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, 1995
 _
|_|    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.)

PO BOX 1230, 150 S. PERRY STREET, LAWRENCEVILLE, GA 30246-1230
  (Address of Principal Executive Offices)     (Zip Code) 

(770) 963-6665
(Issuer's Telephone Number, including Area Code)

   2230 SCENIC HIGHWAY, SNELLVILLE, GEORGIA  30278
(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 ______   No ______

APPLICABLE ONLY TO CORPORATE ISSUERS

       Class                       Outstanding at September 30, 1995

Common Stock, $.01 Par Value                        1,382,537



BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARIES

INDEX

Part I.   Financial Information                             Page No.

      Consolidated Balance Sheet - September 30, 1995        3

      Consolidated Statements of Income - Nine Months
      Ended September 30, 1995 and 1994 and Three Months
      Ended September 30, 1995 and 1994                      4

      Consolidated Statements of Cash Flows -
      Nine Months Ended September 30, 1995 and 1994          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                           10

      Item 6 - Exhibits and reports on Form 8-K             10

      Signatures                                            11





    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
            CONSOLIDATED BALANCE SHEET
                  (UNAUDITED)
                                   September 30
                                    1995
ASSETS


Cash and due from banks                               $  8,905,860
Bank owned certificates of deposit                         300,000
Investment securities, approximate market value
  of $24,562,520                                        24,606,147
Federal funds sold                                      20,755,000

    Total Cash and Investments                          54,567,007

Loans                                                  103,030,388
  Less reserve for loan losses                          (1,844,976)

    Net loans                                          101,185,412

Premises & equipment, net                                4,295,061
Other assets                                             1,534,730

  TOTAL ASSETS                                        $161,582,210

LIABILITIES & STOCKHOLDERS' EQUITY

Deposits:
  Demand                                              $ 34,049,866
  Interest-bearing demand                               37,357,869
  Savings                                                6,295,483
  Certificates of deposit                               66,467,045

    Total deposits                                    $144,170,263

Other liabilities                                        1,442,464

     Total liabilities                            $145,612,727

Stockholders' Equity
  Common stock $.01 par, 5,000,000 authorized;
    1,527,539 shares issued                           $     15,275
  Surplus                                               15,166,196
Retained earnings                                        2,353,125

                                   $ 17,534,596
  Less cost of shares acquired for the treasury,
   145,002 shares                                       (1,565,113)

     Total stockholders' equity                     15,969,483

    TOTAL LIABILITIES                                 $161,582,210

    BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY
          CONSOLIDATED STATEMENTS OF INCOME
                  (UNAUDITED)
                       Three Months Ended     Nine Months Ended
                        September 30          September 30
                         1995       1994        1995      1994
Interest income:
Interest & fees on loans          $2,962,512 $2,143,630 $ 8,559,973 $6,098,102
 Interest on taxable investments     609,543    313,102   1,305,612    865,374
 Interest on tax free investments     56,596     51,291     159,263    155,699

                     $3,628,651 $2,508,023 $10,024,848 $7,119,175

Interest expense:
  Deposits                        $1,375,597 $  746,480 $ 3,477,916 $2,162,745

                     $1,375,597 $  746,480 $ 3,477,916 $2,162,745

Net interest income before
  provision for loan losses       $2,253,054 $1,761,543 $ 6,546,932 $4,956,430

Provision for loan loss           $  150,000     55,000     450,000    120,000

  Net interest income             $2,103,054 $1,706,543 $ 6,096,932 $4,836,430

Other income
  Service charges on
deposit accounts                  $  195,200 $  150,676 $   523,241 $  445,658
  Other income                    $   30,214     42,435     124,230    216,712

                     $  225,414 $  193,111 $   647,471 $  662,370

Other expense
  Salaries & employee benefits    $  557,707 $   460,973 $1,684,285 $1,375,649
  Occupancy and equipment expense $  149,967     152,902    376,008    440,261
  Other operating expenses        $  311,932     301,066  1,048,985  1,075,347

                     $1,019,606 $   914,941 $3,109,278 $2,891,257

Net income before applicable
  income taxes                    $1,308,862 $   984,713 $3,635,125 $2,607,543
Applicable income taxes           $  466,000     345,500  1,282,000    895,000

  Net income                      $  842,862 $   639,213 $2,353,125 $1,712,543

Net income per share of
  common stock                    $     0.61 $      0.44 $     1.70 $     1.18

Dividends per share of
  common stock                    $     0.00 $      0.00 $     0.35 $     0.30



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

                                     Nine Months Ended
                                        September 30
                                      1995       1994

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                              $2,353,125  $1,712,543
Adjustments to reconcile net income to net
  cash provided by operating activities
  Depreciation                                             207,944      83,551
  Provision for loan losses                                450,000     120,000
  (Increase) decrease in accrued interest receivable       (31,812)   (166,894)
  Increase (decrease) in accrued interest payable          404,556     (10,060)
  Other prepaids and accruals, net                         292,702     461,029

