U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                   (MARK ONE)
  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                     FOR FISCAL YEAR ENDED DECEMBER 31, 2001

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM _________ TO _________

                        COMMISSION FILE NUMBER   000-24137

                            GATEWAY BANCSHARES, INC.

                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

     GEORGIA                                                 58-2202210
     -------                                                 ----------
(STATE OR OTHER  JURISDICTION OF                          (I.R.S. EMPLOYER
INCORPORATION  OR ORGANIZATION)                          IDENTIFICATION NO.)


5102 ALABAMA HIGHWAY, P.O. BOX 129, RINGGOLD, GEORGIA          30736
-----------------------------------------------------          -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

                                (706) - 965-5500
                                ----------------
                (ISSUER'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

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  past  90  days.  Yes  [X]  No  [ ]

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [ ]

State issuer's revenues for its most recent fiscal year:  $9,254,690

Aggregate  market  value  of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days: $8,862,854
AS  OF  FEBRUARY  19,  2002

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date. 681,758 AS OF MARCH 15, 2002

     Transitional Small Business Disclosure format (check one): Yes [ ] No [X]

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended December
31, 2001 are incorporated by reference into Part II. Portions of the Proxy
Statement for the Annual Meeting of Shareholders, scheduled to be held April 18,
2002, are incorporated by reference into Part III.


<PAGE>
<TABLE>
<CAPTION>
                                            TABLE OF CONTENTS


                                                                                                     PAGE
<S>                                                                                                 <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
    ITEM 1.  DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
    ITEM 2.  DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
    ITEM 3.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . . .    22
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
    ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . . . . .    23
    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    23
    ITEM 7.  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
    ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.    23
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
    ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . . . . . . . . . . . . . . . . . .    24
    ITEM 10. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. . . . . . . . . . . .    24
    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . . . . . . . . . . .    24
    ITEM 13. EXHIBITS AND REPORTS ON FORM 10-KSB . . . . . . . . . . . . . . . . . . . . . . . . .    25
</TABLE>


                                       i
<PAGE>
                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS


                                  THE COMPANY

Gateway  Bancshares,  Inc.  (the Company) was incorporated as a Georgia business
corporation  on  October 3, 1995, to serve as a bank holding company for Gateway
Bank & Trust (the Bank). The Bank began operations in April 1997 and is the sole
subsidiary  of  the  Company.

The  Company's  principal  business is the ownership and management of the Bank.
The  Company  was  organized  to  facilitate  the  Bank's  ability  to serve its
customers'  requirements  for  financial services. The holding company structure
provides flexibility for expansion of the Company's banking business through the
possible  acquisition  of  other  financial  institutions  and  the provision of
additional  capital to the Bank. For example, the Company may assist the Bank in
maintaining  its required capital ratios by borrowing money and contributing the
proceeds  of  that  debt  to  the  Bank  as  primary  capital.


                                    THE BANK


GENERAL

The Bank was chartered as a Georgia bank on December 11, 1995 and began business
on April 21, 1997 as a full-service commercial bank. The Bank's lending services
include  consumer  loans  to  individuals,  commercial  loans  to  small-  to
medium-sized  businesses  and real estate-related loans. The Bank offers a board
array  of  competitively  priced  deposit  services  such  as  regular checking,
interest  checking,  savings  accounts  and  various  types  of  certificates of
deposit.  To complement its lending and deposit services, the Bank also provides
official  bank  checks  and  money orders, MasterCard and Visa credit cards, ATM
cards,  safe  deposit boxes, traveler's checks, bank-by-mail, bank-by-telephone,
direct  deposit  of payroll and Social Security checks, U.S. Savings Bonds, wire
transfer  of  funds  and  a  night  depository.


PHILOSOPHY

The  Bank's philosophy is to emphasize prompt and responsive personal service to
residents of, and small- to medium-sized businesses located in Ringgold and Fort
Oglethorpe,  Georgia, as well as other communities located in Catoosa County. We
believe  this  philosophy helps the Bank to attract customers and acquire market
share  controlled  by other financial institutions in the Bank's market area. We
believe  that  the Bank offers residents in Catoosa and surrounding counties the
benefits  associated  with  a  locally owned and managed bank. The Bank's active
call program allows its officers and directors to promote the Bank by personally
describing  the  products,  services and philosophy of the Bank to both existing
customers  and  new  business  prospects.  In addition, both the Chief Executive
Officer  and  Chief  Financial  Officer  of  the  Bank  have substantial banking
experience  in  Catoosa  County, which facilitates the Bank's efforts to provide
products  and  services  designed to meet the needs of the Bank's customer base.
The  Bank's directors are active members of the business communities in Ringgold
and  around  Catoosa  County,  and  their continued active community involvement
provides  them  with  an  opportunity  to  promote the Bank and its products and
services.


MARKET AREA AND COMPETITION

The  Bank's  main  office  is located in Ringgold, Georgia. During 2000 the Bank
opened  a  branch  in Fort Oglethorpe, Georgia. The Bank draws a majority of its
business  from  its  primary market area, Catoosa County, Georgia. The Bank also
focuses  its  marketing efforts on the adjacent counties of Walker and Whitfield
in  Georgia and Hamilton County in Tennessee. The Bank competes for deposits and
loan customers with other financial institutions whose resources are equal to or
greater  than  those  available  to  the  Bank  and  the  Company.  According to
information provided by the FDIC, as of June 30, 2001, Catoosa County was served
by  eight commercial banks with a total of 13 offices. The total deposits within
Catoosa County for these institutions were $632 million as of June 30, 2001. The
information  provided by the FDIC indicates that the Bank's deposit market share
in  Catoosa County was 15.3%


                                        1
<PAGE>
as  of  June  30, 2001. We believe our local ownership and management as well as
our  focus  on  personalized  service  helps  us  to  compete  with  the  other
institutions  in  our  market  area.


LOAN PORTFOLIO

     LENDING  POLICY. The Bank was established to support Catoosa County and the
immediately-surrounding counties of Walker and Whitfield in Georgia and Hamilton
County  in  Tennessee.  Consequently,  the  Bank aggressively seeks creditworthy
loans  within  a  limited  geographic area. The Bank's primary lending functions
include  consumer  loans  to  individuals  and  commercial  loans  to small- and
medium-sized  businesses  and professional concerns. In addition, the Bank makes
real  estate-related  loans,  including  construction  loans for residential and
commercial  properties,  and  primary  and  secondary  mortgage  loans  for  the
acquisition or improvement of personal residences. The Bank's policy is to avoid
concentrations  of  loans  to  a  single  industry  or based on a single type of
collateral.

     REAL  ESTATE  LOANS.  The  Bank's  real  estate  loans consist primarily of
single-family  residential  construction  loans  for  one-to-four  unit  family
structures.  The Bank requires a first lien position on the land associated with
the  construction  project  and  will offer these loans to professional building
contractors  and  homeowners.  Loan disbursements require on-site inspections to
assure  the  project  is on budget and that the loan proceeds are being used for
the  construction  project  and  not  being  diverted  to  another  project. The
loan-to-value  ratio  for  such  loans  is predominantly 75% of the lower of the
as-built  appraised  value  or  project cost, and may be a maximum of 80% if the
loan  is  amortized. Loans for construction can present a high degree of risk to
the lender, depending upon, among other things, whether the builder can sell the
home  to  a buyer, whether the buyer can obtain permanent financing, whether the
transaction  produces  income in the interim and the nature of changing economic
conditions.

     CONSUMER  LOANS. The Bank's consumer loans consist primarily of installment
loans  to  individuals  for  personal,  family and household purposes, including
loans  for automobiles, home improvements and investments. Risks associated with
consumer  loans  include,  but  are  not  limited  to,  fraud,  deteriorated  or
non-existing  collateral,  general  economic  downturn  and  customer  financial
problems.

     COMMERCIAL  LOANS.  The  Bank's  commercial lending is directed principally
toward  small- to medium-sized businesses whose demand for funds fall within the
legal  lending limits of the Bank. This category of loans includes loans made to
individual,  partnership  or  corporate borrowers, and obtained for a variety of
business  purposes  including  providing  funds  for working capital, equipment,
property  expansion  and  inventory.  Risks  associated  with these loans can be
significant  and  include,  but  are not limited to, fraud, bankruptcy, economic
downturn, deteriorated or non-existing collateral and changes in interest rates.

     INVESTMENTS.  In  addition  to  loans,  the  Bank  makes  other investments
primarily  in  obligations  of the United States or obligations guaranteed as to
principal  and interest by the United States, other taxable securities and other
obligations  of  states  and  municipalities.  During  fiscal year 2001, average
investment  securities comprised approximately 22.1% of the Bank's total average
assets,  with  average  net  loans  comprising approximately 69.3% of the Bank's
average  total  assets. The Bank also engages in federal funds transactions with
its principal correspondent banks and anticipates it will primarily act as a net
seller of funds. The sale of federal funds amounts to a short-term loan from the
Bank  to  another  bank.

