EXHIBIT 2.4
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                          AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT  AND PLAN OF MERGER (the "Agreement") is entered into as of
the  15th  day of August, 2001, by and among PAB BANKSHARES, INC., a corporation
organized  under  the  laws of the State of Georgia (the "Holding Company"), THE
PARK  AVENUE  BANK, a Georgia financial institution ("Park Avenue"), and FARMERS
AND  MERCHANTS BANK, ADEL, COOK COUNTY, GEORGIA, a Georgia financial institution
("Farmers").

                              W I T N E S S E T H

     WHEREAS, Park Avenue is a financial institution duly organized and existing
under  the  laws  of  the State of Georgia, having its registered office at 3102
North  Oak  Street  Extension,  Valdosta,  Georgia,  Lowndes  County;  and

     WHEREAS,  Park  Avenue  has  authorized  capital stock consisting of 50,000
shares,  $10.00  par  value  per  share,  of which 50,000 shares have, been duly
issued  and  are  outstanding (the "Park Avenue Common Stock"), and all of which
are  held  by  the  Holding  Company  as  of  the  date  of  this Agreement; and

     WHEREAS,  Farmers  is  a  financial institution duly organized and existing
under the laws of the State of Georgia, having its registered office at 301 West
Fourth  Street,  Adel,  Cook  County,  Georgia;  and

     WHEREAS,  Farmers has authorized capital stock consisting of 19,750 shares,
$10.00 par value per share, of which 17,500 shares have been duly issued and are
outstanding  (the  "Farmers  Common  Stock"),  and 17,485 shares are held by the
Holding  Company  as  of  the  date  of  this  Agreement  and  Agreement;  and

     WHEREAS,  the  Boards  of  Directors  of  each  of  Park Avenue and Farmers
(collectively,  the  "Constituent  Banks")  have  deemed  it  advisable to merge
Farmers  with  and  into  Park  Avenue  (the  "Merger") and, by resolutions duly
adopted,  have  approved  the Merger on the terms and conditions hereinafter set
forth  in  accordance  with the laws of the State of Georgia which permit such a
Merger  and  have  directed  that  the  Agreement be submitted to the respective
shareholders  of  Park  Avenue  and  Farmers;  and

     WHEREAS,  the  Holding  Company  is  owner of all of the Park Avenue Common
Stock  and owner of 99.91% of the Farmers Common Stock and believes it is in the
best  interest  of  each  of  them  to  enter  into the Merger, and the Board of
Directors  of the Holding Company, by resolutions duly adopted, has approved the
Merger,  and  the  Holding  Company  has  agreed  to  be  bound  thereby;

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
agreements,  covenants and conditions hereinafter contained, and for the purpose
of  stating  the  method,  terms  and  conditions  of  the Merger, the manner of
carrying  the  same  into  effect  and  such other details and provisions as are
deemed desirable, the parties hereto have agreed and do hereby agree, subject to
the  terms  and  conditions  hereinafter  set  forth,  as  follows:


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                                    ARTICLE I

     Subject  to  the terms and upon satisfaction of all requirements of law and
the  conditions specified in this Agreement including receipt of the approval of
the  Georgia  Department  of  Banking and Finance, the Board of Governors of the
Federal  Reserve  System  and  any other state or federal regulatory agency, the
Merger shall become effective on the date that the Secretary of State of Georgia
shall  issue a certificate of merger with respect thereto in accordance with the
provisions of Section 7-1-536 of the Financial Institutions Code of Georgia (the
"Effective  Date"),  at which time the separate existence of Farmers shall cease
and  Farmers  shall  be  merged,  pursuant  to  Sections  7-1-530  et seq of the
                                                                   -- ---
Financial  Institutions  Code of Georgia  with and into Park Avenue, which shall
continue  its corporate existence and be the financial institution surviving the
Merger  (the  "Resulting  Bank").  The  Merger  shall  become effective upon the
Effective Date pursuant to Section 7-1-536 of the Financial Institutions Code of
Georgia.

                                   ARTICLE II

     The  name  of the Resulting Bank shall be "The Park Avenue Bank," a Georgia
financial institution.

                                  ARTICLE III

     The  Resulting  Bank shall be governed by the laws of the State of Georgia.
On  the  Effective  Date,  the existing Articles of Incorporation of Park Avenue
shall  be  the  Articles  of  Incorporation  of the Resulting Bank until further
amended in the manner provided by law.  The purposes and powers of the Resulting
Bank  shall  be as set forth in the currently existing Articles of Incorporation
of  Park  Avenue  until  further  amended  in  the  manner  provided  by  law.

                                   ARTICLE IV

     On  the  Effective  Date,  the  existing Bylaws of Park Avenue shall be the
Bylaws  of  the  Resulting  Bank,  until  the  same shall thereafter be altered,
amended  or  repealed  in  accordance  with  applicable  law,  the  Articles  of
Incorporation  and  said  Bylaws.

                                    ARTICLE V

     On  the  Effective Date, the persons who are the directors and the officers
of  Park  Avenue immediately or to the Effective Date shall be the directors and
officers of the Resulting Bank and shall serve until their respective successors
are elected or appointed pursuant to the Bylaws of the Resulting Bank. If on the
Effective  Date  a  vacancy  exists,  it  may thereafter be filled in the manner
provided  by  the  Bylaws  of  the  Resulting  Bank.


