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 (FEE REQUIRED)	

For the fiscal year ended    SEPTEMBER 30, 1996

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)	

For the transition period  _________ to ____________

Commission file number:     0-16657

            FIRST GEORGIA HOLDING, INC.
           (Name of Small Business Issuer)

         GEORGIA                       58-1781773
(State or other jurisdiction	      (IRS Employer
of incorporation or organization)   Identification Number)

     1703 GLOUCESTER STREET, BRUNSWICK, GA 31520
       (Address of principal executive offices)

Registrant's telephone number, 
 including area code:                 (912) 267-7283
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 $1.00

Check whether the issuer (1) has filed all reports 
required to be filed by section 12 or 15(d) of the 
Exchange Act of 1934 during the past 12 months (or for 
such shorter period that the registrant was required 
to file such reports), and (2) has been subject to 
such filing requirements for the past 60 days.	
	Yes  [X]        No  [ ]

Check if there is no disclosure of delinquent filers 
in response to Item 405 of Regulation S-B contained in 
this form, and no disclosure will be contained, to the 
best of registrant's knowledge, in definitive proxy or 
information statement incorporated by reference in 
Part III of this Form 10-KSB or any amendment to this 
Form 10-K. [X]

State issuer's revenues for its most recent fiscal 
year		$12,797,813

State the aggregate market value of the voting stock 
held by non-affiliates of the registrant as of 
December 1, 1996:

1,225,461 SHARES OF COMMON STOCK, $1.00 PAR VALUE -- 
$10,575,728 BASED UPON APPROXIMATE MARKET VALUE OF 
$8.63 PER SHARE AT DECEMBER 1, 1996.

State the number of shares outstanding of each of the 
issuer's classes of common stock, as of December 1, 
1996:	   COMMON STOCK, $1.00 PAR VALUE --2,034,962 
         SHARES

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement (the "Proxy 
Statement") for the Annual Meeting of Shareholders 
scheduled to be held January 21, 1997 are incorporated 
by reference into Part I and Part III.

Portions of the Company's Annual Report (the "Annual 
Report") to Shareholders for the year ended September 
30, 1996 are incorporated by reference into Part I, 
Part II and Part III.


<PAGE>



          FIRST GEORGIA HOLDING, INC.

                 FORM 10-KSB

                    INDEX

Part I								PAGE

	Item 1.	Business . . . . . . . . . . . . . .  3
	Item 2.	Description of Properties. . . . . . 41
	Item 3.	Legal Proceedings. . . . . . . . . . 42
	Item 4.	Submission of Matters to a Vote of 
      			 Security Holders . . . . . . . . .  42

Part II

	Item 5.	Market for Common Equity and Related 
     		 	 Stockholder Matters  . . . . . . .  42
	Item 6.	Management's Discussion and Analysis 
          or Plan of Operation . . . . . .  . 42
	Item 7.	Financial Statements . . . . . . . . 42
	Item 8.	Changes in and Disagreements with 
          Accountants on Accounting and 
          Financial Disclosure  . . . . . . . 42

Part III	

	Item 9.	Directors, Executive Officers, 
          Promoters and Control Persons;  
          Compliance with Section 16(a) 
          of the Exchange Act . . . . . . . . .43
		  	 
	Item 10.	Executive Compensation . . . . . . . 43
	Item 11.	Security Ownership of Certain 
			        Beneficial Owners and Management .  43
	Item 12.	Certain Relationships and Related
       			 Transactions . . . . . . . . . . .  43
	Item 13.	Exhibits and Reports on Form 8-K . . 43

	Signatures  . . . . . . . . . . . . . . . . . 44
	Exhibit Index  . . . . . . . . . . . . . .  . 46

<PAGE>	



PART I

Item 1.  DESCRIPTION OF BUSINESS

         BUSINESS OF THE COMPANY

	First Georgia Holding, Inc. (the Company), was 
incorporated as a Georgia corporation on December 16, 
1987, for the purpose of acquiring all of the issued 
and outstanding shares of First Georgia Bank, F.S.B. 
(formerly known as First Georgia Savings Bank, 
F.S.B.)(the Bank) pursuant to a plan of 
reorganization.  The reorganization of the Bank into a 
holding company structure became effective on April 
30, 1988, and the Bank is now a wholly-owned 
subsidiary of the Company.

	The Company has not engaged in any material 
operations to date and management of the Company has 
no immediate plans to engage in any non-banking 
activities.

	The holding company structure provides the 
Company with the ability to expand and diversify its 
financial services beyond those currently offered 
through the Bank.  As a holding company, the Company 
has greater flexibility than the Bank to diversify its 
business activities, through existing or newly-formed 
subsidiaries, or through acquisition or merger.  
Commencement of non-banking operations by 
subsidiaries, if they are organized, will be 
contingent upon approval by the Board of Directors of 
the Company and by regulatory authorities as 
appropriate.  While the Company has no plans, 
arrangements, agreements or understandings regarding 
diversification through acquisition or development of 
other businesses, the Board of Directors believes that 
the holding company structure offers significant 
advantages.

	The Company may, in the future, enter into a 
management agreement for the purpose of rendering 
certain services to the Bank.  No proposal and no 
terms of such agreement, however, have been considered 
as yet and it has not been decided that such an 
agreement will be made.  Certain restrictions on the 
total compensation under management and similar 
agreements are imposed by federal regulation and, 
under certain circumstances, regulatory approval may 
be required.

	Except for the officers of the Bank who 
presently serve as officers of the Company, the 
Company does not have any employees.

	The Company's executive office is located at 
1703 Gloucester Street, Brunswick, Georgia 31520.  At 
the present time the Company does not have any plans 
to establish additional offices.

               BUSINESS OF THE BANK

	The Bank is a federal stock savings bank 
headquartered in Brunswick, Georgia.  It was chartered 
in 1983 and opened for business on January 31, 1984 
with approximately $8.6 million of acquired deposits.

	The Bank's business consists primarily of 
residential and consumer lending and retail banking.  
To a lesser extent the Bank engages in commercial real 
estate lending and construction lending.

<PAGE>

	The Bank's retail banking operation consists of 
attracting deposits and making commercial and consumer 
loans.  It attracts deposits by offering a wide array 
of banking services, including checking accounts, 
overdraft protection, various savings programs, IRAs, 
and access to the AVAIL network of automatic teller 
machines.  Similarly, the Bank offers a full range of 
commercial loans, including short-term loans for 
working capital purposes, seasonal loans, lines of 
credit, accounts receivable loans and inventory loans, 
as well as a full range of consumer loans, including 
automobile, boat, home improvement and other similar 
loans.

	Commercial real estate and construction lending 
includes construction and permanent loans on multi-
family apartment buildings, shopping centers, office 
buildings and other income producing properties 
located mainly in the Bank's primary market area.

	The principal executive offices of the Bank are 
located at 1703 Gloucester Street, Brunswick, Georgia 
31520 and the telephone number at that address is 
(912) 267-7283.


SUMMARY OF FINANCIAL RESULTS

	First Georgia Holding, Inc. reported Net Income 
of $761,366 in 1996, a decrease of $515,722.  This 
decrease is due primarily to a SAIF special assessment 
of $727,704. In addition, Net Income decreased as a 
result of reduced net interest margins.  The 
assessment resulted in an after tax decrease in Net 
Income of $451,467.  Net Interest Income after 
Provision for Loan Losses increased a total of 
$191,592.  Other Income decreased by a total of 
$264,919, and other expenses, exclusive of the SAIF 
assessment, increased $122,620. 

RETURN ON AVERAGE EQUITY AND ASSETS

	Return on Average Assets for the year ended 
September 30, 1996 was 0.55% as compared to 0.95% for 
the year ended September 30, 1995.  Return on Average 
Equity for the year ended September 30, 1996 was 6.52% 
compared to 11.88% for the year ended September 30, 
1995.  These decreases were due primarily to start up 
costs associated with the opening of the new North 
Brunswick branch and the one time special SAIF 
assessment.

<PAGE>

SELECTED STATISTICAL INFORMATION			
			
     The following tables set forth certain selected 
statistical information			
and should be read in conjunction with the 
consolidated financial statements			
of the Company and Bank.			
			