     DEPOSITS.  The  Bank offers a wide range of commercial and consumer deposit
accounts,  including  checking  accounts,  money  market  accounts, a variety of
certificates of deposit, and individual retirement accounts. The primary sources
of  deposits  are  residents  of, and businesses and their employees located in,
Catoosa  County,  and  to a lesser extent, Walker County and Whitfield County in
Georgia and Hamilton County in Tennessee. Deposits are obtained through personal
solicitation by the Bank's officers and directors, direct mail solicitations and
advertisements published in the local media. To attract deposits the Bank offers
a  broad  line of competitively priced deposit products and services. The Bank's
deposit-related  services  include  ATM  cards,  direct  deposit,  bank-by-mail,
bank-by-telephone,  wire  transfer  of  funds  and  a  night  depository.

     ASSET  AND  LIABILITY  MANAGEMENT.  The  objective of the Bank's assets and
liabilities  management  is  to  provide  a satisfactory and consistent level of
profitability  within  the  framework  of  established  cash,  loan, investment,
borrowing  and  capital  policies.  Certain  Bank  officers  are responsible for
developing  and  monitoring  policies  and  procedures  that  ensure  acceptable
composition  of  the  asset/liability mix. Management's overall philosophy is to
support  asset  growth  primarily through growth of core deposits, which include
deposits  of  all categories made by individuals, partnerships and corporations.
Management  seeks  to  invest  the  largest  portion  of  the  Bank's  assets in
consumer/installment,  commercial  and  construction  loans.


                                        2
<PAGE>
The Bank's asset/liability mix is monitored to control interest-sensitive assets
and  liabilities  so  as  to  minimize  the  impact  of substantial movements in
interest  rates  on  the  Bank's  earnings.


                                    EMPLOYEES

At  December  31,  2001,  the  Company  and its subsidiary employed 35 full-time
employees and 3 part-time employees. The Company considers its relationship with
its  employees  to  be  excellent.


                        SELECTED STATISTICAL INFORMATION

The  following  tables  set  forth certain statistical information and should be
read  in  conjunction  with  Management's  Discussion  and Analysis of Financial
Condition and Results of Operations incorporated by reference in this Report and
the  Company's  consolidated  financial  statements  and  notes  thereto  also
incorporated by reference in this Report. The average statistical data presented
in  this  report  are  generally  based  on  daily  average  balances.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND
INTEREST  DIFFERENTIAL

The  table  below  shows,  for the periods indicated, the daily average balances
outstanding  for  the  major  categories of interest earning assets and interest
bearing  liabilities,  and  the  average  interest  rate earned or paid on these
assets  or liabilities. The yields were calculated by dividing income or expense
by  the  average  balance  of  the  corresponding  assets  or  liabilities.

  AVERAGE BALANCES, INTEREST INCOME/EXPENSE AND YIELDS/RATES TAXABLE EQUIVALENT
                              BASIS (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                  Year Ended December 31, 2001  Year Ended December 31, 2000
                                                  ----------------------------  ----------------------------
                                                   Average   Income/   Yield/    Average   Income/   Yield/
                                                   Balance   Expense    Rate     Balance   Expense    Rate
                                                  ---------  --------  -------  ---------  --------  -------
<S>                                               <C>        <C>       <C>      <C>        <C>       <C>
ASSETS
  Interest-earning assets:
    Loans, net of unearned income(1)              $ 76,263   $  6,835    8.96%  $ 68,003   $  6,729    9.90%
    Investment securities:
      Taxable                                       23,875      1,309    5.48%    21,698      1,398    6.44%
      Non-taxable(2)                                   417         18    4.32%       225         11    4.89%
                                                  ---------  --------  -------  ---------  --------  -------
        Total investment securities                 24,292      1,327    5.46%    21,923      1,409    6.43%
    Fed funds sold                                   2,921        125    4.28%       868         59    6.80%
                                                  ---------  --------  -------  ---------  --------  -------
        Total interest-earning assets              103,476      8,287    8.01%    90,794      8,197    9.03%
                                                             --------  -------             --------  -------
  Non interest-earning assets:
    Cash and due from banks                          3,424                         2,128
    Premises and equipment                           3,255                         2,531
    Accrued interest and other assets                1,902                         1,258
    Allowance for loan losses                         (959)                         (827)
                                                  ---------                     ---------

Total assets                                      $111,098                      $ 95,884
                                                  =========                     =========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Interest-bearing liabilities:
    Demand deposits                               $ 20,348   $    573    2.82%  $  9,198   $    286    3.11%
    Savings deposits                                15,147        650    4.29%    15,328        683    4.46%
    Time deposits                                   54,794      3,245    5.92%    55,133      3,348    6.07%
                                                  ---------  --------  -------  ---------  --------  -------
                                                    90,289      4,468    4.95%    79,659      4,317    5.42%
    Other short-term borrowings                      3,005        169    5.62%     2,506        203    8.10%
                                                  ---------  --------  -------  ---------  --------  -------
        Total interest-bearing liabilities          93,294      4,637    4.97%    82,165      4,520    5.50%
                                                             --------  -------             --------  -------

  Non interest-bearing liabilities:
    Demand deposits                                  8,117                         5,960
    Accrued interest and other liabilities             590                           547
  Stockholders' equity                               9,097                         7,212
                                                  ---------                     ---------

Total liabilities and stockholders' equity        $111,098                      $ 95,884
                                                  =========                     =========

Net interest income/net interest spread                         3,650    3.04%                3,677    3.53%
                                                             --------  -------             --------  -------

Taxable equivalent adjustment:
  Loans                                                             -                             -
  Investment securities                                             9                             5
                                                             --------                      --------
    Total taxable equivalent adjustment                             9                             5
                                                             --------                      --------
Net interest income/net yield on earning assets              $  3,659    3.54%             $  3,682    4.05%
                                                             ========  =======             ========  =======
</TABLE>


                                        3
<PAGE>
(1)  Average  loans  include  nonaccrual  loans.  All  loans  and  deposits  are
     domestic.
(2)  Tax  equivalent  adjustments  have  been based on an assumed tax rate of 34
     percent,  and do not give effect to the disallowance for federal income tax
     purpose  of  interest expense related to certain tax-exempt earning assets.

The  following table sets forth, for the years ended December 31, 2001 and 2000,
a  summary of the changes in interest income and interest expense resulting from
changes  in  interest  rates  and in changes in the volume of earning assets and
interest-bearing  liabilities,  segregated by category. The change due to volume
is  calculated by multiplying the change in volume by the prior year's rate. The
change  due to rate is calculated by multiplying the change in rate by the prior
year's  volume. The change attributable to both volume and rate is calculated by
multiplying the change in volume by the change in rate. Figures are presented on
a  taxable  equivalent  basis.

                          RATE/ VOLUME VARIANCE ANALYSIS


<TABLE>
<CAPTION>
                                                                 Change                           Interest
                                             Average Volume     in Volume     Average Rate     Income/Expenses      Variance
                                            -----------------  -----------  ---------------  --------------------  -----------
                                              2001     2000     2001-2000     2001    2000     2001       2000      2001-2000
                                            --------  -------  -----------  --------  -----  ---------  ---------  -----------
<S>                                         <C>       <C>      <C>          <C>       <C>    <C>        <C>        <C>
Interest-earning assets:
   Loans, net of unearned income(1)         $ 76,263  $68,003  $    8,260      8.96%  9.90%  $   6,835  $   6,729  $      106
   Investment securities:
     Taxable                                  23,875   21,698       2,177      5.48%  6.44%      1,309      1,398         (89)
     Non-taxable(2)                              417      225         192      4.32%  4.89%         18         11           7
                                            --------  -------  -----------  --------  -----  ---------  ---------  -----------
       Total investment securities            24,292   21,923       2,369      5.46%  6.43%      1,327      1,409         (82)
     Fed funds sold                            2,921      868       2,053      4.28%  6.80%        125         59          66
                                            --------  -------  -----------  --------  -----  ---------  ---------  -----------

       Total interest-earning assets        $103,476  $90,794  $   12,682      8.01%  9.03%      8,287      8,197          90
                                            ========  =======  ===========  ========  =====  ---------  ---------  -----------

Interest-earning liabilities:
   Deposits:
     Demand                                 $ 20,348  $ 9,198  $   11,150      2.82%  3.11%        573        286         287
     Savings                                  15,147   15,328        (181)     4.29%  4.46%        650        683         (33)
     Time                                     54,794   55,133        (339)     5.92%  6.07%      3,245      3,348        (103)
                                            --------  -------  -----------  --------  -----  ---------  ---------  -----------
       Total interest-earning deposits        90,289   79,659      10,630      4.95%  5.42%      4,468      4,317         151
   Other short-term borrowings                 3,005    2,506         499      5.62%  8.10%        169        203         (34)
                                            --------  -------  -----------  --------  -----  ---------  ---------  -----------

       Total interest-bearing liabilities   $ 93,294  $82,165  $   11,129      4.97%  5.50%      4,637      4,520         117
                                            ========  =======  ===========  --------  -----  ---------  ---------  -----------

