<S>                                  <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                         $  3,576,427   $  2,878,857
  Adjustments to reconcile net 
  income to net cash provided by 
  operating activities
  Depreciation                            164,883        218,564
  Provision for loan losses               185,000        225,000
  Increase in taxes payable                12,499         63,069
  (Increase) in interest receivable      (168,742)        (4,743)
  (Decrease) in interest payable          (86,412)       (59,167)
  Other prepaids, deferrals 
    and accruals, net                    (167,973)       798,927

    Total adjustments                    ($60,745)    $1,241,650

Net cash provided by 
  operating activities               $  3,515,682   $  4,120,507

CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease in Bank Owned CD's            (500,000)       200,000
  Purchases of investment securities  (15,162,167)   (13,973,348)
  Proceeds from the maturity 
    of investment securities            7,312,685      5,770,000
  Purchases of premises and 
    equipment, net                       (446,601)       (28,989)
  Increase in loans, net              (17,434,083)   (10,802,621)
  Decrease in fed funds sold, net      10,845,000      3,980,000

Net cash (used in) investing 
  activities                         ($15,385,166)  ($14,854,958)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in deposits, net           $15,595,174    $17,234,767
  Proceeds from exercise of 
    stock options                         235,940              0
  Cash paid for treasury stock           (949,599)       (56,420)
  Cash dividends paid to shareholders    (816,518)      (690,243)

Net cash provided by 
    financing activities              $14,064,997    $16,488,104

Net increase in cash and due 
    from banks                        $ 2,195,513    $ 5,753,653

Cash and due from banks, 
   beginning of period                  9,823,064      6,582,328

Cash and due from banks, 
   ending of period                   $12,018,577    $12,335,981

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest                            $ 4,196,495    $ 3,939,202
  Income taxes                        $ 1,924,577    $ 1,692,900

</TABLE>

  See Notes to Consolidated Financial Statements

BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Note 1.   Basis of Presentation

	  The financial information included herein is unaudited;  however, 
such information reflects all adjustments (consisting solely of normal 
recurring adjustments) which are, in the opinion of management, necessary 
for a fair statement of results for the interim periods.

	  The results of operations for the nine months ended and three 
months ended September 30, 1997 are not necessarily indicative of the 
results to be expected for the full year.


Note 2.   Current Accounting Developments

	  The Financial Accounting Standards Board has issued SFAS No. 128, 
"Earnings Per Share".  SFAS No. 128 establishes standards for computing and 
presenting earnings per share (EPS) and applies to entities with publicly 
held common stock or potential common stock.  This Statement simplifies the 
standards for computing earnings per share previously found in APB Opinion 
No. 15, Earnings per Share, and makes them comparable to international EPS 
standards.  It replaces the     presentation of primary EPS with presentation 
of basic EPS.  It also requires dual presentation of basic and diluted EPS 
on the face of the income statement for all entities with complex capital 
structures and requires a reconciliation of the numerator and denominator 
of the basic EPS computation to the numerator and denominator of the 
diluted EPS computation.  The effective date of this statement is for 
financial statements issued for periods ending after December 15, 1997.  
The adoption of this Statement is not expected to have a material effect on 
earnings per share.


BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position
and operating results during the periods included in the accompanying
consolidated financial statements.

Financial Condition

As of September 30, 1997, the Company experienced an increase in total
assets of 9.66%, as compared to December 31, 1996.  Total loans increased
$17,373,634 during this period or approximately 14.45%.  Deposits increased
$15,595,174 or 9.44% during this period.  The increases in total assets,
loans and deposits are attributed to the calling efforts of our commercial
officers, as well as the addition of a commercial loan officer.

Liquidity

As of September 30, 1997, the liquidity ratio was 33.95%, which management
considers to be adequate to meet the Company's funding needs.  Liquidity is
measured by the ratio of net cash, short-term and marketable securities to
net deposits and short-term liabilities.