                                      Year Ended	
                                     September 30,	
                                  ------------------
         		                        1996      1995
			                             --------  --------
Return on Average Assets        		0.55%     0.95%
			
Return on  Average Equity       		6.52%	   11.88%
			
Average Equity to Average Assets 	8.39%     8.01%
			
Dividend Payout Ratio	     	     17.42%     6.38%
			
			
			
                AVERAGE BALANCE SHEETS			
                                         Year Ended	
                                        September 30,	
                                   ------------------------
                                      1996          1995
			                                -----------  -----------
Cash	                           $   2,711,372    2,627,902
Interest-bearing deposits 
 in other banks	                     1,835,076    3,421,075
Investment securities                9,514,086    8,148,300
Loans receivable, net              117,481,323  115,870,551
Real estate acquired in 
 settlement of loans                    88,293      466,281
Federal Home Loan Bank stock         1,575,700    1,575,700
Premises and equipment, net          3,309,094    3,028,371
Accrued interest receivable            855,218      820,405
Intangible assets, net               1,325,933    1,558,861
Other assets                           601,994      316,418
			                                -----------  -----------
		                 	             $ 139,298,088  137,833,864
                                   ===========  ===========
			
LIABILITIES AND STOCKHOLDERS' EQUITY			
			
Liabilities:			
Deposits                         $ 112,422,778  107,968,855
Federal Home Loan Bank advances     12,822,012   15,399,672
Advance payments by borrowers for			
 taxes and insurance                    61,647       78,304
Other borrowed money                   160,493      216,000
Accrued expenses and 
 other liabilities                   2,148,177    3,403,065
               			                 -----------  -----------
                                   127,615,107  127,065,896
			                                -----------  -----------

Stockholders' equity                11,682,981   10,767,968
               			                 -----------  -----------
Total liabilities and 
 stockholders' equity            $ 139,298,088  137,833,864
			                                ===========  ===========

<PAGE>

                        INTEREST EARNINGS AND YIELD				
                                         Year Ended		
                                        September 30,	
                                   ------------------------
                                      1996         1995
              			                 -----------  -----------
Interest earned on:	 			
			
Loans                            $  10,986,155   10,871,713	
Taxable investment securities          699,732      507,009	
Interest-bearing deposits in 
 other banks	                          108,029      247,615	
			                                -----------  -----------
  Total interest income             11,793,916   11,626,337	
               			                 -----------  -----------

				
Interest paid on:				
 				
Deposits                             5,682,330    5,345,453	
Short term debt                        198,335       12,176	
Long term debt                         668,717    1,049,728	
               			                 -----------  -----------
  Total interest expense             6,549,382    6,407,357	
			                                -----------  -----------
		
NET INTEREST EARNED	              $  5,244,534    5,218,980	
		              		                 ===========  ============
Average percentage earned on:				
				
Loans                                    9.35%        9.38%	
Taxable investment securities            7.35         6.22	
Interest-bearing deposits in 
 other banks                             5.89         7.24	
				
Total interest earning assets            9.15         9.46	
				
Average percentage paid on:				
				
Deposits                                 5.05         4.95	
Short term debt                          7.27         5.90	
Long term debt                           6.63         6.82	
				
Total interest bearing liabilities       5.23         5.29	
				
NET YIELD ON INTEREST EARNING ASSETS     4.07         4.17%
                       	             ========================

    "Management's Discussion and Analysis of Financial 
Condition and Results of Operations - Yields Earned and Rates 
Paid" in the Company's Annual Report is incorporated by reference 
herein.			
	
<PAGE>

               LENDING ACTIVITIES

GENERAL

	Thrift institutions are permitted to invest up 
to 400% of their capital in commercial real estate 
loans.  Thrift institutions are also permitted to 
invest up to 10% of their assets in secured or 
unsecured loans for commercial, corporate, business or 
agricultural purposes.  Institutions may also invest 
up to 35% of their assets in consumer loans and up to 
10% of their assets in tangible personal property in 
order to engage in personal property leasing.

	In 1992 the Bank entered into a supervisory 
agreement with the OTS.  The agreement required the 
Bank to submit to the OTS a written plan to improve 
the Bank's record of compliance with applicable 
federal consumer protection laws and regulations.  
Effective May 20, 1996, the OTS released the Bank from 
this supervisory agreement.

LOAN PORTFOLIO ANALYSIS

	The Bank's net loan portfolio totaled 
approximately $122,431,469 at September 30, 1996, 
representing approximately 82% of its total assets.  
On that date, approximately 77% of its total 
outstanding loans were secured by mortgages on 
residential property.  The balance of the Bank's 
outstanding loans at that date consisted of commercial 
real estate loans, construction loans, consumer loans 
and commercial loans.

	The Bank extends credit to customers throughout 
its market area with a concentration in real estate 
mortgage loans.  The real estate loan portfolio is 
substantially secured by properties located throughout 
Southeast Georgia.  Although the Bank has a 
diversified loan portfolio, a substantial portion of 
its borrowers' ability to repay such loans is 
dependent upon the economy in the Bank's market area.

	Set forth on the next page is selected data 
relating to the composition of the Bank's loan 
portfolio by type of loan and type of security on the 
dates indicated.

<PAGE>

                                LOAN ANALYSIS						
						
                                   September 30,
                            ----------------------------			
(In Thousands)                  1996             1995	
                            -------------    -------------
Loans By:						
Type of Security:						
Real Estate Loans:						
 Residential:						
  One-four family:						
   Conventional          $  66,695  54.48%  64,086    58.03%
   FHA-VA                      259   0.21%     265     0.24%
   Multi-family						
    conventional             6,205   5.07%   6,560     5.94%
                           ----------------------------------
  Total residential         73,159  59.75%  70,911    64.21%
					
Commercial Property         21,283  17.38%  19,555    17.71%
Land development						
 and other                  11,654   9.52%   8,802     7.97%
Less Loans held for sale      -      0.00%    -        0.00%
                           ----------------------------------
 Total real estate loans   106,096  86.65%  99,268    89.89%
						
Non-real estate loans       17,340  14.17%  15,136    13.71%
Less:  Loans in process       -      0.00%  (2,868)   -2.60%
 Unearned Interest income      (32) -0.03%     (40)   -0.04%
 Allowances for losses        (955) -0.78%  (1,004)   -0.91%
 Deferred loan fees            (17) -0.01%     (60)   -0.05%
                           ----------------------------------
  Total                  $ 122,432 100.00% 110,432   100.00%
                           ==================================
						
TYPE OF LOAN:						
Real Estate Loans:						
Loans on existing 
property:						
 Fixed rate              $  30,967  25.29%  35,238    31.91%
 One-year ARM(1)            62,581  51.10%  55,201    49.98%
 Three-year ARM              1,130   0.92%   1,224     1.11%
Construction loans          11,418   9.34%   7,605     6.89%
Less: Loans held for sale     -      0.00%    -        0.00%
                           ----------------------------------
Total real estate loans    106,096  86.65%  99,268    89.89%
						
Consumer loans               9,448   7.72%   9,094     8.23%
Commercial loans             7,892   6.45%   6,042     5.48%
Less:  Loans in process       -      0.00%  (2,868)   -2.60%
 Unearned Interest Income      (32) -0.03%     (40)   -0.04%
 Allowance for losses         (955) -0.78%  (1,004)   -0.91%
 Deferred loan fees            (17) -0.01%     (60)   -0.05%
                           ----------------------------------
                         $ 122,432    100% 110,432      100%
                           ==================================						
(1) An ARM is an adjustable rate mortgage

<PAGE>

                  LOAN MATURITY SCHEDULE						
	
							
    The following table sets forth certain information 
at September 30, 1996 regarding the dollar amount of loans
maturing in the Bank's portfolio based on their contractual			
terms to maturity.  Demand loans, loans having no stated 
schedule of repayments and no stated maturity, and 
overdrafts are reported as due in one year or less.					
This table does not consider the repricing of loans to 
be maturities.  Interest rate sensitivity is incorporated 
herein by reference from the Management's Discussion and 				
Analysis of Financial Condition and Results of 
Operations - Asset/Liability Management from the Annual 
Report to Shareholders for 1996.	
						