Net interest income/net interest spread                                        3.04%  3.53%  $   3,650  $   3,677  $      (27)
                                                                            ========  =====  =========  =========  ===========

Net yield on earning assets                                                    3.54%  4.05%
                                                                            ========  =====

                                                Variance (1)
                                               Attributed To
                                            --------------------
                                               Volume      Rate
                                            ------------  ------
<S>                                         <C>           <C>
Interest-earning assets:
   Loans, net of unearned income(1)         $       777   $(671)
   Investment securities:
     Taxable                                        132    (221)
     Non-taxable(2)                                   8      (1)
                                            ------------  ------
       Total investment securities                  140    (222)
     Fed funds sold                                  95     (29)
                                            ------------  ------

       Total interest-earning assets              1,012    (922)
                                            ------------  ------

Interest-earning liabilities:
   Deposits:
     Demand                                         316     (29)
     Savings                                         (8)    (25)
     Time                                           (21)    (82)
                                            ------------  ------
       Total interest-earning deposits              287    (136)
   Other short-term borrowings                       35     (69)
                                            ------------  ------

       Total interest-bearing liabilities           322    (205)
                                            ------------  ------

Net interest income/net interest spread     $       690   $(717)
                                            ============  ======

<FN>
----------------
(1)  The  change  in  interest due to both rate and volume has been allocated to
     volume  and  rate changes in proportion to the relationship of the absolute
     dollar  amounts  of  the  change  in  each.
</TABLE>


                                        4
<PAGE>
INVESTMENT PORTFOLIO

The carrying amount of investment securities at the end of the year is set forth
in  the  following  table.


                              INVESTMENT PORTFOLIO

<TABLE>
<CAPTION>
                                    December 31,
                                  ----------------
                                   2001     2000
                                  -------  -------
                                   (in thousands)
<S>                               <C>      <C>
Securities available for sale:
  U.S. Government agencies        $13,489  $11,254
  Mortgage-backed securities        9,444    8,377
  Municipal securities              1,994        -
  Corporate debt securities         2,064        -
  Other securities                    505      839
                                  -------  -------
                                  $27,496  $20,470
                                  =======  =======

Securities held to maturity:
  U.S. Government agencies        $     -  $ 4,500
  Municipal securities                  -      225
                                  -------  -------
                                  $     -  $ 4,725
                                  =======  =======
</TABLE>


                                        5
<PAGE>
Average  taxable  securities  were  98  percent  of  the portfolio in 2001 which
reflects  management's  intent  to  maximize  investment  yields.

The  maturities  and  weighted  average  yields  of  the investments in the 2001
portfolio  of  investment  securities  are  presented  below.


<TABLE>
<CAPTION>
                                                           Investment Portfolio Maturity Schedule
                                  -------------------------------------------------------------------------------------
                                                                          Maturing
                                  -------------------------------------------------------------------------------------
                                         Within             After One But         After Five But           After
                                        One Year          Within Five Years      Within Ten Years        Ten Years
                                 ---------------------  ----------------------  -------------------  ------------------
                                   Amount     Yield      Amount       Yield      Amount    Yield       Amount    Yield
                                 ---------  ----------  ---------  -----------  -------  ----------  ----------  ------
                                                                       (in thousands)
<S>                              <C>        <C>         <C>        <C>          <C>      <C>         <C>         <C>
 Securities available for sale:
   U.S. Government agencies      $     975       4.28%  $  10,093        4.37%  $ 2,374       4.11%  $        -   0.00%
   Mortgage-backed securities            -       0.00%        484        5.26%    2,613       4.99%       6,395   5.10%
   Municipal securities                  -       0.00%      1,279        2.75%      219       3.10%         495   5.50%
   Corporate debt securities           513       5.35%      1,551        4.83%        -       0.00%           -   0.00%
   Other securities                      -       0.00%          -        0.00%        -       0.00%         505   5.83%
                                 ---------  ----------  ---------  -----------  -------  ----------  ----------  ------
                                 $   1,488       4.65%  $  13,407        4.30%  $ 5,206       4.51%  $    7,395   5.17%
                                 =========  ==========  =========  ===========  =======  ==========  ==========  ======

   Total available for sale      $  27,496       4.59%
                                 =========  ==========
</TABLE>


                                        6
<PAGE>
There  were no securities held by the Company, whose aggregate value on December
31,  2001  exceeded  ten  percent  of the Company's shareholders' equity at that
date.

LOAN PORTFOLIO

The  following  table  shows  the  classification  of loans by major category at
December  31,  2001  and  2000.

                                 TYPES OF LOANS

<TABLE>
<CAPTION>
                                          December 31, 2001           December 31, 2000
                                  ------------------------------  -------------------------
                                                      Percent                      Percent
                                      Amount         of Total         Amount      of Total
                                  --------------  --------------  --------------  ---------
                                                          (in thousands)
<S>                               <C>             <C>             <C>             <C>
Commercial and industrial         $      25,517            32.1%  $      21,142       29.2%
Real estate-construction                  6,976             8.8%          7,310       10.1%
Real estate-other                        37,783            47.5%         34,308       47.4%
Consumer                                  9,267            11.6%          9,602       13.3%
Other loans                                  73             0.1%              1        0.0%
                                  --------------  --------------  --------------  ---------
                                         79,616           100.0%         72,363      100.0%
                                                  ==============                  =========
Less: allowance for loan losses            (996)                           (930)
                                  --------------                  --------------

Net loans                         $      78,620                   $      71,433
                                  ==============                  ==============
</TABLE>


                                        7
<PAGE>
The  Company  has  no  loans  to  finance  leveraged buy-outs.  In addition, the
Company  has  avoided exposure to lesser developed country (LDC) debt, having no
LDC  loans  in  its  portfolio.

The  following  table  provides  maturities  of  certain loan classifications at
December  31,  2001 and 2000 and an analysis of these loans maturing in over one
year.

              SELECTED LOAN MATURITY AND INTEREST RATE SENSITIVITY

<TABLE>
<CAPTION>
                                                                                 Rate Structure for Loans
                                              Maturity                            Maturing Over One Year
                            -----------------------------------------------  ------------------------------
                                        Over One
                                          Year                                 Predetermined   Floating or
                            One Year     Through       Over Five                 Interest       Adjustable
                             or Less   Five Years        Years        Total        Rate            Rate
                            ---------  -----------  ---------------  -------  ---------------  ------------
<S>                         <C>        <C>          <C>              <C>      <C>              <C>
                                                            (in thousands)
 Commercial and industrial  $  17,310  $     8,151  $            56  $25,517  $         4,642  $      3,565

 Real estate-construction       6,796          180                -    6,976              102            78
                            ---------  -----------  ---------------  -------  ---------------  ------------

                            $  24,106  $     8,331  $            56  $32,493  $         4,744  $      3,643
                            =========  ===========  ===============  =======  ===============  ============
</TABLE>


                                        8
<PAGE>
NONPERFORMING ASSETS

The  following  table  presents  information  concerning outstanding balances of
nonperforming  assets  at  December  31,  2001  and  2000.

<TABLE>
<CAPTION>
                                                      2001     2000
                                                     -------  -------
<S>                                                   <C>      <C>
                                                      (in thousands)
Nonaccruing loans                                    $   101  $    94
Loans past due 90 days or more                           151      202
Restructured loans                                         -        -
                                                     -------  -------
Total nonperforming loans                                252      296
Other real estate                                        117      138
                                                     -------  -------
Total nonperforming assets                           $   369  $   434
                                                     =======  =======

Ratios:
Loan loss allowance to
  total nonperforming assets                          2.6992   2.1429
                                                     =======  =======
Total nonperforming loans to total
  loans (net of unearned interest)                    0.0032   0.0041
                                                     =======  =======
Total nonperforming assets
  to total assets                                     0.0029   0.0040
                                                     =======  =======
</TABLE>


                                        9
<PAGE>
The  Company  stops  accruing  interest income and recognizes interest on a cash
basis  when  any  commercial,  industrial  or real estate loan is past due as to
principal or interest and the ultimate collection of either is in doubt. Accrual
of  interest  income on consumer installment loans is suspended when any payment
of  principal  or interest, or both, is more than ninety days delinquent. When a
loan  is  placed  on  a nonaccrual basis any interest previously accrued but not
collected  is reversed against current income unless the collateral for the loan
is  sufficient  to  cover the accrued interest or a guarantor assures payment of
interest.

There  has been no significant impact on the Company's financial statements as a
result of the provisions of Statement of Financial Accounting Standards No. 114,
"Accounting  by  Creditors  for Impairment of a Loan," or Statement of Financial
Accounting  Standards No. 118, "Accounting by Creditors for Impairment of a Loan
-  Income  Recognition  and  Disclosures."


