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, 1996
 _
|_|     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, 1996
----------------------------     ---------------------------------
Common Stock, $.01 Par Value                            1,378,746


BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY

INDEX

Part I. Financial Information                                   Page No.

      Consolidated Balance Sheet - September 30, 1996
       and September 30, 1995                                         3

     Consolidated Statements of Income - Nine Months
     Ended September 30, 1996 and 1995 and Three Months 
     Ended September 30, 1996 and 1995                                4

     Consolidated Statements of Cash Flows -
     Nine Months Ended September 30, 1996 and 1995                    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                                               1996          1995
<S>                                            <C>              <C>  
Cash and due from banks                          $12,335,981      $8,905,860
Bank owned certificates of deposit                         0         300,000
Investment securities, approximate
   market value of $33,943,626                    34,114,908      24,606,147
Federal funds sold                                15,645,000      20,755,000
              
    Total Cash and Investments                    62,095,889      54,567,007
              
Loans                                            113,409,379     103,030,388
    Less reserve for loan losses                  (2,133,184)     (1,844,976)
                   
       Net loans                                 111,276,195     101,185,412
    Premises & equipment, net                  3,658,620       4,295,061
    Other assets                               1,802,016       1,534,730
                   
                             $178,832,720    $161,582,210
                             ============    ============
                   
    LIABILITIES & STOCKHOLDERS' EQUITY                     
                   
    Deposits:                      
      Demand                                 $41,930,572     $34,049,866
      Interest-bearing demand                 52,419,516      37,357,869
      Savings                                  5,749,783       6,295,483
      Time over $100,000                      18,753,089      19,993,749
      Time under $100,000                     39,185,925      46,473,296
                   
        Total deposits                      $158,038,885    $144,170,263
                   
    Other liabilities                          1,746,838       1,442,464
                   
          Total liabilities              $159,785,723    $145,612,727
                   
    Stockholders' Equity                   
      Common stock $.01 par,
       5,000,000 authorized;                 
        1,527,639 shares issued                 $15,276         $15,275
      Surplus                                17,774,397      15,166,196
    Retained earnings                         2,878,857       2,353,125
                   
                             $20,668,530     $17,534,596
      Less cost of shares acquired for
      the treasury,                       
        148,893 shares                        1,621,533       1,565,113
                   
          Total stockholders' equity      19,046,997      15,969,483
                   
                               $178,832,720    $161,582,210
                               ============    ============
                   
                   
</TABLE>

<TABLE>
<CAPTION>
       BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY                      
                          
               CONSOLIDATED STATEMENTS OF INCOME                               
                
                       (UNAUDITED)                                             
  
                                       
                             Nine Months Ended        Three Months Ended       
  
                              September 30             September 30 
                            1996         1995          1996         1995 
<S>                                    <C>           <C>            <C>        
   <C>                                           
                                 
Interest income:                                                       
  Interest and fees on loans           $8,858,787     $8,559,973     $3,023,034
   $2,962,512
  Interest on taxable investments       1,125,705        788,535        430,501
      280,416
  Interest on nontaxable investments      136,005        159,263         46,734
       56,596
  Interest on bank deposits and
     other investments                      7,705         11,398          1,946
        3,866
  Interest on Federal Funds Sold          716,444        505,679        293,223
      325,261
                                      
                         $10,844,646    $10,024,848     $3,795,438    $3,628,651
                                       
   Interest expense:                                                      
     Deposits                          $3,880,035     $3,477,916      1,348,965
    1,375,597
                                       
                          $3,880,035     $3,477,916     $1,348,965    $1,375,597
                                       
                                       
Net interest income before provision   $6,964,611     $6,546,932      2,446,473
    2,253,054
   for loan losses                                                   
      Provision for loan loss             225,000        450,000         75,000
      150,000
                                       
   Net interest income                 $6,739,611     $6,096,932      2,371,473
    2,103,054
                                       
 Other income                                                   
   Service charges on deposit accounts   $564,307       $523,241       $191,309
     $171,394
   Gain on sale of Other Real Estate       40,347              0              0
            0
   Other income                           190,304        124,230         44,752
       54,020
                                       