                                   ARTICLE VI

     The  manner  of  carrying into effect the Merger provided in this Agreement
shall  be  as  follows:


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     (a)  Each  share  of  Park  Avenue  Common  Stock  issued  and  outstanding
immediately prior to the Effective Date shall remain issued and outstanding from
and  after  the  Effective  Date;  and

     (b)  Each  share  of  Farmers  Common  Stock  issued and outstanding on the
Effective  Date  (excluding  shares  held by the Holding Company other than in a
fiduciary  capacity or as a result of debts previously contracted, and excluding
shares  held  by  Farmers  shareholders  who perfect their dissenters' rights of
appraisal  as  provided  in subsection (d) of this Article VI) shall cease to be
outstanding  and  shall be converted into and exchanged for the right to receive
$625  in  cash.

     (c)  Each  share of Farmers Common Stock held by the Holding Company, othre
than  in  a  fiduciary  capacity  or as a result of debts previously contracted,
shall  be canceled and retired on the Effective Date, and no consideration shall
be  issued  in  exchange  therefor.

     (d)  Any  holder  of  shares  of  Farmers  Common  Stock  who  perfects his
dissenters  right of appraisal in accordance with and as contemplated by Section
7-1-537(a)  of the Financial Institutions Code of Georgia and Sections 14-2-1301
et seq of the Georgia Business Corporation Code shall be entitled to receive the
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value  of  such  shares  in  cash as determined pursuant to such laws; provided,
                                                                       --------
however, that no such payment shall be made to any dissenting shareholder unless
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and  until  such  dissenting  shareholder  has  complied  with  the  applicable
provisions of the Georgia Business Corporation Code and surrender to Farmers the
certificate  or  certificates representing the shares for which payment is being
made.  In  the  event  that after the Effective Date a dissenting shareholder of
Farmers  fails  to  perfect,  or  effectively  withdraws  or loses, his right to
appraisal  and  of  payment  for  his  shares, Eagle shall issue and deliver the
consideration to which such holder of shares of Farmers Common Stock is entitled
under  this  Article  VI (without interest) upon surrender by such holder of the
certificate or certificates representing the shares of Farmers Common Stock held
by  him.

                                  ARTICLE VII

     On the Effective Date, all of the assets, liabilities, equity, reserves and
accounts  of  Farmers shall be transferred by Farmers to Park Avenue.  From time
to  time  as  and when requested by the, Resulting Bank, or by its successors or
assigns, Farmers shall execute and deliver or cause to be executed and delivered
all  such other instruments and shall take or cause to be taken all such further
or  other  actions as the Resulting Bank, or its successors or assigns, may deem
necessary or desirable in order to vest in and confirm to the Resulting Bank and
its  successors and assigns title to and possession of all the property, rights,
trusts,  privileges,  powers,  duties,  obligations,  licenses and franchises of
Farmers  and  otherwise  to carry out the intent and purposes of this Agreement.

                                  ARTICLE VIII

     On  the  Effective  Date,  the  assets,  liabilities,  equity, reserves and
accounts  of  the  Constituent  Banks  shall  be  recorded  on  the books of the
Resulting Bank at the amounts at which they, respectively, shall then be carried
on  the  books  of  said  Constituent  Banks,  subject  to  such  adjustments or
eliminations of intercompany items as may be appropriate in giving effect to the
Merger.


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                                   ARTICLE IX

     Notwithstanding  anything  herein  or  elsewhere  to  the  contrary,  this
Agreement  may  be  terminated  and  abandoned  by  Farmers, Park Avenue and the
Holding Company by appropriate resolution of any of their Boards of Directors at
any  time  prior  to  the  Effective  Date  of  the  Merger.

                                    ARTICLE X

     At  any time before approval and adoption by the respective shareholders of
Park Avenue and Farmers, this Agreement may be modified, amended or supplemented
by  additional  agreements, articles or certificates as may be determined in the
judgment  of  the  respective  Boards  of  Directors of the parties hereto to be
necessary,  desirable or expedient to further the purposes of this Agreement, to
clarify  the  intention of the parties, to add to or modify the covenants, terms
or  conditions  contained herein or to effectuate or facilitate any governmental
approval  of  the  Merger  or  this  Agreement  or  otherwise  to  effectuate or
facilitate  the  consummation  of  the  transactions  contemplated  hereby.


                                   ARTICLE XI

     This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which shall be deemed an original, but all of which shall
constitute  one  and  the  same  instrument

     IN  WITNESS  WHEREOF, each of the Constituent Banks and the Holding Company
have  caused  this  Agreement  to  be  signed  in its corporate name by its duly
authorized  officers  all  as  of  the  date  first  above  written.

                                      THE  PARK  AVENUE  BANK

                               By:    /s/  William  S.  Cowart
                                      -----------------------------------------
                                      William  S.  Cowart,  President

                               Attest:  /s/ Arabi Hall
                                      -----------------------------------------
                                      Arabi  Hall,  Asst.  Secretary

                                           [BANK SEAL]


                                      FARMERS  AND  MERCHANTS  BANK,
                                      Adel,  Cook  County,  Georgia


                               By:    /s/  Brenda  Bone  Schwalls
                                      -----------------------------------------
                                      Brenda  Bone  Schwalls,  President

                               Attest:  /s/  Joan C. Ensley
                                      -----------------------------------------


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                                      Joan  C.  Ensley,  Secretary

                                      PAB  BANKSHARES,  INC.


                               By:    /s/  R.  Bradford  Burnette
                                      -----------------------------------------
                                      R.  Bradford  Burnette,  Chairman  and
                                      Chief  Executive  Officer


                               Attest:  /s/  Denise McKenzie
                                      -----------------------------------------
                                      Denise  McKenzie,  Secretary


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