PROVISION FOR LOAN LOSSES, NET CHARGE-OFFS AND ALLOWANCE FOR LOAN LOSSES

The  provision  for loan losses, which is charged to operations, is based on the
growth  of  the  loan  portfolio,  the  amount  of  net loan losses incurred and
management's estimation of potential future losses based on an evaluation of the
risk  in  the  loan  portfolio.  Management  believes  that  the $996,301 in the
allowance  for  loan  losses  at  December 31, 2001 (1.25% total net outstanding
loans  at  that  date) was adequate to absorb known risks in the portfolio based
upon  the  Company's  historical experience. No assurance can be given, however,
that  increased  loan volume, adverse economic conditions or other circumstances
will  not  result  in  increased  losses  in  the  Company's  loan  portfolio.

The following table sets forth certain information with respect to the Company's
loans,  net  of unearned income, and the allowance for loan losses for the years
ended  December  31,  2001  and  2000.


                         SUMMARY OF LOAN LOSS EXPERIENCE

<TABLE>
<CAPTION>
                                                                    2001      2000
                                                                  --------  --------
<S>                                                               <C>       <C>
                                                                   (in thousands)
Allowance for loans losses at beginning of year                   $   930   $   701

Total loans charged-off:
   Commercial and industrial                                         (298)        -
   Real estate                                                        (24)        -
   Consumer                                                          (100)     (127)

Recoveries on loans previously charged off                              3         1
                                                                  --------  --------
Net loans charged off                                                (419)     (126)
                                                                  --------  --------

Provision for loan losses                                             485       355
                                                                  --------  --------

Allowance for loan losses at end of  period                       $   996   $   930
                                                                  ========  ========

Loans, net of unearned income, at end of period                   $79,616   $72,363
                                                                  ========  ========

Average loans, net of unearned income,
outstanding for the period                                        $76,263   $68,003
                                                                  ========  ========

Ratios:
   Allowance at end of period to loans, net of
     unearned income                                                 1.25%     1.29%
   Allowance at end of period to average loans,
     net of unearned income                                          1.31%     1.37%
   Net charge-offs to average loans, net of
     unearned income                                                 0.55%     0.19%
   Net charge-offs to allowance at end of period                    42.07%    13.55%
   Recoveries to prior year charge-offs                              2.38%     0.88%
</TABLE>


                                       10
<PAGE>
In  assessing adequacy, management relies predominantly on its ongoing review of
the  loan  portfolio,  which  is  undertaken both to ascertain whether there are
probable losses which must be charged off and to assess the risk characteristics
of  the  portfolio  in  the  aggregate. This review takes into consideration the
judgments  of  the  responsible lending officers and senior management, and also
those  of bank regulatory agencies that review the loan portfolio as part of the
regular  bank  examination  process.

In  evaluating the allowance, management also considers the loan loss experience
of  Gateway  Bancshares,  Inc.  and  subsidiary,  the  amount  of  past  due and
nonperforming  loans,  current  and  anticipated  economic  conditions,  lender
requirements  and  other  appropriate  information.

Management  allocated  the  reserve  for loan losses to specific loan classes as
follows:


                     ALLOCATION OF ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
                                        Year Ended December 31, 2001     Year Ended December 31, 2000
                                      --------------------------------  --------------------------------
                                                           Percent                           Percent
                                           Amount          of Total          Amount          Of Total
                                      ---------------  ---------------  ---------------  ---------------
<S>                                   <C>              <C>              <C>              <C>
                                                            (amounts in thousands)
Domestic loans (1):
  Commercial and industrial           $           609            61.1%  $           540            58.1%
  Real estate-construction and other              154            15.5%              158            17.0%
  Consumer                                        233            23.4%              232            24.9%
                                      ---------------  ---------------  ---------------  ---------------
                                      $           996           100.0%  $           930           100.0%
                                      ===============  ===============  ===============  ===============
</TABLE>


                                       11
<PAGE>
(1)   The Company had no foreign loans.


DEPOSITS

The  Company's  primary  source of funds is derived from its deposits. Continued
enhancement of existing products and emphasis upon better customer service fuels
the  growth  in  the  deposit  base.  Emphasis  has  been placed upon attracting
consumer  deposits.  The  new  Fort  Oglethorpe  branch  opened in 2000, and the
Company's intends to expand its consumer base in order to continue to fund asset
growth.

The  average  amounts  of  and  the  average  rate paid on each of the following
categories  of  deposits  for  the years ended December 31, 2001 and 2000 are as
follows:

<TABLE>
<CAPTION>
                                                                  2001             2000
                                                             ---------------  -------------
                                                                (amounts in thousands)

                                                             Average          Average
                                                             Amount    Rate   Amount    Rate
                                                             --------  -----  --------  -----
<S>                                                          <C>       <C>    <C>       <C>
Noninterest-bearing demand deposits                          $  8,117  0.00%  $  5,960  0.00%
                                                             --------         --------

Demand                                                         20,348  2.82%     9,198  3.11%
Savings                                                        15,147  4.29%    15,327  4.46%
Time deposits                                                  54,794  5.92%    55,133  6.07%
                                                             --------         --------

    Total interest-bearing deposits                            90,289  4.95%    79,658  5.42%
                                                             --------         --------

    Total average deposits                                   $ 98,406  4.54%  $ 85,618  5.04%
                                                             ========         ========
</TABLE>


                                       12
<PAGE>
The  two  categories of lowest cost deposits comprised the following percentages
of total deposits during 2001: average noninterest-bearing demand deposits   8.2
percent;  and  average interest-bearing demand deposits   20.7 percent. Of total
time  deposits,  approximately 32.7 percent were large denomination certificates
of  deposit.  The  maturities of the time certificates of deposit and other time
deposits  of  $100,000  or  more  issued by the Company at December 31, 2001 are
summarized  in  the  table  below.

                        MATURITIES OF LARGE TIME DEPOSITS

<TABLE>
<CAPTION>
                                      Time
                                    Deposits
                                ---------------
                                (in thousands)
<S>                             <C>
Three months or less            $         6,690
Over three through six months             3,030
Over six through twelve months            8,024
Over twelve months                        1,819
                                ---------------
   Total                        $        19,563
                                ===============
</TABLE>


                                       13
<PAGE>
RETURN ON EQUITY AND ASSETS

The  following table summarizes certain financial ratios for the Company for the
years  ended  December  31,  2001  and  2000.

<TABLE>
<CAPTION>
                                        2001    2000
                                        -----  ------
<S>                                     <C>    <C>
Return on average assets                0.63%   0.87%
Return on average equity                8.50%  11.54%
Dividend payout ratio                   0.00%   0.00%
Average equity to average assets ratio  7.43%   7.52%
</TABLE>


                                       14
<PAGE>
                           SUPERVISION AND REGULATION

Both the Company and the Bank are subject to extensive state and federal banking
regulations  that  impose  restrictions  on  and  provide for general regulatory
oversight  of  their  operations.  These  laws are generally intended to protect
depositors and not shareholders. The following discussion describes the material
elements  of  the  regulatory  framework  that  applies  to  us.

THE  COMPANY

Since  the  Company  owns  all  of  the  capital stock of the Bank, it is a bank
holding  company  under  the  federal  Bank  Holding  Company Act of 1956.  As a
result,  the  Company  is primarily subject to the supervision, examination, and
reporting  requirements  of  the Bank Holding Company Act and the regulations of
the  Federal  Reserve.

     ACQUISITIONS  OF  BANKS.  The  Bank Holding Company Act requires every bank
holding  company  to  obtain  the  Federal  Reserve's  prior  approval  before:

     -    acquiring direct or indirect ownership or control of any voting shares
          of  any  bank if, after the acquisition, the bank holding company will
          directly  or  indirectly  own  or  control  more than 5% of the bank's
          voting  shares;

     -    acquiring  all  or  substantially  all  of  the assets of any bank; or

     -    merging  or  consolidating  with  any  other  bank  holding  company.

Additionally, the Bank Holding Company Act provides that the Federal Reserve may
not  approve any of these transactions if it would result in or tend to create a
monopoly  or,  substantially  lessen  competition  or  otherwise  function  as a
restraint  of  trade,  unless  the  anticompetitive  effects  of  the  proposed
transaction  are  clearly  outweighed  by  the  public  interest  in meeting the
convenience and needs of the community to be served. The Federal Reserve is also
required to consider the financial and managerial resources and future prospects
of  the bank holding companies and banks concerned and the convenience and needs
of  the community to be served. The Federal Reserve's consideration of financial
resources  generally  focuses  on  capital  adequacy,  which is discussed below.

Under  the  Bank  Holding  Company Act, if adequately capitalized and adequately
managed,  the  Company  or any other bank holding company located in Georgia may
purchase  a  bank  located  outside  of  Georgia.  Conversely,  an  adequately
capitalized  and  adequately  managed  bank  holding  company located outside of
Georgia  may  purchase  a  bank  located inside Georgia.  In each case, however,
restrictions  may  be  placed on the acquisition of a bank that has only been in
existence  for  a  limited  amount  of  time  or  will  result  in  specified
concentrations  of  deposits.