							
Maturities							
During years							
ended		 Real estate Real estate		Commercial		
September 30,  mortgage  construction  Consumer  and other  Total	
-----------------------------------------------------------------
         (In Thousands)						
1997        $   22,848     9,768        5,045     3,008    40,669	
							
1998             9,170     1,650        1,582     2,646    15,048	
							
1999             8,408      -           1,768       832    11,008	
							
2000               664      -             590       297     1,551	
							
2001-2005        7,606      -             347       813     8,766	
							
2006-2010        9,188      -             116       296     9,600	
							
After 2010      36,794      -             -         -      36,794	
              -----------------------------------------------------
Total      $    94,678    11,418         9,448     7,892  123,436	
              =====================================================
							
                         Less:  Loans in process	             -	
                                Unearned Interest Income	    (32)	
                                Allowance for losses	       (955)	
                                Deferred loan fees	          (17)	
                                                          ----------
                                                        $ 122,432	
                                   							                ==========
The next table sets forth the dollar amount of all loans due 
more than one year after September 30, 1996 which have 
predetermined interest rates and which have floating or 
adjustable interest rates.					
		
							
              Real estate Real estate		Commercial		
               mortgage  construction  Consumer  and other  Total	
-----------------------------------------------------------------
Pre-          (In Thousands)			
determined		
Rates	$	         18,799	       -         4,217     1,295   24,311	
							
Floating or							
adjustable							
Rates            54,230      1,649         186     2,391   58,456	
-----------------------------------------------------------------
              $  73,029      1,649       4,403     3,686   82,767	
=================================================================
							
<PAGE>


LENDING POLICIES

	Federal regulations limit the amount which 
federally chartered thrift institutions may lend in 
relation to the appraised value of the real estate 
securing the loan, as determined by an appraisal at 
the time of loan origination.  Those regulations 
permit a maximum loan-to-value ratio of 100% for real 
estate loans.  The Bank's lending policies generally 
limit the maximum loan-to-value ratio on residential 
mortgage loans to 95% of the lesser of the appraised 
value or purchase price. Multi-family residential and 
commercial real estate loans and unimproved real 
estate loans generally do not exceed 90% of value.  
The loan-to-value ratio, maturity and other provisions 
of the loans made by the Bank generally reflect the 
policy of making less than the maximum loan 
permissible under applicable regulations in accordance 
with sound lending practices, market conditions and 
underwriting standards established by the Bank.

	In an effort to keep the yields on its loan 
portfolio and investments more interest rate 
sensitive, the Bank has implemented a number of 
measures including: (a) generally originating long-
term fixed rate mortgage loans for brokerage to other 
financial institutions; (b) emphasizing origination of 
ARMs on residential and commercial properties when 
market conditions permit; (c) originating construction 
loans secured by residential properties generally for 
a 12-month period at interest rates determined by 
reference to the Bank's prime rate; and (d) 
originating consumer and commercial loans having 
either adjustable rates or relatively short 
maturities.

SINGLE FAMILY RESIDENTIAL

	One of the lending activities of the Bank has 
been the origination of single family residential 
loans through its mortgage lending operation.  Through 
an arrangement with another financial institution, the 
Bank brokers substantially all of its fixed rate 
single family residential loans.  This allows the Bank 
to offer a broader base of financing alternatives than 
would be possible if the Bank were structuring all of 
its loans to sell to the Federal Home Loan Mortgage 
Corporation (FHLMC) or the Federal National Mortgage 
Association (FNMA).  

	Federally chartered thrift institutions are 
authorized to make home loans on which the interest 
rate, loan balance or maturity may be adjusted, 
provided that the adjustments are tied to specified 
indices.  The rate adjustments are determined by 
reference to cost of funds and Treasury securities 
indices and are limited generally to 1.5-2.0% per 
adjustment period and 5-6% over the life of the loan.

COMMERCIAL REAL ESTATE LOANS

	Current regulations permit federal institutions 
to invest up to 400% of their capital in commercial 
real estate loans.  At September 30, 1996, the Bank 
had 276% of its capital invested in commercial real 
estate loans.  The commercial real estate loans 
originated by the Bank are primarily secured by multi-
family apartment buildings, shopping centers, office 
buildings and other income-producing properties.  The 
interest rates on commercial real estate loans 
presently offered by the Bank generally adjust every 
one to three years.  The rate is generally determined 
by reference to money center banks' prime rates.  The 
Bank's commercial real estate loans have various 
terms, with the payments based on a 15 to 25 year 
amortization schedule and have balloon maturities of 5 
to 7 years.  The Bank generally requires that such 
loans have a minimum debt service coverage of 1.15 and 
a loan-to-value ratio of not more than 90%.

<PAGE>

	Commercial real estate lending entails 
significant additional risks compared to residential 
lending.  Commercial real estate loans typically 
involve large loan balances to single borrowers or 
groups of related borrowers.  The payment experience 
of such loans typically depends upon the successful 
operation of the real estate project.  These risks can 
be significantly affected by supply and demand 
conditions in the market for office and retail space 
and for apartments, and as such may be subject, to a 
greater extent than residential real estate loans, to 
adverse conditions in the economy.  In dealing with 
these risk factors, the Bank generally limits itself 
to a real estate market or to borrowers with which it 
is familiar and sells a portion of its commercial real 
estate loans.  The Bank concentrates on originating 
commercial real estate loans secured by properties 
generally located within its primary market area, 
although the Bank will continue, on a limited basis, 
to originate commercial real estate loans secured by 
properties located in other parts of Georgia and in 
other states.

CONSTRUCTION LOANS
	The Bank originates construction loans on single 
family residences.  Such construction loans generally 
have a term of 12 months or less.  The interest rates 
charged by the Bank on construction loans are 
determined by reference to the prime rate charged by 
money center banks and vary depending upon the type of 
property, the loan amount and the credit worthiness of 
the borrower.  The Bank generally requires personal 
guarantees of payment from the principals of the 
borrowing entities for the full amount of the loan, 
and it is the policy of the Bank to enforce guarantees 
in the event of non-payment of the loan.

	The Bank also originates construction loans on 
multi-family and commercial real estate.  The interest 
rates on such loans presently offered by the Bank are 
also determined by reference to the prime rate charged 
by money center banks.  Multi-family and commercial 
real estate construction financing generally exposes 
the lender to a greater risk of loss than long-term 
financing on improved, occupied real estate, due in 
part to the fact that the loans are underwritten on 
projected rather than historical income and rental 
results.  The Bank's risk of loss on such loans 
depends largely upon the accuracy of the initial 
appraisal of the property's value at completion of 
construction and the estimated cost (including 
interest) of completion.  If either estimate proves to 
have been inadequate and the borrower is unable to 
provide additional funds pursuant to his or her 
guarantee, the Bank either may be required to advance 
funds beyond the amount originally committed to permit 
completion of the development or be confronted at the 
maturity of the loan with a project whose value is 
insufficient to assure full repayment.

	The Bank's underwriting criteria are designed to 
evaluate and to minimize the risks of each commercial 
real estate construction loan.  The Bank considers 
evidence of the financial stability and reputation of 
both the borrower and the contractor, the amount of 
the borrower's cash equity in the project, independent 
evaluation and review of the building costs, local 
market conditions, pre-construction sales and leasing 
information based upon evaluation of similar projects, 
the use of independent engineers to examine plans and 
monitor construction and the borrower's cash flow 
projections upon completion.  The Bank may require a 
performance bond in the amount of the construction 
contract based on management's evaluation of the 
project and the financial strength of the contractor 
and also requires personal guaranties of payment by 
the principals of any borrowing entity.  At September 
30, 1996, approximately $11,417,553 of the Bank's loan 
portfolio consisted of construction loans.

<PAGE>

CONSUMER LOANS

	Current regulations permit federal savings 
institutions to invest up to 35% of their assets in 
consumer loans.  The Bank currently offers a wide 
variety of consumer loans including secured and 
unsecured personal loans (such as home improvement 
loans and loans secured by savings accounts), 
automobile, boat and other loans.  Total consumer 
loans amounted to approximately $9,447,481 at 
September 30, 1996.

	The Bank markets consumer loans in order to 
provide a full range of retail banking services to its 
customers and because of the shorter term and normally 
higher interest rates on such loans.  The Bank's 
underwriting standards for consumer loans include a 
determination of the applicant's payment history on 
other debts and an assessment of his or her ability to 
meet existing obligations and to make payments on the 
proposed loan.  Loan-to-value, cash equity and debt 
service-to-income ratios are also generally 
considered. 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

	Current regulations authorize federal thrift 
institutions to make secured and unsecured loans for 
commercial, corporate, business and agricultural 
purposes, including issuing letters of credit.  The 
aggregate amount of such loans outstanding generally 
may not exceed 10% of the institution's assets.

