SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                FORM 10-KSB /A
    
               FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
        SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                 (Mark One)
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                For the Fiscal Year Ended December 31, 1998
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

           For the transition period from __________ to __________

                      Commission file number 000-24203

                            GB&T Bancshares, Inc.
            (Exact name of Registrant as specified in its Charter)

               Georgia                           58-2400756
       (State of Incorporation)    (I.R.S. Employer Identification No.)

                       500 Jesse Jewell Parkway, S.E.
                        Gainesville, Georgia  30501
             (Address of principal office, including zip code)

                                  (770) 532-1212
             (Registrant's telephone number, including area code)

     Securities Registered pursuant to Section 12(b) of the Act;  None
    Securities Registered pursuant to Section 12(g) of the Act:  Common
                              Stock, par value $5.00

     Indicate by check mark whether the registrant:  (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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    X    NO 
            ----      ----
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statement incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [ X ]

     The total revenues for the year ended December 31, 1998 was
$16,908,000.

     The aggregate market value of the voting stock and non-voting
common equity held by nonaffiliates of the Registrant at March 1,
1999, was $31,996,000 based on $25 per share, the average of the bid
and asked prices for the Registrant's Common Stock on The Nasdaq
National Market on March 1, 1999.

     The number of shares of the Registrant's Common Stock outstanding
at March 11, 1999, was 2,105,537 shares.<PAGE>
<PAGE>
ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON
          FORM 8-K

     (a)  Contents:

*         1.   Consolidated financial statements:

               (a)  GB&T Bancshares, Inc. and Subsidiary

                    (i)    Consolidated Balance Sheets - December 31,
                             1998 and 1997

                    (ii)   Consolidated Statements of Income - Years Ended
                             December 31,1998 and 1997

                    (iii)  Consolidated Statements of Comprehensive Income -
                             Years Ended December 31, 1998 and 1997

                    (iv)   Consolidated Statements of Stockholders' Equity -
                             Years Ended December 31, 1998 and 1997

                    (v)    Consolidated Statements of Cash Flows - Years Ended
                             December 31, 1998 and 1997

                    (v)    Notes to Consolidated Financial Statements

          2.   Financial statement schedules:

               All schedules are omitted as the required information is
               inapplicable or the information is presented in the financial
               statements or related notes.
 
     (b)  Reports of Form 8-K:


          The Company did not file a report on Form 8-K during the
          last quarter of 1998.

     (c)  Exhibits:


          Exhibit
            No.                          Description
          -------      ---------------------------------------------------------

            3.1        Articles of Incorporation of the Registrant (incorporated
                       herein by reference to the Registrant's Registration
                       Statement on Form S-3, filed on September 24, 1998).

            3.2        By-Laws of the Registrant (incorporated herein by
                       reference to the Registrant's Registration Statement on
                       Form S-3, filed on September 24, 1998).

            4.1        See Exhibits 3.1 and 3.2 herein for provisions of the
                       Registrant's Articles of Incorporation and By-Laws which
                       define the rights of the holders of Common Stock of the
                       Registrant.

           10.1        Dividend Reinvestment and Share Purchase Plan of the
                       Registrant (incorporated herein by reference to the
                       Registrant's Registration Statement on Form S-3, filed
                       on September 24, 1998).

           10.2        Employment Agreement between Gainesville Bank & Trust,
                       and Richard A. Hunt, dated August 12, 1996.

         * 21.1        Subsidiary of the Registrant.

         * 23.1        Consent of Mauldin & Jenkins, LLC.

         * 27.1        Financial Data Schedule (for SEC use only).
__________________________
* previously filed
                            SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act
of 1934, United has duly caused this Report on Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly
authorized, on the ____ day of April, 1999.



                                          GB&T BANCSHARES, INC.
                                              (Registrant)


                                          
                                          --------------------------------
                                          Gregory L. Hamby
                                          Senior Vice President
                                          and Senior Operations Officer



<PAGE>
                          EXHIBIT INDEX


Exhibit No.                Description
-----------                -----------

  Exhibit 10.2 -  Employment Agreement between Gainesville Bank &
                  Trust and Richard A. Hunt, dated August 12, 1996.