For example, Georgia law prohibits a bank holding company from acquiring control
of  a  financial  institution  until  the  target financial institution has been
incorporated  for  five  years.  Because the Bank has been incorporated for more
than  five  years,  this  limitation  does not apply to the Company or the Bank.

     CHANGE  IN  BANK  CONTROL.  Subject to various exceptions, the Bank Holding
Company  Act  and  the  Change  in  Bank  Control  Act,  together  with  related
regulations,  require  Federal  Reserve  approval prior to any person or company
acquiring "control" of a bank holding company.  Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company.  Control is rebuttably presumed to exist
if  a person or company acquires 10% or more, but less than 25%, of any class of
voting  securities  and  either:

     -    the bank holding company has registered securities under Section 12 of
          the  Securities  Act  of  1934;  or

     -    no  other  person  owns  a  greater percentage of that class of voting
          securities  immediately  after  the  transaction.

Our  common  stock is registered under the Securities Exchange Act of 1934.  The
regulations  provide  a  procedure  for  challenge  of  the  rebuttable  control
presumption.

     PERMITTED  ACTIVITIES.  Generally,  bank  holding  companies are prohibited
under  the  Bank  Holding  Company  Act, from engaging in or acquiring direct or
indirect  control of more than 5% of the voting shares of any company engaged in
any  activity  other  than:


                                       15
<PAGE>
     -    banking  or  managing  or  controlling  banks;  and

     -    an  activity  that  the  Federal  Reserve  determines to be so closely
          related  to  banking  as  to  be  a proper incident to the business of
          banking.

Activities  that  the  Federal  Reserve  has  found  to be so closely related to
banking  as  to  be  a  proper  incident  to  the  business  of banking include:

     -    factoring  accounts  receivable;

     -    making,  acquiring,  brokering  or  servicing  loans and usual related
          activities;

     -    leasing personal or real property;

     -    operating  a  non-bank  depository  institution,  such  as  a  savings
          association;

     -    trust company functions;

     -    financial and investment advisory activities;

     -    conducting discount securities brokerage activities;

     -    underwriting  and  dealing  in government obligations and money market
          instruments;

     -    providing specified management consulting and counseling activities;

     -    performing selected data processing services and support services;

     -    acting  as  agent or broker in selling credit life insurance and other
          types  of  insurance  in  connection  with  credit  transactions;  and

     -    performing selected insurance underwriting activities.

Despite  prior approval, the Federal Reserve may order a bank holding company or
its  subsidiaries  to  terminate  any  of  these  activities or to terminate its
ownership  or  control of any subsidiary when it has reasonable cause to believe
that  the  bank  holding  company's  continued  ownership,  activity  or control
constitutes  a  serious risk to the financial safety, soundness, or stability of
it  or  any  of  its  bank  subsidiaries.

A  bank  holding company that qualifies and elects to become a financial holding
company  is  permitted  to  engage in activities that are financial in nature or
incidental or complementary to financial activity.  The Bank Holding Company Act
expressly  lists  the  following  activities  as  financial  in  nature:

     -    lending, trust and other banking activities;

     -    insuring,  guaranteeing,  or  indemnifying  against  loss  or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker  for  these  purposes,  in  any  state;

     -    providing financial, investment, or advisory services;

     -    issuing  or  selling  instruments  representing  interests in pools of
          assets  permissible  for  a  bank  to  hold  directly;

     -    underwriting, dealing in or making a market in securities;

     -    other  activities  that  the  Federal  Reserve  may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper  incident  to  managing  or  controlling  banks;


                                       16
<PAGE>
     -    foreign  activities  permitted  outside  of  the  United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking  operations  abroad;

     -    merchant banking through securities or insurance affiliates; and

     -    insurance company portfolio investments.

To  qualify  to  become  a  financial  holding  company,  the Bank and any other
depository  institution  subsidiary  of the Company must be well capitalized and
well  managed  and  must  have  a  Community Reinvestment Act rating of at least
satisfactory.  Additionally,  the Company must file an election with the Federal
Reserve  to  become  a  financial  holding  company and must provide the Federal
Reserve  with 30 days' written notice prior to engaging in a permitted financial
activity.  Although  we  are  eligible  to  elect  to become a financial holding
company,  we  currently  have  no  plans  to  make  such  an  election.

     SUPPORT  OF  SUBSIDIARY  INSTITUTIONS.  Under  Federal  Reserve policy, the
Company is expected to act as a source of financial strength for the Bank and to
commit  resources  to  support  the Bank.  This support may be required at times
when,  without this Federal Reserve policy, the Company might not be inclined to
provide it.  In addition, any capital loans made by the Company to the Bank will
be  repaid  only  after its deposits and various other obligations are repaid in
full.  In  the  unlikely event of the Company's bankruptcy, any commitment by it
to  a federal bank regulatory agency to maintain the capital of the Bank will be
assumed  by  the  bankruptcy  trustee  and  entitled  to  a priority of payment.

THE  BANK

Since  the  Bank  is  a commercial bank chartered under the laws of the State of
Georgia,  it  is primarily subject to the supervision, examination and reporting
requirements of the FDIC and the Georgia Department of Banking and Finance.  The
FDIC  and Georgia Department of Banking and Finance regularly examine the Bank's
operations  and  have  the  authority  to  approve  or  disapprove  mergers, the
establishment  of  branches  and  similar  corporate  actions.  Both  regulatory
agencies  have  the power to prevent the continuance or development of unsafe or
unsound  banking practices or other violations of law.  Additionally, the Bank's
deposits  are  insured  by  the FDIC to the maximum extent provided by law.  The
Bank is also subject to numerous state and federal statutes and regulations that
affect  its  business,  activities  and  operations.

     BRANCHING.  Under  current  Georgia  law,  the Bank may open branch offices
throughout  Georgia with the prior approval of the Georgia Department of Banking
and  Finance.  In addition, with prior regulatory approval, the Bank may acquire
branches  of existing banks located in Georgia.  The Bank and any other national
or  state-chartered bank generally may branch across state lines by merging with
banks  in  other states if allowed by the applicable states' laws.  Georgia law,
with  limited exceptions, currently permits branching across state lines through
interstate  mergers.

Under  the  Federal  Deposit  Insurance  Act,  states  may  "opt-in"  and  allow
out-of-state  banks  to  branch  into their state by establishing a new start-up
branch  in  the  state.  Currently,  Georgia has not opted-in to this provision.
Therefore,  interstate  merger  is  the only method through which a bank located
outside  of Georgia may branch into Georgia.  This provides a limited barrier of
entry  into  the  Georgia  banking  market,  which protects us from an important
segment  of  potential competition.  However, because Georgia has elected not to
opt-in,  our  ability to establish a new start-up branch in another state may be
limited.  Many  states  that have elected to opt-in have done so on a reciprocal
basis,  meaning  that  an  out-of-state bank may establish a new start-up branch
only  if  their  home  state  has  also  elected to opt-in.  Consequently, until
Georgia changes its election, the only way we will be able to branch into states
that  have  elected  to  opt-in on a reciprocal basis will be through interstate
merger.

     PROMPT  CORRECTIVE  ACTION.  The  Federal  Deposit  Insurance  Corporation
Improvement  Act  of  1991  establishes  a system of prompt corrective action to
resolve  the  problems  of  undercapitalized financial institutions.  Under this
system, the federal banking regulators have established five capital categories,
well  capitalized,  adequately  capitalized,  undercapitalized,  significantly
undercapitalized  and critically undercapitalized, in which all institutions are
placed.  The  federal  banking  agencies  have  also specified by regulation the
relevant capital levels for each of the other categories.  At December 31, 2001,
we  qualified  for  the  well-capitalized  category.

Federal  banking  regulators  are required to take various mandatory supervisory
actions  and  are authorized to take other discretionary actions with respect to
institutions  in  the  three  undercapitalized  categories.  The severity of the
action  depends  upon  the  capital


                                       17
<PAGE>
category  in  which  the  institution  is placed. Generally, subject to a narrow
exception,  the  banking regulator must appoint a receiver or conservator for an
institution  that  is  critically  undercapitalized.

An  institution  in any of the undercapitalized categories is required to submit
an  acceptable  capital  restoration  plan  to  its  appropriate federal banking
agency.  A  bank  holding  company  must  guarantee that a subsidiary depository
institution  meets its capital restoration plan, subject to various limitations.
The  controlling holding company's obligation to fund a capital restoration plan
is limited to the lesser of 5% of an undercapitalized subsidiary's assets at the
time  it  became  undercapitalized  or  the  amount  required to meet regulatory
capital  requirements.  An  undercapitalized  institution  is  also  generally
prohibited  from  increasing  its  average  total  assets,  making acquisitions,
establishing  any branches or engaging in any new line of business, except under
an  accepted  capital  restoration  plan or with FDIC approval.  The regulations
also  establish  procedures  for  downgrading  an institution to a lower capital
category  based  on  supervisory  factors  other  than  capital.