	The Bank makes commercial loans primarily on a 
secured basis.  Substantially all of such loans to 
date have interest rates which adjust with changes in 
the prime rate charged by money center banks.  The 
Bank's commercial loans primarily consist of short-
term loans for working capital purposes, seasonal 
loans, lines of credit, accounts receivable loans and 
inventory loans.  The Bank customarily requires 
personal guaranties of payment by the principals of 
any borrowing entity and reviews the financial 
statements and income tax returns of the guarantors 
generally on an annual basis.  At September 30, 1996, 
the Bank had approximately $7,891,541 outstanding in 
commercial loans. Risks associated with these loans 
can be significant.  Risks include, but are not 
limited to, fraud, bankruptcy, deteriorated or non-
existing collateral, general economic downturn, and 
changes in interest rates.

<PAGE>

LOAN SOLICITATION AND PROCESSING

	The Bank actively solicits mortgage loan 
applications from existing customers, walk-ins, 
referrals, builders and real estate brokers.  
Commercial real estate loan applications are also 
obtained through direct solicitation.

	Detailed loan applications are obtained to 
determine the borrower's ability to repay, and the 
more significant items on these applications are 
verified through the use of credit reports, financial 
statements and confirmations.  After analysis of the 
loan applications and property or collateral involved, 
including an appraisal of the property by independent 
appraisers approved by the Bank's management, the 
lending decision is made in accordance with the 
underwriting guidelines of the Bank.  With respect to 
commercial loans, the Bank also reviews the capital 
adequacy of the business, the ability of the borrower 
to repay the loan and honor its other obligations, and 
general economic and industry conditions.  All 
applications for loans greater than $250,000 but less 
than $500,000 require the approval of the Bank's Loan 
Committee, which consists of the Bank's president and 
three outside directors.  All loan applications in 
excess of $500,000 must be approved by the full Board 
of Directors.

	Loan applicants are promptly notified of the 
decision of the Bank, together with the terms and 
conditions of the decision.  In this regard, the Bank 
seeks to handle loan processing and origination faster 
than its competition.  If approved, these terms and 
conditions include the amount of the loan, interest 
rate basis, amortization term, a brief description of 
the real estate to be mortgaged to the Bank, 
notification that insurance coverage must be 
maintained to protect the Bank's interest and any 
other special conditions.

	It is the Bank's policy to obtain a title 
insurance policy insuring that the Bank has a valid 
first lien on the mortgaged real estate and that the 
property is free of encumbrances.  Borrowers are also 
to obtain paid hazard insurance policies prior to 
closing and, when the property is in a flood plain as 
designated by the Department of Housing and Urban 
Development, paid flood insurance policies.  It is the 
Bank's policy to require flood insurance for the full 
insurable value of the improvements for any such loan 
located in a designated flood hazard area.  In certain 
coastal areas, however, there are limits on the amount 
of insurance available.  Substantially all borrowers 
are also required to advance funds on a monthly basis, 
together with each payment of principal and interest, 
to a mortgage escrow account from which the Bank makes 
disbursements for items such as real estate taxes, 
hazard insurance premiums and private mortgage 
insurance premiums.  See "Lending Activities - 
General" regarding the Bank's recent efforts to ensure 
compliance with federal regulations pertaining to 
flood insurance, Truth-In-Lending, and the Community 
Reinvestment Act.

LOAN ORIGINATIONS, SALES AND PURCHASES

	  It is a policy of the Bank not to originate 
for its own portfolio any long term fixed rate 
mortgage loans.  The Bank instead originates long term 
fixed rate mortgages to be brokered out to various 
mortgage lenders.  The Bank may sell its commercial 
real estate and construction loans, generally 
retaining a percentage of the loans in its own 
portfolio.  Loan sales provide additional funds for 
lending, generate income for the Bank and generally 
reduce exposure to interest rate risk.  The Bank 
generally continues to collect payments on the loans 
and otherwise to service the loans sold.  The Bank 
retains a portion of the interest paid by the borrower 
on these loans as consideration for its servicing 
loans sold to others.  At September 30, 1996, the Bank 
was servicing loans for others of approximately 
$2,003,000.

<PAGE>

	The Bank has purchased a number of loans in the 
past, and intends to consider future purchases of 
residential mortgage loans as market conditions 
warrant.  The Bank has also sold loans in the past 
and, similarly, intends to consider future sales as 
conditions warrant.

	It is the current intention of management to 
continue offering residential fixed rate mortgage 
loans through the Bank's brokerage lending arrangement 
and to continue offering adjustable rate instruments 
to be held in the Bank's portfolio.

LOAN COMMITMENTS

	Upon loan approval, short-term commitments of 45 
days are issued to the applicant and in most cases 
provide for the loan to be closed at the prevailing 
rate of interest as of the date of approval.  At 
September 30, 1996 the Bank had loan commitments 
outstanding of approximately $142,000 excluding the 
undisbursed portion of loans in process.

LOAN ORIGINATION FEES

	Beginning October 1, 1988, the Bank 
prospectively adopted Statement of Financial 
Accounting Standards No. 91 "Accounting for 
Nonrefundable Fees and Costs Associated with 
Originating or Acquiring Loans and Initial Direct 
Costs of Leases".  This  standard requires the Bank to 
defer and amortize loan origination fees, net of 
certain direct origination costs incurred, and to 
recognize such fees over the life of the related loan 
as a yield adjustment.

	The Bank also receives other fees and charges 
relating to existing loans along with late charges and 
fees collected in connection with a change in borrower 
or other loan modifications.

DELINQUENCIES AND ASSET CLASSIFICATIONS

	The Bank's collection procedures provide that 
when a loan is 15 days past due, the borrower will be 
contacted by mail and payment requested.  If the 
delinquency continues, subsequent efforts will be made 
to contact the delinquent borrower.  In certain 
instances, the Bank may modify the loan or grant a 
limited moratorium on loan payments to enable the 
borrower to reorganize his or her financial affairs.  
If the loan continues in a delinquent status for 90 
days or more, the Bank generally will initiate 
foreclosure proceedings, but there is no requirement 
that the Bank defer foreclosure proceedings or other 
enforcement action.  Any property acquired as the 
result of foreclosure is classified as real estate 
acquired in settlement of loans until such time as it 
is sold or otherwise disposed of by the Bank to 
recover its investment.

<PAGE>

	As a measure of the soundness of a thrift 
institution's loans, federal regulatory authorities 
have developed the concept of asset classification and 
have established four categories of problem assets:  
"Special Mention," "Substandard," "Doubtful" and 
"Loss".  Assets designated Special Mention do not 
require that a bank take any specific action.  For 
assets classified Substandard or Doubtful, a bank's 
examiner is authorized to direct the establishment of 
a general allowance for loan losses based on the 
assets classified and the overall quality of the 
bank's asset portfolio.  This valuation allowance must 
be established in accordance with generally accepted 
accounting principles.  For assets or portions of 
assets classified Loss, a bank is required either to 
establish specific allowances of 100% of the amount so 
classified, or to charge off such amount.  These 
specific allowances or charge offs must also be 
established in accordance with generally accepted 
accounting principles.

	The Bank is responsible for determining the 
valuation and classification of its assets, subject to 
review by regulatory authorities.  Portions of an 
asset may be classified in more than one category.

	An asset will be designated Special Mention if 
it does not justify a classification of Substandard 
but does constitute undue and unwarranted credit risk 
to the Bank.  An asset will be classified Substandard 
if it is determined to involve a distinct possibility 
that the Bank may sustain some loss if deficiencies 
associated with the loan, such as inadequate 
documentation, are not corrected.  An asset will be 
classified as Doubtful if full collection is highly 
questionable or improbable.  An asset will be 
classified as Loss if it is considered uncollectible, 
even if a partial recovery may be expected in the 
future.

	The Bank closely monitors its classified loans 
and actively attempts to dispose of real estate 
acquired in settlement of loans.  Real estate acquired 
through foreclosure is appraised when acquired and is 
recorded at the lower of cost or fair market value.