                         $794,958       $647,471       $236,061      $225,414
                                       
Other expense                                                  
  Salaries & employee benefits         $1,770,665     $1,684,284       $588,165
     $556,976
  Equipment expense                       223,770        215,864         96,384
       94,918
  Occupancy expense                       154,425        160,144         46,240
       55,049
  Data processing                         104,430         95,953         35,969
       32,602
  FDIC insurance premiums                  89,599        220,278         29,904
      100,520
  Other real estate expenses                1,047         11,206            539
      (39,303)
  Other operating expenses                722,012        721,549        210,948
      218,844
                                      
                          $3,065,948     $3,109,278     $1,008,149    $1,019,606
                                       
 Net income before applicable
   income taxes                        $4,468,621     $3,635,125     $1,599,385
   $1,308,862
 Applicable income taxes                1,589,764      1,282,000        560,800
      466,000
                                       
     Net income                        $2,878,857     $2,353,125     $1,038,585
     $842,862
                          ===========    ===========    ===========  
===========
                                       
   Net income per share of common stock    $2.09           $1.70          $0.76
        $0.61
                          ===========    ===========    ===========  
===========
                                       
   Dividends per share of common stock     $0.50           $0.35          $0.00
        $0.00
                          ===========    ===========    ===========   
===========
                                       
</TABLE>
<TABLE>
<CAPTION>
                                       
                                       
                                       
        BUTTON GWINNETT FINANCIAL CORPORATION & SUBSIDIARY                     
                           
               CONSOLIDATED STATEMENTS OF CASH FLOWS                           
                        
                       (UNAUDITED)                                             
  
                                          Nine Months Ended                    
                          
                                        September 30                           
              
                                        
                          

                                         1996            1995                  
        
<S>                                                        <C>              <C>
           
CASH FLOWS FROM OPERATING ACTIVITIES                                           
        

 Net Income                                                 $2,878,857     
$2,353,125                             
  Adjustments to reconcile net income to net                                   
                 
    cash provided by operating activities                                      
         
    Depreciation                                               218,564        
207,944                        
    Provision for loan losses                                  225,000        
450,000                        
    Increase (decrease) in taxes payable                        63,069        
(24,774)                               
    (Increase) decrease in interest receivable                  (4,743)       
(31,812)                               
    Increase (decrease) in interest payable                    (59,167)       
404,556                        
     Other prepaids, deferrals and accruals, net               798,927        
317,476                        
                                       
       Total adjustments                                    $1,241,650     
$1,323,390                             
                                       
    Net cash provided by operating activities           $4,120,507     
$3,676,515                             
                                       
CASH FLOWS FROM INVESTING ACTIVITIES                                           
       
  Decrease in Bank Owned CD's                                  200,000         
     0                              
  Purchases of investment securities                       (13,973,348)    
(6,309,533)                            
  Proceeds from the maturity of investment                   5,770,000      
5,365,000                              
    securities                                                 
  Purchases of premises and equipment, net                     (28,989)       
(41,255)                               
  Increase in loans, net                                   (10,802,621)       
(15,871,401)                           
  (Increase) decrease in federal funds sold, net             3,980,000        
(17,810,000)                           
                                      
     Net cash (used in) investing activities              ($14,854,958)   
($34,667,189)                          
                                       
CASH FLOWS FROM FINANCING ACTIVITIES                                           
       
  Increase in deposits, net                                $17,234,767     
$33,118,818                            
  Cash paid for treasury stock                                 (56,420)       
(823,736)                              
  Cash dividends paid to shareholders                         (690,243)       
(484,658)                              
                                       
Net cash provided by financing activities                  $16,488,104     
$31,810,424                            
                                       
Net increase in cash and due from banks                     $5,753,653        
$819,750                               
                                       
Cash and due from banks, beginning of period                 6,582,328       
8,086,110                              
                                       
Cash and due from banks, ending of period                  $12,335,981      
$8,905,860                             
                                       
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                              
                       
  Cash paid during the period for:                                             
         
      Interest                                          $3,939,202      
$3,073,360                             
      Income taxes                                      $1,692,900      
$1,389,874                             
                                       
    See Notes to Consolidated Financial Statements                             
                   
                                       
</TABLE>

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, 1996 are not                  
necessarily indicative of the results to be expected           
for the full year.

