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 June 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  30078
     (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 June 30, 1997
----------------------------              ---------------------------------
Common Stock, $.01 Par Value                            1,360,764


	    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
				  INDEX

Part I.  Financial Information                           Page No.

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

     Consolidated Statements of Income - Six Months 
     Ended June 30, 1997 and 1996 and Three Months  
     Ended June 30, 1997 and 1995                              4

     Consolidated Statements of Cash Flows - 
     Six Months Ended June 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 & SUBSIDIARIES
		   CONSOLIDATED BALANCE SHEET
			    (UNAUDITED)
						 June 30            June 30
ASSETS                                             1997              1996
<S>                                            <C>                <C>
Cash and due from banks                        $10,926,809        $14,586,764
Bank owned certificates of deposit                 500,000            200,000
Investment securities, approximate market 
value of $36,127,911                            36,072,724         31,505,365
Federal funds sold                              13,825,000         14,930,000

    Total Cash and Investments                  61,324,533         61,222,129

Loans                                          126,671,045        108,979,084
  Less reserve for loan losses                  (2,462,436)        (2,058,505)

    Net loans                                  124,208,609        106,920,579
Premises & equipment, net                        3,959,318          3,737,750
Other assets                                     2,502,212          1,710,213

					      $191,994,672       $173,590,671
					      ============       ============

LIABILITIES & STOCKHOLDERS' EQUITY

Deposits:
  Demand                                      $ 48,501,346       $ 40,634,937
  Interest-bearing demand                       60,008,180         47,257,110
  Savings                                        5,228,549          6,355,808
  Time over $100,000                            19,609,459         18,447,184
  Time under $100,000                           36,353,380         41,286,941

    Total deposits                            $169,700,914       $153,981,980

Other liabilities                                1,458,637          1,600,279

	 Total liabilities                    $171,159,551       $155,582,259

Stockholders' Equity
  Common stock $.01 par, 5,000,000 authorized;
    1,527,639 shares issued                   $     15,276       $     15,276
  Surplus                                       15,531,529         17,774,397
Retained earnings                                7,447,911          1,840,272

					      $ 22,994,716       $ 19,629,945
  Less cost of shares acquired for the treasury,
    166,875 shares                               2,159,595          1,621,533

	 Total stockholders' equity             20,835,121         18,008,412

					      $191,994,672       $173,590,671
					      ============       ============
</TABLE>
<TABLE>
<CAPTION>

    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARIES
	      CONSOLIDATED STATEMENTS OF INCOME
			    (UNAUDITED)
					       Six Months Ended         Three Months Ended
						    June 30                    June 30
					     1997          1996            1997       1996

Interest income:
<S>                                        <C>           <C>             <C>           <C>
  Interest and fees on loans               $6,470,294    $5,835,753      $3,279,512    $2,931,012
  Interest on taxable investments             930,665       695,204         499,855       370,709
  Interest on nontaxable investments           78,555        89,271          37,247        32,269
  Interest on bank deposits and 
    other investments                          14,153         5,759           7,578         2,863
  Interest on Federal Funds Sold              333,513       423,221         124,929       223,833

					   $7,827,180    $7,049,208      $3,949,121    $3,560,686

Interest expense:
  Deposits                                 $2,608,977    $2,531,070      $1,283,501    $1,284,394

					   $2,608,977    $2,531,070      $1,283,501    $1,284,394

Net interest income before provision       $5,218,203    $4,518,138      $2,665,620    $2,276,292
     for loan losses
Provision for loan loss                       130,000       150,000          55,000        75,000

  Net interest income                      $5,088,203    $4,368,138      $2,610,620    $2,201,292

Other income
  Service charges on deposit accounts      $  377,343    $  372,998      $  192,779    $  187,275 
  Gain on sale of ORE                               0        40,347               0        40,347
  Other income                                142,127       145,552          58,454        68,138

					   $  519,470    $  558,897      $  251,233    $  295,760

Other expense
  Salaries & employee benefits             $1,255,185    $1,182,500      $  647,875    $  596,921
  Equipment expense                           110,512       127,386          51,873        63,504
  Occupancy expense                           112,490       108,185          68,037        51,242
  Other operating expenses                    499,221       639,728         267,933       348,133

					   $1,977,408    $2,057,799      $1,035,718    $1,059,800

Net income before applicable 
  income taxes                             $3,630,265    $2,869,236      $1,826,135    $1,437,252
Applicable income taxes                     1,298,910     1,028,964         653,910       529,964

  Net income                               $2,331,355    $1,840,272      $1,172,225    $  907,288
					   ===========   ===========     ===========   ==========

Net income per share of common stock       $     1.60    $     1.33      $     0.82    $     0.66
					   ===========  ===========      ===========   ==========

Dividends per share of common stock        $     0.60    $     0.50      $     0.00    $     0.00
					   ===========  ===========      ===========   ==========
</TABLE>
<TABLE>
<CAPTION>


    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARIES
	      CONSOLIDATED STATEMENTS OF CASH FLOWS
			    (UNAUDITED)
							 Six Months Ended
							      June 30
							1997          1996
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>            <C>
  Net Income                                        $2,331,355     $1,840,272
  Adjustments to reconcile net income to net
  cash provided by operating activities
  Depreciation                                          88,829        125,213
  Provision for loan losses                            130,000        150,000
  Increase in taxes payable                              3,433         77,155
  (Increase) in interest receivable                   (167,806)       (78,027)
  (Decrease) in interest payable                       (84,704)      (126,608)
  Other prepaids, deferrals and accruals, net          (75,770)       870,811