	At September 30, 1996, the following amounts of 
loans were classified as follows:

Special Mention          $2,161,000
Substandard			            1,976,000
Doubtful			                    -
Loss				                       -  
                   		------------------
                     				$4,137,000
				                 ==================

NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS

	The Bank has approximately $1,951,000 of loans 
in nonaccrual status at September 30, 1996.  The Bank 
had approximately $2,061,000 of loans in nonaccrual 
status at September 30, 1995.  The Bank has had no 
restructured loans.  ("Management's Discussion and 
Analysis of Financial Condition and Results of 
Operations - Provision for Loan Losses" in the 
Company's Annual Report is incorporated by reference 
herein.)  Had all nonaccrual loans at September 30, 
1996 actually accrued interest for the full fiscal 
year, approximately $93,000 of additional interest 
income would have been added to fiscal 1996 earnings.  

<PAGE>

	Accrual of interest is discontinued when either 
principal or interest become 90 days past due unless, 
in management's opinion, the loan is well secured and 
in the process of collection.

ALLOWANCE FOR LOAN LOSSES
 
	For a detailed analysis of the allowance for 
loan losses, Management's Discussion and Analysis of 
Financial Condition and Results of Operations - 
Provision for Loan Losses is incorporated by reference 
from the Annual Report to Shareholders herein.

   The Company has allocated the allowance for 
possible loan losses according to the amount deemed to 
be reasonably necessary to provide for the possibility 
of losses being incurred within the categories of 
loans set forth in the table below.  This allocation 
is based on management's evaluation of the loan 
portfolio under current economic conditions, past  
loan loss experience, adequacy and nature of 
collateral, and such factors which, in the judgment of 
management, deserve recognition in estimating loan 
losses.  Regulatory agencies, as an integral part of 
their examination process, periodically review the 
Company's allowances for possible losses on loans and 
real estate acquired through foreclosure and other 
nonperforming assets.  Such agencies may require the 
Company to make additions to the allowance based on 
their judgments about information available to them at 
the time of their examination.  Because the allocation 
is based on estimates and subjective judgment, it is 
not necessarily indicative of the specific amounts or 
loan categories in which charge-offs may occur.

	
	The allocation of the allowance for possible 
loan losses to the various loan categories and the 
ratio of each loan category to total loans outstanding 
at September 30, 1996 and 1995 are presented in the 
following table. 
 
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSS			
				
							
                 			       September 30, 1996  September 30, 1995
                         ------------------  ------------------
				                                 Percent of     Percent of
                                      loans            loans 
                                      in each          in each
                    				             category         category
                                     to total         to total
(IN THOUSANDS)         		    Amount    loans   Amount    loans
                              --------------  -----------------
Balance at end of 
period applicable to:			

Commercial, financial, 
 and agricultural            $  89      6.40%     18      5.28%
Real estate-construction        28      9.25%     52      6.65%
Real estate-mortgage           272     76.70%    386     80.12%
Consumer                        20      7.65%     36      7.95%
Unallocated                    546       N/A     512       N/A   
                              --------------  -----------------
                             $ 955    100.00%  1,004     100.00%
                              =================================

OTHER

	The Company has no foreign operations and, 
accordingly, there are no assets or liabilities 
attributed to foreign operations.

<PAGE>

	At September 30, 1996, the Company had no 
concentration of loans exceeding 10% of total loans to 
borrowers engaged in any single industry.


INVESTMENT ACTIVITIES

	The Bank is required under federal regulations 
to maintain a minimum amount of liquid assets and is 
also permitted to make certain other securities 
investments.  It is the intention of management to 
hold securities with short maturities in the Bank's 
investment portfolio in order to enable the Bank to 
match more closely the interest rate sensitivities of 
its assets and liabilities. All of the Bank's 
investments are subject to interest rate risk.  Since 
some securities have fixed interest rates, as interest 
rates rise the value of the securities falls and as 
rates decline the value increases.  In addition, 
mortgage-backed securities are subject to prepayment 
risk.  As rates fall, prepayments increase and the 
amount of the security earning the coupon rate 
declines.

	Investment decisions are made by senior officers 
of the Bank.  The actions of the officers are within 
policies established by the Board of Directors.  At 
September 30, 1996 the investment portfolio totaled 
approximately $10,325,537.

	The following table sets forth the amortized 
cost, approximate fair value, and weighted average 
yield of the investment portfolio.  The weighted 
average yield with respect to maturities is also 
presented.

<PAGE>

              INVESTMENT SECURITIES ANALYSIS				
				
                                   Weighted       Approximate
            		                     Amortized Average  Fair
	                                     Cost   Yield    Value
                                 -----------------------------
September 30, 1996:				
Investment Securities:				
 U.S. Government Agencies      $  5,500,683  4.71%   5,423,659
 Mortgage-backed securities 
   and SBA's                      3,704,854  7.62%   3,688,295
 State and municipal                870,000  4.12%     866,790
 Corporate Bonds                    250,000  8.50%     230,000
                                 -----------------------------
                               $ 10,325,537         10,208,744
                                 =============================
				
                                  Weighted       Approximate
		                                Amortized Average  Fair
	                                   Cost     Yield   Value
                                 -----------------------------
September 30, 1995:				
Investment Securities:				
 U.S. Government Agencies      $  4,498,377  4.67%  4,337,790
 Mortgage-backed securities 
  and SBA's                       4,182,601  5.49%  4,233,188
State and municipal                 500,000  3.84%    498,300
                                 -----------------------------
                               $  9,180,978         9,069,278
                                 =============================


				
A summary of investment and mortgage-backed securities by 
maturities as of	September 30, 1996 follows:				
				
                                  Weighted       Approximate
           	                     Amortized Average  Fair
	                                   Cost    Yield   Value
                                 -----------------------------
				
Investment Securities:				
 Within 1 Year                  $ 3,099,391  4.33%  3,082,800
 After 1 Year thru 5 Years        3,153,832  5.39%  3,112,882
 After 5 Years thru 10 Years        761,320  8.33%    770,869
 After 10 Years                   3,310,994  7.17%  3,242,193
                                 -----------------------------
                                $10,325,537        10,208,744
                                 =============================				
At September 30, 1996 the Company had pledged $8,245,000 of 
its securities to government and municipal depositors.				
		
<PAGE>		

INTEREST DIFFERENTIAL						
						
     The following table describes the extent to which 
changes in volume of interest-earning assets and interest-bearing 
liabilities and changes in interest rates	have affected the Bank's 
interest income and expense during the periods indicated.  For
each category of interest-earning asset and interest-bearing liability,
information is provided on changes attributable to (a) change in 
volume (change in volume multiplied by old rate) and (b) change 
in rate (change in rate multiplied by old volume).  The net 
change attributable to the combined impact of volume and					
rate has been allocated to both components in proportion to the
relationship of the absolute dollar amounts of the change in each.		
				
						
                               Year Ended September 30, 1996			
                             vs. Year Ended September 30, 1995		
		                           ----------------------------------
                                   Increase (Decrease) Due To		
		                           ----------------------------------
(In Thousands)		                   Total  Rate  Volume
Interest income:						
 Loans                            $ 114    (37)  151
 Taxable investment securities      193    101    92
 Interest-bearing deposits in
  other banks                      (139)   (40)  (99)
                                   -----   ----  ------
Total interest-earning						
  assets                            168     24   144
                                   -----   ----  ------
Interest expense:						
 Deposits                           337    113   224
 Short term debt                    186    184     2
 Long term debt                    (381)  (165) (216)
                                   -----   ----  ------
Total interest-bearing						
  liabilities                       142    132    10
                                   -----   ----  ------
Net interest income               $  26   (108)  134
                                  ======  ====== ======
						
		                           Year Ended September 30, 1995			
                             vs. Year Ended September 30, 1994		
		                           ----------------------------------
                                Increase (Decrease) Due To		
		                           ----------------------------------
(In Thousands)		                  Total  Rate  Volume
Interest income:						
 Loans                           $1,157  1,170   (13)
 Taxable investment securities      150    101    49
 Interest-bearing deposits in
  other banks                       106    110    (4)
                                  ------  -----  ------
Total interest-earning						
  assets                          1,413   1,381   32
                                  ------  -----  ------
Interest expense:						
 Deposits                           859    791    68
 Short term debt                      8     14    (6)
 Long term debt                      (4)   191  (195)
                                   -----   ---- ------
Total interest-bearing						
  liabilities                       863    996  (133)
                                   -----   ---- ------
Net interest income               $ 550    385   165
                                  ======  ====== ======						
						
<PAGE>

RETAIL BANKING ACTIVITIES AND SOURCES OF FUNDS

GENERAL

	The Bank's retail banking activities consist of 
attracting deposits and making consumer and commercial 
loans.  A principal objective of the Bank is to 
establish a total banking relationship, including a 
deposit relationship as well as a lending 
relationship, between the Bank and the customer.