     FDIC  INSURANCE  ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system  for  insured  depository  institutions that takes into account the risks
attributable  to  different  categories  and  concentrations  of  assets  and
liabilities.  The  system  assigns  an  institution  to  one  of  three  capital
categories:  (1)  well  capitalized;  (2)  adequately  capitalized;  and  (3)
undercapitalized.  These  three  categories  are  substantially  similar  to the
prompt corrective action categories described above, with the "undercapitalized"
category  including  institutions  that  are  undercapitalized,  significantly
undercapitalized,  and  critically undercapitalized for prompt corrective action
purposes.  The  FDIC  also  assigns  an  institution to one of three supervisory
subgroups  based  on  a  supervisory  evaluation  that the institution's primary
federal  regulator provides to the FDIC and information that the FDIC determines
to  be  relevant  to the institution's financial condition and the risk posed to
the  deposit  insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In  addition,  the  FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the  late  1980s  as part of the government rescue of the thrift industry.  This
assessment  rate  is  adjusted  quarterly  and  is set at 1.82 cents per $100 of
deposits  for  the  first  quarter  of  2002.

The  FDIC  may  terminate  its  insurance  of  deposits  if  it  finds  that the
institution  has  engaged  in  unsafe  and unsound practices, is in an unsafe or
unsound  condition  to  continue operations, or has violated any applicable law,
regulation,  rule,  order  or  condition  imposed  by  the  FDIC.

     COMMUNITY  REINVESTMENT ACT.  The Community Reinvestment Act requires that,
in  connection  with  examinations  of  financial  institutions  within  their
respective  jurisdictions,  the  Federal  Reserve or the FDIC shall evaluate the
record  of  each  financial institution in meeting the credit needs of its local
community,  including  low  and  moderate-income neighborhoods.  These facts are
also  considered in evaluating mergers, acquisitions, and applications to open a
branch  or  facility.  Failure  to  adequately  meet these criteria could impose
additional  requirements and limitations on the Bank and the Company.  Since our
aggregate  assets  are  not more than $250 million, under the Gramm-Leach-Bliley
Act,  we are subject to a Community Reinvestment Act examination only once every
60  months  if  we  receive  an  outstanding  rating, once every 48 months if we
receive  a  satisfactory  rating  and  as  needed  if  our  rating  is less than
satisfactory.  Additionally,  we  must  publicly  disclose  the terms of various
Community  Reinvestment  Act-related  agreements.

     OTHER  REGULATIONS.  Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning interest
rates.  For  example, under the Soldiers' and Sailors' Civil Relief Act of 1940,
a lender is generally prohibited from charging an annual interest rate in excess
of  6%  on any obligation for which the borrower is a person on active duty with
the  United  States  military.

The Bank's loan operations are also subject to federal laws applicable to credit
transactions,  such  as:

     -    The  federal  Truth-In-Lending  Act,  governing  disclosures of credit
          terms  to  consumer  borrowers;

     -    The  Home  Mortgage  Disclosure  Act  of  1975,  requiring  financial
          institutions  to  provide  information to enable the public and public
          officials  to  determine whether a financial institution is fulfilling
          its  obligation  to  help  meet  the housing needs of the community it
          serves;

     -    The  Equal  Credit  Opportunity Act, prohibiting discrimination on the
          basis  of race, creed or other prohibited factors in extending credit;

     -    The Fair Credit Reporting Act of 1978, governing the use and provision
          of  information  to  credit  reporting  agencies;


                                       18
<PAGE>
     -    The  Fair  Debt Collection Act, governing the manner in which consumer
          debts  may  be  collected  by  collection  agencies;

     -    Soldiers'  and  Sailors'  Civil  Relief  Act  of  1940,  governing the
          repayment  terms  of,  and  property  rights  underlying,  secured
          obligations  of  persons  in  military  service;  and

     -    The rules and regulations of the various federal agencies charged with
          the  responsibility  of  implementing  these  federal  laws.

The deposit operations of the Bank are subject to:

     -    The  Right  to Financial Privacy Act, which imposes a duty to maintain
          confidentiality  of  consumer  financial  records  and  prescribes
          procedures  for  complying  with administrative subpoenas of financial
          records;  and

     -    The  Electronic  Funds  Transfer  Act  and  Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to  and  withdrawals  from  deposit accounts and customers' rights and
          liabilities  arising  from  the  use  of automated teller machines and
          other  electronic  banking  services.

CAPITAL  ADEQUACY

The  Company  and  the  Bank  are  required  to comply with the capital adequacy
standards  established  by  the Federal Reserve, in the case of the Company, and
the FDIC and Georgia Department of Banking and Finance, in the case of the Bank.
The  Federal  Reserve  has  established  a  risk-based and a leverage measure of
capital  adequacy  for bank holding companies.  Since the Company's consolidated
total  assets  are  less  than $150 million, under the Federal Reserve's capital
guidelines, our capital adequacy is measured on a bank-only basis, as opposed to
a  consolidated  basis.  The  Bank  is  also  subject to risk-based and leverage
capital  requirements  adopted  by  the FDIC, which are substantially similar to
those  adopted  by  the  Federal  Reserve  for  bank  holding  companies.

The  risk-based  capital  standards  are  designed  to  make  regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding  companies,  to  account for off-balance-sheet exposure, and to minimize
disincentives  for  holding  liquid assets.  Assets and off-balance-sheet items,
such  as  letters of credit and unfunded loan commitments, are assigned to broad
risk  categories,  each  with  appropriate  risk weights.  The resulting capital
ratios  represent  capital  as  a  percentage  of total risk-weighted assets and
off-balance-sheet  items.

The  minimum guideline for the ratio of total capital to risk-weighted assets is
8%.  Total  capital  consists  of  two  components,  Tier  1  Capital and Tier 2
Capital.  Tier  1  Capital  generally  consists  of common shareholders' equity,
minority  interests  in  the  equity  accounts  of  consolidated  subsidiaries,
qualifying  noncumulative  perpetual  preferred  stock,  and a limited amount of
qualifying  cumulative perpetual preferred stock and trust preferred securities,
less  goodwill and other specified intangible assets.  Tier 1 Capital must equal
at  least  4%  of  risk-weighted  assets.  Tier  2 Capital generally consists of
subordinated debt, other preferred stock and hybrid capital and a limited amount
of loan loss reserves.  The total amount of Tier 2 Capital is limited to 100% of
Tier  1  Capital.  At  December  31,  2001  our  ratio  of  total  capital  to
risk-weighted  assets was 11.7% and our ratio of Tier 1 Capital to risk-weighted
assets  was  10.5%.

In  addition,  the  Federal  Reserve  has  established  minimum  leverage  ratio
guidelines  for  bank holding companies.  These guidelines provide for a minimum
ratio  of  Tier  1  Capital to average assets, less goodwill and other specified
intangible  assets,  of  3%  for  bank  holding  companies  that  meet specified
criteria,  including  having  the highest regulatory rating and implementing the
Federal  Reserve's  risk-based  capital measure for market risk.  All other bank
holding  companies  generally  are  required  to maintain a leverage ratio of at
least  4%.  At  December  31, 2001, our leverage ratio was 7.5%.  The guidelines
also  provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets.  The
Federal  Reserve  considers  the  leverage ratio and other indicators of capital
strength  in  evaluating  proposals  for  expansion  or  new  activities.

The  Bank  and  the Company are also both subject to leverage capital guidelines
issued  by  the  Georgia  Department  of  Banking and Finance, which provide for
minimum  ratios  of  Tier  1  capital  to  total  assets.  These  guidelines are
substantially similar to those adopted by the Federal Reserve in the case of the
Company  and  those  adopted  by  the  FDIC  in  the  case  of  the  Bank.

Failure  to meet capital guidelines could subject a bank or bank holding company
to a variety of enforcement remedies, including issuance of a capital directive,
the  termination  of  deposit  insurance by the FDIC, a prohibition on accepting
brokered deposits, and


                                       19
<PAGE>
certain  other  restrictions  on  its  business. As described above, significant
additional  restrictions  can be imposed on FDIC-insured depository institutions
that  fail  to  meet  applicable  capital  requirements. See "-Prompt Corrective
Action."

PAYMENT  OF  DIVIDENDS

The  Company  is  a  legal  entity  separate  and  distinct  from the Bank.  The
principal  source  of  the  Company's  cash  flow,  including  cash  flow to pay
dividends to its shareholders, is dividends that the Bank pays to it.  Statutory
and  regulatory  limitations  apply  to  the  Bank's payment of dividends to the
Company  as  well  as to the Company's payment of dividends to its shareholders.

If, in the opinion of the federal banking regulator, the Bank were engaged in or
about  to engage in an unsafe or unsound practice, the federal banking regulator
could  require,  after  notice  and a hearing, that it cease and desist from its
practice.  The  federal  banking  agencies  have indicated that paying dividends
that  deplete  a  depository  institution's  capital base to an inadequate level
would  be  an  unsafe  and  unsound banking practice.  Under the Federal Deposit
Insurance  Corporation Improvement Act of 1991, a depository institution may not
pay  any  dividend if payment would cause it to become undercapitalized or if it
already  is undercapitalized.  Moreover, the federal agencies have issued policy
statements  that  provide  that  bank holding companies and insured banks should
generally  only  pay  dividends out of current operating earnings.  See "-Prompt
Corrective  Action"  above.