    Total adjustments                                ($106,018)    $1,018,544

Net cash provided by operating activities           $2,225,337     $2,858,816

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of investment securities                (6,223,441)    (8,978,805)
  Proceeds from the maturity of investment           2,155,000      3,385,000
    securities
  Purchase of bank owned certificate of deposit       (500,000)             0
  Purchases of premises and equipment, net            (428,028)       (14,768)
  (Increase) in loans, net                          (6,770,070)    (6,372,006)
  Decrease in federal funds sold, net                7,690,000      4,695,000

Net cash (used in) investing activities            ($4,076,539)   ($7,285,579)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in deposits, net                         $4,464,124    $13,177,862
  Cash paid for treasury stock                        (928,599)       (56,420)
  Proceeds from exercise of stock options              235,940              0
  Cash dividends paid to shareholders                 (816,518)      (690,243)

Net cash provided by financing activities           $2,954,947    $12,431,199

Net increase in cash and due from banks             $1,103,745    $ 8,004,436

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

Cash and due from banks, ending of period          $10,926,809    $14,586,764

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest                                         $ 2,693,681    $ 2,657,678
  Income taxes                                     $ 1,335,477    $ 1,028,964

</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 six months ended and three 
months ended June 30, 1997 are not necessarily indicative of the results to be
expected for the full year.


Note 2.  Current Accounting Developments

	 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 June 30, 1997, the Company experienced an increase in total assets of 
2.91%, as compared to December 31, 1996.  Total loans increased $6,707,507
during this period or approximately 5.58%.  Deposits increased $4,464,124 or
2.70% 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 June 30, 1997, the liquidity ratio was 35.16%, 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 June 30, 1997, the Company's capital ratio levels exceeded the required
ratios as follows:

							 Regulatory
					 Actual          Requirement

     Leverage capital ratio              10.85%             4.00%
     Risk based capital ratios:
     Core capital                        14.72%             4.00%
     Total capital                       15.98%             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 six months ended June 30, 1997 increased 15.49% to
$5,218,203 over the $4,518,138 for the same period in 1996; and the increase
for the three month period ending June 30, 1997 was $389,328 or 17.10% as
compared to the same period in 1996.  Interest income for the six month period
increased $777,972 or 11.04%, while interest expense increased $77,907 or
3.08%.  For the three month period, interest income increased $388,435 or
10.91%; interest expense for the three month period decreased slightly by $893
or .07% 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 six months ended
June 30, 1997 to $130,000 as compared to $150,000 for the same period in 1996;
the three month period ending June 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 $39,000 or 7.05% to $519,470 as 
compared to $558,897 for the same six month period 1996.  During the three
months ended June 30, 1997 and 1996, total other income decreased to $251,233
from $295,760 or 15.06%. The increase in service charge is a result of
increase in volume on commercial checking accounts, consumer service charges,
non-sufficient funds 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 decrease in other income is primarily
due to fee income received on the sale of mutual funds, annuities, etc. by a
third party ("Invest Corp.").  There was also a decrease in mortgage loan
origination fees as compared to the same period in 1996.

Total other expenses decreased to $1,977,408 or 3.91% less than the $2,057,799
during the first six months of 1997.  Total other expenses decreased slightly
from $1,059,800 to $1,035,718 or 2.27% for the three months ending June 30,
1997.  The increase in salaries and employee benefits was due to salary
increases and other personnel expenses, as well as the addition of a
commercial loan officer. The slight decrease in equipment expense is
attributed to an reduction in depreciation expense; the increase in occupancy
expense for the six 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 six month period is attributed to Other Real
Estate expense which decreased $25,000 over the prior period which is
attributed to a recovery on expenses from property that was sold during the
first quarter. There was a decrease of approximately $68,000 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 $43,000.  The
decrease in other operating expenses for the three month period is primarily
due to a $25,000 reduction in FDIC expense and a reduction of legal expenses
of approximately $52,000.

Net income increased for the six month period ended June 30, 1997 by $491,083
as compared to the same period in 1996; while net income increased $264,937
or 29.20% for the three month period ending June 30, 1997.  The increase is
attributed to more efficient operations of the bank, as well as an the
increase in deposit and loan relationships.

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: ____________                By:___________________________________
				     Glenn S. White
				     President
				    (Principal Executive Officer)




Date: ____________                By:___________________________________
				     Andrew R. Pourchier
				     Vice President and
				     Secretary-Treasurer
				    (Principal Financial Officer)


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

     The annual shareholders meeting was held on April 21, 1997 for the 
following purposes:

     (1)  To elect directors of the Company to serve until their successors
	  are duly elected and qualified;

     (2)  To ratify the selection of Mauldin & Jenkins as independent public
	  accountants for the fiscal year ending December 31, 1997;

     (3)  To consider such other business as may properly come before the 
	  Annual Meeting or any adjournments thereof.


	  Total shares represented at the meeting were:

	  846,042 shares

	 (1)   Votes cast for               845,020
	       Votes cast against             1,022

	 (2)   Votes cast for               839,845
	       Votes cast against             3,112
	       Votes abstained                3,445


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

	  (a)  Exhibits.
	  
	       Exhibit 27 - Financial Data Schedule.

	  (b)  Reports on Form 8-K.

	       None.