	Savings accounts and other types of deposits 
generated by the Bank's retail banking division are 
the primary source of the Bank's funds for use in 
lending and for other general business purposes.  In 
addition to savings accounts, the Bank derives funds 
from loan repayments, FHLB advances, other borrowings 
and operations.  Loan repayments are a relatively 
stable source of funds while deposit inflows and 
outflows vary widely and are influenced by prevailing 
interest rates and money market conditions.  
Borrowings may be used on a short-term basis to 
compensate for reductions in normal sources of funds 
such as deposit inflows at less than projected levels 
and may be used on a longer-term basis to support 
expanded lending activities.  The Bank's sources of 
borrowings have been advances from the FHLB of Atlanta 
and obligations under Repurchase Agreements.

DEPOSITS

	Savings deposits in the Bank at September 30, 
1996 and 1995 were represented by the various types of 
programs described as follows:

<PAGE>

DEPOSITS AT SEPTEMBER 30, 1996				
				
								
								
								
							
                                                    Percentage
                         					   Weighted	Balance       of
Type of                  Minimum Average (Dollars in   Total
Account          Term     Amount   Rate	thousands)	Deposits
---------------------------------------------------------------
Easy Checking               --      --   $  1,632       1.34%
Commercial checking         --      --	     4,635       3.81%
Now Accounts               750     1.25%   11,598       9.54%
Super NOW and MMDA       1,000     2.35%	   2,410       1.98%
Statement Savings          100     2.30%    4,565       3.76%
								
Certificates of deposit	accounts:								

 Jumbo 
  certificates  30 days to		
                 5 years  99,000   4.48%	 18,298      15.05%
								
 Other time deposits						
		
    3 month   3-5 months   1,000   4.32%      649       0.53%
    6 month   6-11 months  1,000   6.35% 	  6,281       5.17%
    1 year   12-17 months    500   5.25%	  21,470      17.66%
  1.5 years  18-23 months    500   5.27%      199       0.16%
   2 years   24-29 months    500   5.30%   11,025       9.07%
  2.5 years  30-35 months    500   5.31%	   2,524       2.08%
   3 years   36-41 months    500   5.35%    5,032       4.14%
  3.5 years	 42-47 months    500   5.36%      100       0.08%
   4 years   48-59 months    500   5.40%	   3,853       3.17%
   5 years      60 months    500   5.45%	  10,944       9.00%
18 month IRA    18 months    500   5.29%   15,747      12.95%
    Other       30 day       500   2.78%      593       0.49%
                                 --------- ------------------
                                   4.49% $121,555        100%
								                         ============================
 
Savings deposits at September 30, 1995, including accrued interest 
payable, are represented on the next page.

<PAGE>

DEPOSITS AT SEPTEMBER 30, 1995						
		
								
								
								

                                                    Percentage
                        	 			   Weighted 	Balance       of
Type of                  Minimum Average (Dollars in   Total
Account          Term     Amount   Rate	thousands)	Deposits
---------------------------------------------------------------
Easy Checking               --	      --   $  1,721      1.62%
Commercial checking	        --      --       2,882      2.71%
Now Accounts               750     2.41%    11,606     10.89%
Super NOW and MMDA       1,000     2.78%     2,345      2.20%
Statement Savings          100     2.45%     4,713      4.42%
								
Certificates of deposit	accounts:								
 Jumbo 
 certificates 30 days to						
               5 years   99,000    5.34%    12,530     11.76%
								
Other time deposits								
3 month      3-5 months   1,000    5.35%     2,638      2.48%
6 month     6-11 months   1,000    4.84%     2,705      2.54%
1 year     12-17 months     500    6.18%    22,872     21.47%
1.5 years  18-23 months     500    5.53%       260      0.24%
2 years    24-29 months     500    6.40%     8,691      8.16%
2.5 years  30-35 months     500    5.26%     1,909      1.79%
3 years    36-41 months     500    6.44%     2,476      2.32%
3.5 years  42-47 months     500    5.42%        81      0.08%
4 years    48-59 months     500    6.26%     4,674      4.39%
5 years	   60 months        500    6.90%     8,779      8.24%
18 month 
 IRA       18 months        500    6.07%    14,758     13.85%
Other		     30 day          500    2.73%       888      0.83%
                                 --------  -------------------
				                               5.14%  $106,528      100%
								                        ===============================
<PAGE>

	The Bank has a number of different programs 
designed to attract both short-term and long-term 
savings of the general public.  The programs include 
commercial demand deposits (checking), NOW accounts, 
money market deposits accounts (MMDA), traditional 
passbook savings, time deposits in a minimum amount of 
$100,000 (Jumbo Certificates), other certificates of 
deposits and individual retirement accounts (IRAs).

	The minimum amount required to open a 
certificate of deposit for other than retirement 
accounts varies from $500 to $100,000, depending on 
the type of deposit.  Rates on certificates of deposit 
are determined weekly by the Bank, based upon local 
market rates, national money market rates and yields 
on assets of the same maturity.

	The variety of deposit accounts offered by the 
Bank allows it to be competitive in obtaining new 
funds, although the threat of disintermediation (the 
flow of funds away from the Bank into direct 
investment vehicles, such as mutual funds and 
government and corporate securities) still exists.  
The ability of the Bank to attract and retain deposits 
and the Bank's cost of funds have been, and will 
continue to be, significantly affected by capital and 
money market conditions.

	The Bank attempts to control the flow of 
deposits by pricing its accounts to remain generally 
competitive with other financial institutions in its 
market area.

	The Bank has generated Jumbo Certificates from 
both local individuals and businesses and from out-of-
town individuals and businesses who have ties to its 
market area.  In addition, the Bank accepts public 
deposits.  The Bank responds to requests for rate 
information but does not accept deposits for which a 
broker's commission must be paid.  As with other 
deposits, rates on Jumbo Certificates are set in a 
manner to be competitive in the Bank's market area.

	The following table sets forth the composition 
of deposits, excluding accrued interest payable, by 
type and interest rate at the dates indicated.

<PAGE>

                                    DEPOSITS BY TYPE							
							
                                  September 30,		
                             1996     1995     1994				
                            -------  -------  -------
Access accounts:				(In thousands)
 Commercial checking							
 - 0.00%                 $    6,266    4,602    5,195		
NOW account - 1.25%          11,599   11,607   13,684	
Super NOW Account -							
  variable rate                -        -        -     		
Money Market deposit							
 account - variable							
 rate                         2,410    2,345    4,106		
Statement savings - 2.30%     4,565    4,713    6,122		
							
							
Certificates of deposit:							
 2.75% - 5.00%                6,408   10,134   40,759		
 5.01% - 7.00%               81,918   52,078   29,701		
 7.01% - 9.00%                8,389   20,993    3,673		
 9.01% - 11.00%                -          56      167	
                            -------  -------  -------
Subtotal                    121,555  106,528  103,407		
                            -------  -------  -------
 Accrued interest               548      527      372	
                            -------  -------  -------
  Total                  $  122,103  107,055  103,779	
                            =======  =======  =======
							
							
							
                      TIME DEPOSIT MATURITIES							
							
                         Balances at September 30,
---------------------------------------------------------------------				
Interest					                   There-
Rates	                 1997     1998    1999   2000    after   Total
---------------------------------------------------------------------
                           (in thousands)					
2.75% - 5.00%       $  2,163    2,507     721   1,006      11    6,408
5.01% - 7.00%         16,133   44,150  15,066   5,717     852   81,918
7.01% - 9.00%          1,952    4,317	    900     343     877    8,389
9.01% - 11.00%          -        -       -       -       -        -
-----------------------------------------------------------------------
                    $ 20,248   50,974  16,687   7,066   1,740   96,715
=======================================================================
							
							
			JUMBO CD MATURITIES				
							
					                                September 30,		
		       Maturity                        1996		
     --------------------           ----------------
					(in thousands)		
							
		Three Months or Less                		$	550		
							
		Three to Six Months	                  		709		
							
		Six to Twelve Months            		    2,870		
							
		Over Twelve Months	              	   14,169		
                           							  ---------
			               Total	            $  18,298		
							                             =========

 Early withdrawal from a certificate of deposit subjects the depositor 
to an early	withdrawal penalty.  