The Georgia Department of Banking and Finance also regulates the Bank's dividend
payments  and must approve dividend payments that would exceed 50% of the Bank's
net income for the prior year.  Our payment of dividends may also be affected or
limited  by  other factors, such as the requirement to maintain adequate capital
above  regulatory  guidelines.

At  December  31,  2001,  the  Bank  was  able  to pay approximately $373,480 in
dividends  to  the  Company  without  prior  regulatory  approval.

RESTRICTIONS  ON  TRANSACTIONS  WITH  AFFILIATES

The  Company  and  the  Bank are subject to the provisions of Section 23A of the
Federal  Reserve  Act.  Section  23A  places  limits  on  the  amount  of:

     -    loans or extensions of credit to affiliates;

     -    investment in affiliates;

     -    the  purchase  of assets from affiliates, except for real and personal
          property  exempted  by  the  Federal  Reserve;

     -    loans  or  extensions of credit to third parties collateralized by the
          securities  or  obligations  of  affiliates;  and

     -    any  guarantee,  acceptance or letter of credit issued on behalf of an
          affiliate.

The  total  amount of the above transactions is limited in amount, as to any one
affiliate,  to  10%  of  a  bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on  the  amount  of these transactions, each of the above transactions must also
meet specified collateral requirements.  The Company must also comply with other
provisions  designed  to  avoid  the  taking  of  low-quality  assets.

The  Company  and  the Bank are also subject to the provisions of Section 23B of
the  Federal Reserve Act which, among other things, prohibit an institution from
engaging  in  the above transactions with affiliates unless the transactions are
on  terms substantially the same, or at least as favorable to the institution or
its  subsidiaries,  as  those prevailing at the time for comparable transactions
with  nonaffiliated  companies.

The  Bank  is  also  subject  to  restrictions  on  extensions  of credit to its
executive  officers,  directors,  principal  shareholders  and  their  related
interests.  These  extensions  of  credit  (1) must be made on substantially the
same  terms, including interest rates and collateral, as those prevailing at the
time  for  comparable  transactions with third parties, and (2) must not involve
more  than  the  normal risk of repayment or present other unfavorable features.

PRIVACY


                                       20
<PAGE>
Financial  institutions  are  required to disclose their policies for collecting
and  protecting  confidential  information.  Customers  generally  may  prevent
financial  institutions  from  sharing  nonpublic personal financial information
with  nonaffiliated third parties except under narrow circumstances, such as the
processing  of  transactions requested by the consumer.  Additionally, financial
institutions  generally  may  not  disclose  consumer  account  numbers  to  any
nonaffiliated  third  party  for  use in telemarketing, direct mail marketing or
other  marketing  to  consumers.

ANTI-TERRORISM  LEGISLATION

In  the  wake  of  the tragic events of September 11th, on October 26, 2001, the
President  signed the Uniting and Strengthening America by Providing Appropriate
Tools  Required  to  Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001.
Under  the  USA  PATRIOT Act, financial institutions are subject to prohibitions
against  specified  financial  transactions and account relationships as well as
enhanced due diligence and "know your customer" standards in their dealings with
foreign financial institutions and foreign customers.  For example, the enhanced
due  diligence  policies,  procedures,  and controls generally require financial
institutions  to  take  reasonable  steps-

     -    to conduct enhanced scrutiny of account relationships to guard against
          money  laundering  and  report  any  suspicious  transaction;

     -    to ascertain the identity of the nominal and beneficial owners of, and
          the  source  of  funds deposited into, each account as needed to guard
          against  money  laundering  and  report  any  suspicious transactions;

     -    to  ascertain  for  any  foreign  bank,  the  shares  of which are not
          publicly  traded,  the identity of the owners of the foreign bank, and
          the  nature  and  extent of the ownership interest of each such owner;
          and

     -    to  ascertain whether any foreign bank provides correspondent accounts
          to other foreign banks and, if so, the identity of those foreign banks
          and  related  due  diligence  information.

Under  the  USA PATRIOT Act, financial institutions have 180 days from enactment
(or  until April 25, 2002) to establish anti-money laundering programs.  The USA
PATRIOT  Act  sets  forth  minimum  standards  for  these  programs,  including:

     -    the development of internal policies, procedures, and controls;

     -    the designation of a compliance officer;

     -    an ongoing employee training program; and

     -    an independent audit function to test the programs.

Before  the  180-day  grace  period  expires, the Secretary of the Treasury will
prescribe  regulations  that consider the extent to which these new requirements
are  commensurate  with  the  size,  location,  and  activities  of  financial
institutions  subject  to  the  Act.

In  addition,  the  USA  PATRIOT Act authorizes the Secretary of the Treasury to
adopt rules increasing the cooperation and information sharing between financial
institutions, regulators, and law enforcement authorities regarding individuals,
entities and organizations engaged in, or reasonably suspected based on credible
evidence  of  engaging  in,  terrorist acts or money laundering activities.  Any
financial  institution  complying  with  these  rules will not be deemed to have
violated  the  privacy  provisions  of  the Gramm-Leach-Bliley Act, as discussed
above.

PROPOSED  LEGISLATION  AND  REGULATORY  ACTION

New  regulations  and  statutes are regularly proposed that contain wide-ranging
proposals for altering the structures, regulations and competitive relationships
of  the  nation's  financial  institutions  operating  in the United States.  We
cannot  predict  whether or in what form any proposed regulation or statute will
be  adopted  or  the  extent  to  which  our business may be affected by any new
regulation  or  statute.

EFFECT  OF  GOVERNMENTAL  MONETARY  POLICIES


                                       21
<PAGE>
Our  earnings  are affected by domestic economic conditions and the monetary and
fiscal  policies  of the United States government and its agencies.  The Federal
Reserve  Bank's  monetary policies have had, and are likely to continue to have,
an  important  impact  on  the operating results of commercial banks through its
power  to  implement  national  monetary policy in order, among other things, to
curb  inflation  or  combat  a  recession.  The monetary policies of the Federal
Reserve  affect  the  levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of  the  discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact  of  future  changes  in  monetary  and  fiscal  policies.

ITEM 2.  DESCRIPTION OF PROPERTIES

The  Company's  corporate  office and the Bank's main office are located at 5102
Alabama  Highway,  Ringgold,  Georgia. The main office property is leased by the
Bank.  In  November  2000  the  Bank  opened  a  branch  office  located  at 769
Battlefield  Parkway,  Fort Oglethorpe, Georgia. The Fort Oglethorpe property is
owned  by  the  Bank.

In  1995  the  organizers  of  the  Company  leased the property located at 5102
Alabama  Highway  for 20 years with options to renew the lease for additional 10
years  thereafter.  The  maximum term is fifty years but may be limited to forty
years under specified circumstances. The annual rent will be increased each year
by  the  increase  in  the  Consumer Price Index as set forth in The Wall Street
Journal or other nationally recognized publication. The annual rent for 2001 was
$25,005.

A  director  of  the  Company  is a co-owner of the main office property. In the
opinion  of  the  organizers,  the terms of this Lease Agreement are at least as
favorable  to  the  Company  as  terms  available  from unrelated third parties.

The  main office in Ringgold is a two-story building consisting of 12,000 square
feet.  The  Fort  Oglethorpe  branch is a one-story building consisting of 4,200
square  feet.

Other  than  normal  real  estate commercial lending activities of the Bank, the
Company generally does not invest in real estate, interests in real estate, real
estate  mortgages, or securities of or interests in persons primarily engaged in
real  estate  activities.

ITEM 3.  LEGAL PROCEEDINGS

There  are no material pending legal proceedings to which the Company is a party
or  of  which  any  of  its  properties  are  subject;  nor  are  there material
proceedings  known  to  the  Company  to  be  contemplated  by  any governmental
authority;  nor  are there material proceedings known to the Company, pending or
contemplated,  in  which  any  director,  officer  or affiliate or any principal
security  holder  of  the Company or any associate of any of the foregoing, is a
party  or  has  an  interest  adverse  to  the  Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       22
<PAGE>
                                    PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  response  to this Item is partially included in the Company's Annual Report
to  Shareholders  at  page  35  and  is  incorporated  herein  by  reference.

The  Company has not sold any unregistered shares of its Common Stock, $5.00 par
value,  during  2001  or  2000.

On  June  19, 2001, the Company granted options to purchase 14,000 shares of its
Common  Stock, $5.00 par value, to selected officers of the Bank as compensation
for  their  services.  Each of the options vests in equal 20% annual increments.
Each  option  has a maximum term of ten years. The exercise price of the options
granted  in  2001  is  $13.00  per share. Since the options were only granted to
officers,  the  option  grants  did not involve a public offering, and therefore
were  exempt from registration under Section 4(2) of the Securities Act of 1933.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

The  response  to  this  Item  is  included  in  the  Company's Annual Report to
Shareholders  under  the  heading,  "Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results of Operations," at pages 1 through 11, and is
incorporated  herein  by  reference.

