EXHIBIT 2.3
                                                                     -----------

                          AGREEMENT AND PLAN OF MERGER


     THIS  AGREEMENT  AND PLAN OF MERGER (the "Agreement") is entered into as of
the  23rd  day  of March, 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 and wholly owned subsidiary of
the  Holding  Company  ("Park Avenue"), and FRIENDSHIP COMMUNITY BANK, a Florida
financial  institution  and  wholly  owned  subsidiary  of  the Holding Company.

                              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,  Friendship is a financial institution duly organized and existing
under  the  laws  of  the State of Florida, having its registered office at 8375
Southwest  State  Road  200,  Ocala,  Florida,  Marion  County;  and

     WHEREAS,  Friendship  has  authorized capital stock consisting of 1,000,000
shares, $5.00 par value per share, of which 414,000 shares have been duly issued
and  are  outstanding (the "Friendship Common Stock"), and all of which are held
by  the  Holding  Company  as  of  the  date  of  this  Agreement;  and


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     WHEREAS,  the  Boards  of  Directors  of each of Park Avenue and Friendship
(collectively,  the  "Constituent  Banks")  have  deemed  it  advisable to merge
Friendship  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  Friendship;  and

     WHEREAS,  the  Holding  Company  is the sole shareholder of Park Avenue and
Friendship 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:

                                    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 Federal Deposit Insurance
Corporation  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 Friendship shall cease and
Friendship  shall  be  merged,  pursuant  to


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Sections  7-1-530  et.  seq.  of the Financial Institutions Code of Georgia (the
                   ---  ----
"FICG")  and  Sections 607.1101 et. seq. of the Florida Business Corporation Act
                                --- ----
(the  "FBCA")  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  FICG  and  Section  607.1105  of  the  FBCA.

                                   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 prior 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.


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                                   ARTICLE VI

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

          Prior to the Merger, all outstanding shares of Friendship Common Stock
     are  owned  by  the  Holding  Company. On the Effective Date, each share of
     Friendship  Common  Stock issued and outstanding shall be retired, canceled
     and  extinguished.

                                   ARTICLE VII

     On the Effective Date, all of the assets, liabilities, equity, reserves and
accounts  of Friendship shall be transferred by Friendship to Park Avenue.  From
time  to  time as and when requested by the Resulting Bank, or by its successors
or  assigns,  Friendship  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  Friendship and otherwise to carry out the intent and purposes of
this  Agreement.


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                                  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.

                                   ARTICLE IX

     Notwithstanding  anything  herein  or  elsewhere  to  the  contrary,  this
Agreement  may  be  terminated  and abandoned by Friendship, 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 or after approval and adoption by the respective sole
shareholders  of  Park  Avenue  and  Friendship, 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.


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     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/  Denise  McKenzie
                                       ----------------------------------
                                       Denise  McKenzie,  Secretary


                                [BANK SEAL]




                                FRIENDSHIP  COMMUNITY  BANK


                                By:  /s/  John  C.  Gibson
                                   --------------------------------------
                                   John  C.  Gibson,  President



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


                                [BANK SEAL]


                                        6
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                   [Signatures Continued from Preceding Page]


                                PAB  BANKSHARES,  INC.


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


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

                                [CORPORATE SEAL]


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