<PAGE>
							
                                             AVERAGE DEPOSIT BY TYPE							
							
                         September 30, 1996            September 30, 1995
	                  ---------------------      ------------------------
              			      Average	Weighted		              Average	Weighted
              			      Balance	Avg. Rate		             Balance	Avg. Rate
(In Thousands)    	----------------------     -------------------------			
Non-interest 
 bearing deposits      $  5,804         -            $   5,086         -
NOW's	                   12,509        1.84%             8,228        2.41%
MMDA's                    2,471        2.47%             3,214        2.78%
Savings                   4,747        2.28%             5,328        2.45%
Time Deposits            86,891        6.11%            86,113        5.57%
                        ----------------------       ------------------------
							
Total Average 
 Deposits              $112,422        5.05%          $107,969        4.95%
                       =======================        =======================
												

LOAN REPAYMENTS

	In addition to regularly scheduled repayments, 
loans are prepaid in full as properties are sold, or 
are refinanced by the Bank or other lenders, or are 
satisfied in full by the borrower.  Loan repayments 
constitute a major source of funding for the Bank.

BORROWINGS
	Savings deposits are the primary source of funds 
for the Bank's lending and investment activities and 
for its general business purposes.  The Bank has, 
however, used advances from the FHLB of Atlanta and 
other borrowings to supplement its supply of lendable 
funds.  Advances from the FHLB are typically secured 
by a portion of the Bank's first mortgage loans.  A 
summary of  the Bank's borrowings from the FHLB is set 
forth below:

 Due during				
year ending      Interest 		 	
September 30,	Rates          1996        1995
---------------------------  -----------------------
1996	       4.98% to 8.55%  $     -        4,448,000
1997	       4.93% to 8.45%     4,000,000	  4,000,000
1998         5.32% to 7.27%    4,500,000	  2,000,000
1999         5.68% to 6.76%	   2,100,000	  1,000,000
2002              7.90%          500,000     500,000
                             ------------------------
                             $11,100,000  11,948,000
                            =========================

The FHLB System functions as a central reserve bank 
providing credit for savings institutions.  As a 
member of the FHLB of Atlanta, the Bank is required to 
own capital stock in the FHLB of Atlanta and is 
authorized to apply for advances on the security of 
its home mortgage loans and other assets (primarily, 
securities which are obligations of, or are guaranteed 
by, the United States) provided certain standards 
related to creditworthiness have been met.

<PAGE>

	The FHLB offers several different credit 
programs each with its own interest rate and term.  It 
prescribes the acceptable uses for advances as well as 
size limitations.  The FHLB periodically reviews its 
credit limitations and standards.  Under its current 
policies, the FHLB limits its advances based on a 
member institution's net worth or the FHLB's 
assessment of the institution's creditworthiness.

	The Company has also established a line of 
credit with a Georgia financial institution in the 
amount of $1,000,000.  The interest rate floats at 
one-half percent over the prime rate.  The Company 
pledged all of the outstanding stock in the Bank as 
collateral for the line.  As of September 30, 1996, 
$92,000 was outstanding and the proceeds have been 
invested in the Bank.

	The following table sets forth certain 
information regarding borrowings by the Bank at the 
end of and during the periods indicated:

                    FEDERAL HOME LOAN BANK ADVANCES				
				
                                      At September 30,		
                        -----------------------------------------
                                1996        1995        1994
                    				-----------------------------------------
Balance outstanding	       $	11,100,000	 11,948,000	 16,748,000
				
Weighted average rate             6.44%      7.10%       6.56%
				
Maximum amount of short term				
borrowings outstanding at any				
month end                     5,198,000   4,448,000   5,300,000
				
				
Approximate average short-term				
borrowings outstanding        4,092,000   2,157,000    125,000
				
Approximate weighted average 				
paid on short-term 
borrowings(1)                     7.27%        5.90%      7.43%
--------------------------------------------------------------------
(1) The average method used is the average end of month totals.				

 
EMPLOYEES

	At September 30, 1996, the Bank employed 83 
full-time equivalent employees.  Management considers 
relations with its employees to be excellent.  The 
Bank currently maintains a comprehensive employee 
benefits program including, among other benefits, 
hospitalization and major medical insurance, life 
insurance, dental insurance, long term disability, a 
401(k) plan and educational assistance.  Management 
considers these benefits to be generally competitive 
with those offered by competing financial institutions 
in its market area.  The Bank's employees are not 
represented by any collective bargaining group.

<PAGE>

COMPETITION

	The Bank's primary market area is southeastern 
Georgia.  The Bank competes for loans primarily 
through referrals and quality of the services it 
provides to borrowers and home builders.  It competes 
for savings by offering depositors a wide variety of 
savings accounts, checking accounts, NOW accounts, 
convenient office locations, tax-deferred retirement 
programs and other services.

	Federal deregulation of financial institutions 
has contributed to the dramatic increase in 
competition for savings dollars between savings 
institutions and other types of investment vehicles, 
such as money market mutual funds, U.S. Treasury 
securities and municipal bonds, and also due to an 
increase in competition with commercial banks for 
loans, checking accounts and other types of financial 
services.  In addition, large conglomerates and 
investment banking firms have entered the market for 
financial services.  Accordingly, the Bank, like other 
institutions, faces increased competition in the 
future in attracting and retaining customers for the 
services it offers.


SUPERVISION AND REGULATION

	Savings and loan holding companies, such as the 
Company, and federal savings banks, such as the Bank, 
are extensively regulated under both Federal and state 
law.  The following is a brief summary of certain 
statutes and rules and regulations that affect the 
Company and the Bank.  This summary is qualified in 
its entirety by reference to the particular statute 
and regulatory provision referred to below and is not 
intended to be an exhaustive description of the 
statutes or regulations applicable to the business of 
the Company and the Bank.  Supervision, regulation and 
examination of the Company and the Bank by the 
regulatory agencies are intended primarily for the 
protection of depositors rather than shareholders of 
the Company.  The terms savings association, federal 
savings bank and thrift are used interchangeably in 
the section.

	SAVINGS AND LOAN HOLDING COMPANY REGULATION.  
The Company is a registered holding company under both 
the Savings and Loan Holding Company Act (the "SLHCA") 
set forth in Section 10 of the Home Owners Loan Act 
("HOLA") and the Georgia Bank Holding Company Act.  
The Company is regulated under such acts by the Office 
of Thrift Supervision (the "OTS") and by the 
Department of Banking, respectively.  As a savings and 
loan holding company, the Company is required to file 
with the OTS an annual report and such additional 
information as the OTS may require pursuant to the 
SLHCA.  The OTS also conducts examinations of the 
Company and each of its subsidiaries.

<PAGE>

	Savings and loan holding companies and their 
subsidiaries are prohibited from engaging in any 
activity or rendering any services for or on behalf of 
their savings institution subsidiaries for the purpose 
or with the effect of evading any law or regulation 
applicable to the institution.  This restriction is 
designed to prevent the use of holding company 
affiliates to evade requirements of the SLHCA that are 
designed to protect the holding company's savings 
institution subsidiaries.  A unitary holding company, 
that is, a holding company that owns only one insured 
institution whose subsidiary institution satisfies the 
qualified thrift lender test (discussed below), is not 
restricted to the statutorily prescribed list of 
permissible activities, and the SLHCA imposes no 
limits on direct or indirect non-savings institution 
subsidiary operations.  

	The SLHCA makes it unlawful for any savings and 
loan holding company, directly or indirectly, or 
through one or more subsidiaries or one or more 
transactions, to acquire control of another savings 
association or another savings and loan holding 
company without prior approval from the OTS.  An 
acquisition by merger, consolidation or purchase of 
assets of such an institution or holding company or of 
substantially all of the assets of such an institution 
or holding company is also prohibited without prior 
OTS approval.  When considering an application for 
such an acquisition, the OTS takes into consideration 
the financial and managerial resources and future 
prospects of the prospective acquiring company and the 
institution involved.  This includes consideration of 
the competence, experience and integrity of the 
officers, directors and principal shareholders of the 
acquiring company and savings institution.  In 
addition, the OTS considers the effect of the 
acquisition on the institution, the insurance risk to 
the Savings Association Insurance Fund ("SAIF") and 
the convenience and needs of the community to be 
served.  