ITEM 7.  FINANCIAL STATEMENTS

The  following  financial statements are included in the Company's Annual Report
to  Shareholders  at  pages  13  through  34,  and  are  incorporated  herein by
reference.

     Report of Independent Certified Public Accountants

     Financial Statements

          Consolidated Balance Sheets as of December 31, 2001 and 2000

          Consolidated  Statements  of  Income  for the years ended December 31,
          2001  and  2000

          Consolidated  Statements  of  Changes  in Stockholders' Equity for the
          years  ended  December  31,  2001  and  2000

          Consolidated Statements of Cash Flows for the years ended December 31,
          2001  and  2000

          Notes  to  Consolidated  Financial  Statements


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL  DISCLOSURE

The  response  to this item is included in the Company's Proxy Statement for the
Annual  Meeting  of  Shareholders  to  be  held April 18, 2002 under the heading
"Independent  Public  Accountants,"  on  page  9,  and is incorporated herein by
reference.


                                       23
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

The responses to this Item are included in the Company's Proxy Statement for the
Annual  Meeting  of  Shareholders to be held April 18, 2002, under the following
headings,  and  are  incorporated  herein  by  reference.

     Proposal One: Election of Directors   Director Nominees," at page 3;

     "Executive Officers," at page 5;

     "Section 16(a) Beneficial Ownership Reporting Compliance," at page 9.


ITEM 10. EXECUTIVE COMPENSATION

The responses to this Item are included in the Company's Proxy Statement for the
Annual  Meeting  of  Shareholders  to be held April 18, 2002, under the heading,
"Compensation,"  at pages 5 through 6, and are incorporated herein by reference.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The responses to this Item are included in the Company's Proxy Statement for the
Annual  Meeting  of  Shareholders  to  be held April 18, 2002 under the heading,
"Security  Ownership  of  Certain  Beneficial Owners and Management," at pages 7
through  8,  and  are  incorporated  herein  by  reference.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The responses to this Item are included in the Company's Proxy Statement for the
Annual  Meeting  of  Shareholders to be held April 18, 2002, under the headings,
"Certain Relationships and Related Transactions," at page 9, and "Compensation,"
at  pages  5  through  6,  and  are  incorporated  herein  by  reference.


                                       24
<PAGE>
<TABLE>
<CAPTION>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

Exhibit
Number   Exhibit
-------  -------
<S>      <C>

    3.1  Articles of Incorporation. (1)

    3.2  Bylaws. (1)

    4.1  Instruments Defining the Rights of Security Holders. See
         Articles of Incorporation at Exhibit 3.1 hereto and
         Bylaws at Exhibit 3.2 hereto.

   10.1  Ground Lease Agreement by and between Gateway
         Bancshares, Inc. and Ringgold Mining and Manufacturing
         Company, dated as of May 1, 1996. (2)

   10.3  Gateway Bancshares, Inc. 1999 Stock Option Plan. (3)

   10.4  Loan and Stock Purchase Agreement by and between
         Gateway Bancshares, Inc. and Gilmer County Bank dated
         June 20, 2000. (4)

   13.1  Gateway Bancshares, Inc. 2001 Annual Report to
         Shareholders. Except with respect to those portions
         specifically incorporated by reference into this Report,
         the Company's 2001 Annual Report to Shareholders is not
         deemed to be filed as part of this Report.

   21.1  Subsidiaries of Gateway Bancshares, Inc. (5)

   24.1  Power of Attorney (appears on the signature pages to
         this Annual Report on 10-KSB).


(b)  Reports on Form 8-K filed in the fourth quarter of 2001:   None


<FN>
----------------

(1)  Incorporated herein by reference to exhibit of same number in the Company's
     Registration  Statement  on  Form  SB-2,  Registration  No. 33-80855, filed
     December  20,  1995.

(2)  Incorporated herein by reference to exhibit of same number in the Company's
     Quarterly  Report  on Form 10-QSB for the quarter ended September 30, 1996.

(3)  Incorporated  herein  by  reference  to  Appendix  A of the Company's Proxy
     Statement  for  the  Meeting  of Shareholders to be held on April 15, 1999,
     filed  under  cover  of  Schedule  14A.

(4)  Incorporated herein by reference to exhibit 10.1 in the Company's Quarterly
     Report  on  Form  10-QSB  for  the  quarter  ended  June  30,  2000.

(5)  Incorporated herein by reference to exhibit of same number in the Company's
     Annual  Report  on  Form  10-KSB  for  the  year  ended  December 31, 1997.
</TABLE>


                                       25
<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this Report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.


                                      GATEWAY BANCSHARES, INC.

                                      By:  /s/  Robert  G.  Peck
                                         -------------------------------------
                                         Robert  G.  Peck
                                         President and Chief Executive Officer

                                      Date: March 15, 2002


                                POWER OF ATTORNEY

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature appears on the
signature  page to this Report constitutes and appoints Robert G. Peck and Harle
B.  Green,  and  each of them, his true and lawful attorneys-in-fact and agents,
with  full  power  of  substitution and resubstitution, for him and in his name,
place,  and  stead, in any and all capacities, to sign any and all amendments to
this Report, and to file the same, with all exhibits hereto, and other documents
in  connection  herewith  with  the Securities and Exchange Commission, granting
unto  said  attorneys-in-fact  and  agents  and  each  of  them,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby ratifying and confirming all that said
attorneys-in-fact  and  agents  or  any  of  them, or their or his substitute or
substitutes,  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has  been  signed below by the following persons on behalf of the Registrant and
in  the  capacities  and  on  the  dates  indicated.

Signature                     Title                              Date
---------                     -----                             ------

/s/ Jack Joseph Babb          Director                      March 15, 2002
---------------------------
Jack Joseph Babb


/s/ William H.H. Clark        Director                      March 15, 2002
---------------------------
William H.H. Clark


/s/ Patricia Yvonne Cochran   Director                      March 15, 2002
---------------------------
Patricia Yvonne Cochran


/s/ Jeannette Wilson Dupree   Director                      March 15, 2002
---------------------------
Jeannette Wilson Dupree


/s/ Harle B. Green            Director, Chief Financial     March 15, 2002
---------------------------   Officer (Principal Financial
Harle B. Green                And Accounting Officer)


/s/ Ernest Kresch             Director                      March 15, 2002
---------------------------
Ernest Kresch


/s/ Robert G. Peck            Director, President           March 15, 2002
---------------------------   Chief Executive Officer
Robert G. Peck


/s/ Danny Ray Jackson         Director                      March 15, 2002
---------------------------
Danny Ray Jackson


/s/ James Arthell Gray        Director                      March 15, 2002
---------------------------
James Arthell Gray, Sr.


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

Exhibit
Number   Exhibit
-------  --------
<S>      <C>

    3.1  Articles of Incorporation. (1)

    3.2  Bylaws. (1)

    4.1  Instruments Defining the Rights of Security Holders.
         See Articles of Incorporation at Exhibit 3.1 hereto
         and Bylaws at Exhibit 3.2 hereto.

   10.1  Ground Lease Agreement by and between Gateway
         Bancshares, Inc. and Ringgold Mining and
         Manufacturing Company, dated as of May 1, 1996. (2)

   10.3  Gateway Bancshares, Inc. 1999 Stock Option Plan. (3)

   10.4  Loan and Stock Purchase Agreement by and between
         Gateway Bancshares, Inc. and Gilmer County Bank dated
         June 20, 2000. (4)

   13.1  Gateway Bancshares, Inc. 2001 Annual Report to
         Shareholders. Except with respect to those portions
         specifically incorporated by reference into this
         Report, the Company's 2001 Annual Report to
         Shareholders is not deemed to be filed as part of
         this Report.

   21.1  Subsidiaries of Gateway Bancshares, Inc. (5)

   24.1  Power of Attorney (appears on the signature pages to
         this Annual Report on 10-KSB).

<FN>
----------------
(1)  Incorporated herein by reference to exhibit of same number in the Company's
     Registration  Statement  on  Form  SB-2,  Registration  No. 33-80855, filed
     December  20,  1995.

(2)  Incorporated herein by reference to exhibit of same number in the Company's
     Quarterly  Report  on Form 10-QSB for the quarter ended September 30, 1996.

(3)  Incorporated  herein  by  reference  to  Appendix  A to the Company's Proxy
     Statement  for  the  Meeting  of Shareholders to be held on April 15, 1999,
     filed  under  cover  of  Schedule  14A.

(4)  Incorporated herein by reference to exhibit 10.1 in the Company's Quarterly
     Report  on  Form  10-QSB  for  the  quarter  ended  June  30,  2000.

(5)  Incorporated herein by reference to exhibit of same number in the Company's
     Annual  Report  on  Form  10-KSB  for  the  year  ended  December 31, 1997.
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