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, 1996, the Company experienced an increase in
total assets of 12.33%, as compared to December 31, 1995.  Total
loans increased $10,757,616 during this period or approximately
10.48%.  Deposits increased $17,234,766 or 12.24% 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 calling efforts of our commercial officers.

Liquidity

As of September 30, 1996, the liquidity ratio was 38.03%, 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, 1996, the Company's capital ratio
levels exceeded the required ratios as follows:
             
                                       Regulatory
                             Actual      Requirement
    
    Leverage capital ratio                  10.65%          4.00%  
    Risk based capital ratios:                             
    Core capital                            14.93%          4.00%
     Total capital                              16.18%          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, 1996 increased
6.28% to $6,964,611 over the $6,546,932 for the same period in 1995; and
the increase for the three month period ending September 30, 1996 was
$193,419 or 8.58% as compared to the same period in 1995.  Interest
income for the nine month period increased $819,708 or 8.18%, while
interest expense increased $402,119 or 11.56%.  For the three month period,
interest income increased $166,787 or 4.59%; interest expense for the three
month period decreased approximately $26,632 or 1.96% 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 for the nine month period is attributed to
an increase in interest bearing deposits which are a result of the marketing
efforts of the bank; while the decrease in this same category for the three
month period is a result of an increase in Money Market accounts rather than
in Certificates of Deposit.

Management decreased the provision for loan losses during the nine months
ended September 30, 1996 to $225,000 as compared to $450,000 for the same
period in 1995; the three month period ending September 30, 1996 also
reflects a decrease of $75,000 from the three months period ending
September 30, 1995.  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 increased approximately $147,487 or 22.78% to $794,958
as compared to $647,471 for the same nine month period 1995.  During the
three months ended September 30, 1996 and 1995, total other income increased
to $236,061 from $225,414, or 4.7% for the same period. The increase in service
charge for the nine months ended and three months ended September 30, 1996 is
a result of increase in volume on commercial checking accounts, consumer
service charges, non-sufficient funds charges and ATM withdrawal fees. 
The nine month increase of $40,347 represents the gain on sale of other
real estate, which had been foreclosed. The nine month increase in other
income is primarily due to fee income received on the sale of mutual funds,
annuities, etc. by a third party ("Invest Corp.").  Another factor which
caused an increase in other income is interest collected on proceeds from
the sale of a piece of property owned by the company for a potential branch
site.  There was also an increase in and safe deposit box rent as compared
to the same period in 1995.  A decrease in other income for the three months
ended is related to permanent origination fees.

Total other expenses decreased slightly as compared to the nine month and
three month periods ending September 30, 1996.  The increase in salaries
and employee benefits was due to additional employees added to the staff
over the same period in 1995.  The slight increase in equipment expense is
attributed to an increase in depreciation expense and equipment repairs;
the decrease in occupancy expense for the nine and three month period is
attributed to rental income that is net of occupancy expense; and the
small increase in data processing fees is due to the additional number of
accounts.  There was a decrease of approximately $60,000 and $23,600 in
FDIC Insurance Premiums as compared to the nine and three months ended
September 30, 1995.  Other real estate expense decreased $10,000 under
the nine month period and $40,000 under the three month period, as
renovation expenses were incurred during 1995 on foreclosed property
which was sold that same year.  The slight decrease in other expenses
for the nine month period is attributed to advertising expense.

Net income increased for the nine month period ended September 30, 1996
by $844,496 as compared to the same period in 1995; while net income
increased $290,523 or 22.20% to $1,599,385 for the three month period
ending September 30, 1996.  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.


         None


Item 6 - Exhibits and reports on Form 8-K

         (a)  Exhibits.

              None.

         (a)     Reports on Form 8-K.

              None.