    Total adjustments                                   $1,323,390  $  487,626

Net cash provided by operating activities               $3,676,515  $2,200,169


CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease in bank owned CD's                           $        0  $1,099,000
  Purchases of investment securities                    (6,309,533) (8,437,036)
  Proceeds from the maturity of investment securities    5,365,000   1,355,000
  Purchases of premises and equipment, net                 (41,255)     16,074
  Increase in loans, net                               (15,871,401) (5,703,821)
  (Increase) decrease in federal funds sold, net       (17,810,000)  8,800,000

Net cash (used in) investing activities               ($34,667,189)($2,870,783)


CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in deposits, net                            $33,118,818  $4,407,948
  Purchase of Treasury Stock                              (823,736)    (49,072)
  Cash dividends paid to shareholders                     (484,658)   (436,508)
  Exercise stock options                                         0      13,562

Net cash provided by financing activities              $31,810,424  $3,935,930


Net increase in cash and due from banks                $   819,750  $3,265,316

Cash and due from banks, beginning of period             8,086,110   4,459,457

Cash and due from banks, ending of period              $ 8,905,860  $7,724,773

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest                                             $ 3,073,360  $2,172,806
  Income taxes                                         $ 1,389,874   $ 959,367

See Notes to Consolidated Financial Statements



BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARIES
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
September 30, 1995 are not necessarily indicative of the results to
be expected for the full year.

Note 2.  Adoption of New Accounting Principle

     On January 1, 1995, the Company adopted Statement of Financial
Accounting Standard "SFAS" No. 114, "Accounting by Creditors for the
Impairment of a Loan."  SFAS No. 114 generally requires impaired
loans to be measured on the present value of expected future cash
flows discounted at the loan's effective interest rate, at the
loan's observable market price or at the fair value of the collateral
if the loan is collateral dependent.  A loan is impaired when it
is probable the creditor will be unable to collect all contractual
principal and interest payments due in accordance with the terms of
the loan agreement. The adoption of SFAS 114 did not have a material
effect on the Company's consolidated financial statements.

BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARIES
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, 1995, the Company experienced an increase in
total assets of 27.43%, as compared to December 31, 1994.  Total
loans increased $15,421,401 during this period or approximately
17.98%. Deposits increased $33,118,818 or 29.82% during this period.
The increases in total assets, loans and deposits are attributed to
the improvement in the stability of the local economy, as well as the
addition of three commercial officers to the staff.

Liquidity

As of September 30, 1995, the liquidity rate was 36.12%, 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 banks and bank holding companies to
maintain minimum capital ratios to assets.  At September 30, 1995,
the Company's capital ratios on a combined basis exceeded the required
ratios as follows:

                                  Regulatory
                        Actual         Requirement

  Leverage capital ratio                 9.88%             4.00%
  Risk based capital ratios:
  Core capital                          13.50%             4.00%
  Total capital                         14.75%             8.00%


BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARIES
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, 1995
increased 32.09% to $6,546,932 over the $4,956,430 for the same period
in 1994. Interest income for the nine month period increased $2,905,673
or 40.81%, while interest expense increased $1,315,171 or 60.81%.  The
interest income increase was due to the significant increase in
commercial loans that were produced by the commercial officers.
The increase in interest expense is attributed to the increase in
new interest bearing deposit accounts that have been opened as a
result of the calling efforts of the commercial officers.

Management increased the provision for loan losses during the nine
months ended September 30, 1995 to $450,000 as compared to $120,000 for
the same period in 1994, primarily due to the increase in the amount of
total loans outstanding.  Based on management's assessment of the
economic environment and prior charge-off and collection history, the
reserve for loan loss is considered adequate to absorb future losses
inherent in the portfolio.

Total other income decreased approximately $14,899 or 2.25% to $647,471
as compared to $662,370 for the same period 1994. The increase in
service charge is a result of increase in volume primarily from
commercial checking accounts, which are subject to analysis charges. 
The decrease in other income is due to the reduction in rental income
earned on other real estate during the same period in 1994.  There was
also a decrease in the amount of origination fees earned during the same
period in 1994.

Total other expenses increased to $3,109,278 or 7.54% over the
$2,891,257 during the nine months ended September 30, 1994. The increase
in salaries and employee benefits was due to an addition of
approximately nine employees to the staff over the same period in 1994. 
Occupancy and equipment expense decreased due to the closing of a branch
office, of which rental expense was incurred during 1994.

Net income increased for the nine month period ended September 30, 1995
by $640,582 as compared to the same period in 1994.  The increase is
attributed to more efficient operations of the bank, improvement in the
local economy and 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.


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

     None

Item 6 - Exhibits and reports on Form 8-K

     (a)  Exhibits.

          None.

     (a)  Reports on Form 8-K.

          None.


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
                     Executive Vice President and
                     Secretary-Treasurer
                    (Principal Financial Officer)