Capital

Banking regulations require the company to maintain minimum capital to
assets.  At September 30, 1997, the Company's capital ratio levels exceeded
the required ratios as follows:

						    Regulatory
					 Actual     Requirement

     Leverage capital ratio             10.84%         4.00%
     Risk based capital ratios:
     Core capital                       14.57%         4.00%
     Total capital                      15.82%         8.00%


BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations

Net interest income for the nine months ended September 30, 1997 increased
15.27% to $8,027,833 over the $6,964,611 for the same period in 1996; and
the increase for the three month period ending September 30, 1997 was
$363,157 or 14.84% as compared to the same period in 1996.  Interest income
for the nine month period increased $1,293,450 or 11.93%, while interest
expense increased $230,228 or 5.93%.  For the three month period, interest
income increased $515,479 or 13.58%; interest expense for the three month
period increased by $152,322 or 11.29% over the same period.  The interest
income increase was due to an overall increase in earning assets,
specifically in the areas of commercial loans and bank investments. 
The increase in interest expense is attributed to an increase in interest
bearing deposits which are a result of the marketing efforts of the bank.

Management decreased the provision for loan losses during the nine months
ended September 30, 1997 to $185,000 as compared to $225,000 for the same
period in 1996; the three month period ending September 30, 1997 also
reflects a decrease of $20,000 from the three months period ending 
June 30, 1996.  The determination of the amounts allocated for loan losses 
is based upon management's judgment concerning factors affecting loan 
quality and assumptions about the local and national economy.

Total other income decreased approximately $15,000 or 1.85% to $780,290 as
compared to $794,959 for the same nine month period in 1996.  During the
three months ended September 30, 1997 and 1996, total other income
increased to $260,820 from $236,062 or 10.49%. The increase in service
charge, for the nine months ended and three months ended, is a result of
increase in volume on commercial checking accounts, consumer service
charges and ATM withdrawal fees.  The decrease of $40,347, as compared to
1996, represents the gain on sale of other real estate, which had been
foreclosed.  The increase in other income, during the nine months and three
months ended, is primarily due to fee income received on the sale of mutual
funds, annuities, etc. by a third party ("Invest Corp.").  There was also
an increase in mortgage loan origination fees, and safe deposit box rental
income as compared to these same periods in 1996.

Total other expenses decreased slightly to $3,052,020 or .05% less than the
$3,053,667 during the first nine months of 1997.  Total other expenses
increased from $995,868 to $1,074,612 or 7.91% for the three months ending
September 30, 1997.  During the nine months ended and three months ended,
salaries and employee benefits increased was due to salary increases and
other personnel expenses, as well as the addition of a commercial loan
officer.  The decrease in equipment expense is attributed to an reduction
in depreciation expense; the increase in occupancy expense for the nine
month period and three month period is the result of repairs and
maintenance to the bank's branch offices.  The decrease in other operating
expenses for the nine month period is attributed to a decrease of
approximately $78,000 in FDIC Insurance Premiums as compared to the same
period in 1996, due to a refund from the BIF/SAIF funds and the reduction
of the quarterly BIF Assessment Fee.  There was also a decrease in legal
fees of approximately $21,000.  The increase in other operating expenses
for the three month period is primarily due to an increase in professional
expenses of approximately $30,000 and advertising expense of $11,000.

Net income increased for the nine month period ended September 30, 1997 by
$697,570 or 24.23% as compared to the same period in 1996; while net income
increased $206,487 or 19.88% for the three month period ending 
September 30, 1997.  The increase is attributed to an the increase in
deposit and loan relationships, as well as more efficient operations of the
bank.

The Company is not aware of any 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.

			      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.

			 BUTTON GWINNETT FINANCIAL CORPORATION


Date: 11/10/97           By:     /s/
				 Glenn S. White
				 President
				(Principal Executive Officer)


Date: 11/10/97           By:     /s/
				 Andrew R. Pourchier
				 Vice President and
				 Secretary-Treasurer
				(Principal Financial Officer)


Item 4 - Any matter submitted to the security holders for a vote.

	 None

Item 6 - Exhibits and reports on Form 8-K

	  (a)  Exhibits.

	       Exhibit 27 - Financial Data Schedule.

	  (a)  Reports on Form 8-K.

	       None.