	The OTS may not approve an acquisition that 
would result in the formation of certain types of 
interstate holding company networks.  The OTS is 
precluded from approving an acquisition that would 
result in the formation of a multiple holding company 
controlling institutions in more than one state unless 
the acquiring company or one of its savings 
institution subsidiaries is authorized to acquire 
control of an institution or to operate an office in 
the additional state pursuant to a supervisory 
acquisition authorized under Section 13(k) of the 
Federal Deposit Insurance Act or unless the statutes 
of the state in which the institution to be acquired 
is located permits such an acquisition.  

	The "Georgia Interstate Banking Act," which 
became effective July 1, 1995, provides that (I) 
interstate acquisitions by institutions located in 
Georgia are permitted in states which also allow 
national interstate acquisitions, and (ii) interstate 
acquisitions of institutions located in Georgia are 
permitted by institutions located in states which also 
allow national interstate acquisitions; provided, 
however, that if the board of directors of a Georgia 
savings and loan institution adopts a resolution to 
except such thrift or holding company from being 
acquired pursuant to the provisions of the Georgia 
Interstate Banking Act and properly files a certified 
copy of such resolution with the Georgia Department, 
such savings and loan institution or holding company 
may not be acquired by an institution located outside 
of the State of Georgia.

	Savings and loan holding companies are allowed 
to acquire or to retain as much as 5% of the voting 
shares of a savings institution or savings and loan 
holding company without regulatory approval.

<PAGE>	

BANK REGULATION.  

	GENERAL.  The Bank is a federal savings bank 
organized under the laws of the United States subject 
to examination by the OTS.  The OTS regulates all 
areas of the Bank's banking operations including 
reserves, loans, mergers, payment of dividends, 
interest rates, establishment of branches, and other 
aspects of operations.  OTS regulations generally 
provide that federal savings banks must be examined no 
less frequently than every 12 months, unless the 
federal savings bank (I) has assets of less than $250 
million; (ii) is well capitalized; (iii) was found to 
be well managed and its composite condition was found 
to be outstanding (or good, if the bank had total 
assets of not more than $100,000) during its last 
examination; (iv) is not subject to a formal 
enforcement proceeding or an order from the FDIC or 
another banking agency; and (v) has not undergone a 
change of control during the previous 12-month period.  
Federal savings banks must be examined no less 
frequently than every 18 months.  The Bank also is 
subject to assessments by the OTS to cover the costs 
of such examinations.  

	The Bank is also insured and regulated by the 
Federal Deposit Insurance Corporation (the "FDIC").  
The major functions of the FDIC with respect to 
insured federal savings banks include paying 
depositors to the extent provided by law in the event 
an insured bank is closed without adequately providing 
for payment of the claims of depositors and preventing 
the continuance or development of unsound and unsafe 
banking practices.

	Subsidiary institutions of a savings and loan 
holding company, such as the Bank, are subject to 
certain restrictions imposed by the Federal Reserve 
Act on any extension of credit to the holding company 
or any of its subsidiaries, on investment in the stock 
or other securities thereof, and on the taking of such 
stock or securities as collateral for loans to any 
borrower.  In addition, a holding company and its 
subsidiaries are prohibited from engaging in certain 
tying arrangements in connection with any extension of 
credit or provision of any property or services.

	CAPITAL REQUIREMENTS.  OTS regulations require 
that federal savings banks maintain (I) "tangible 
capital" in an amount of not less than 1.5% of total 
assets, (ii) "core capital" in an amount not less than 
3.0% of total assets, and (iii) a level of risk-based 
capital equal to 8% of risk-weighted assets.  Under 
OTS regulations, the term "core capital" generally 
includes common stockholders' equity, noncumulative 
perpetual preferred stock and related surplus, and 
minority interests in the equity accounts of 
consolidated subsidiaries less unidentifiable 
intangible assets (other than certain amounts of 
supervisory goodwill) and certain investments in 
certain subsidiaries plus 90% of the fair market value 
of readily marketable purchased mortgage servicing 
rights ("PMSRs") and purchased credit card 
relationships (subject to certain conditions).  
"Tangible capital" generally is defined as core 
capital minus intangible assets and investments in 
certain subsidiaries, except PMSRs.

	In determining total risk-weighted assets for 
purposes of the risk-based requirement, (I) each 
off-balance sheet asset must be converted to its 
on-balance sheet credit equivalent amount by 
multiplying the face amount of each such item by a 
credit conversion factor ranging from 0% to 100% 
(depending upon the nature of the asset), (ii) the 
credit equivalent amount of each off-balance sheet 
asset and each on-balance sheet asset must be 
multiplied by a risk factor ranging from 0% to 200% 
(again depending upon the nature of the asset) and 
(iii) the resulting amounts are added together and 
constitute total risk-weighted assets.  "Total 
capital," for purposes of the risk-based capital 
requirement equals the sum of core capital plus 
supplementary capital (which, as defined, includes the 
sum of, among other items, perpetual preferred stock 
not counted as core capital, limited life preferred 
stock, subordinated debt, and general loan and lease 
loss allowances up to 1.25% of risk-weighted assets) 
less certain deductions.  The amount of supplementary 
capital that may be counted towards satisfaction of 
the total capital requirement may not exceed 100% of 
core capital, and OTS regulations require the 
maintenance of a minimum ratio of core capital to 
total risk-weighted assets of 4%.

<PAGE>

	OTS regulations have been amended to include an 
interest-rate risk component to the risk-based capital 
requirement.  Under this regulation, an institution is 
considered to have excess interest rate-risk if, based 
upon a 200-basis point change in market interest 
rates, the market value of an institution's capital 
changes by more than 2%.  This new requirement, 
application of which has been delayed indefinitely by 
the OTS, is not expected to have any material effect 
on the ability of the Bank to meet the risk-based 
capital requirement.  The OTS also revised its 
risk-based capital standards to ensure that its 
standards provide adequately for concentration of 
credit risk, risk from nontraditional activities and 
actual performance and expected risk of loss on 
multi-family mortgages.

	Capital requirements higher than the generally 
applicable minimum requirement may be established for 
a particular savings association if the OTS determines 
that the institution's capital was or may become 
inadequate in view of its particular circumstances.

	Additionally, the Department of Banking requires 
that savings and loan holding companies, such as the 
Company, must maintain a 5% Tier 1 leverage ratio on a 
consolidated basis.

	PROMPT CORRECTIVE ACTION.  The Federal Deposit 
Insurance Corporation Improvement Act of 1991 (the 
"FDIC Act") imposes a regulatory matrix which requires 
the federal banking agencies, which include the OTS, 
the FDIC, the Office of the Comptroller of Currency 
(the "OCC"), and the Federal Reserve Board, to take 
prompt corrective action to deal with depository 
institutions that fail to meet their minimum capital 
requirements or are otherwise in a troubled condition.  
The prompt corrective action provisions require 
undercapitalized institutions to become subject to an 
increasingly stringent array of restrictions, 
requirements and prohibitions, as their capital levels 
deteriorate and supervisory problems mount.  Should 
these corrective measures prove unsuccessful in 
recapitalizing the institution and correcting its 
problems, the FDIC Act mandates that the institution 
be placed in receivership.

	Pursuant to regulations promulgated under the 
FDIC Act, the corrective actions that the banking 
agencies either must or may take are tied primarily to 
an institution's capital levels.  In accordance with 
the framework adopted by the FDIC Act, the banking 
agencies have developed a classification system, 
pursuant to which all banks and thrifts will be placed 
into one of five categories: well-capitalized 
institutions, adequately capitalized institutions, 
undercapitalized institutions, significantly 
undercapitalized institutions and critically 
undercapitalized institutions.  The capital thresholds 
established for each of the categories are as follows:

<PAGE>

                                         TIER 1 RISK-
      CAPITAL        TIER 1    RISK-BASED   BASED
     CATEGORY        CAPITAL     CAPITAL   CAPITAL      OTHER
--------------------------------------------------------------
Well-Capitalized    5% or         10% or    6% or   Not subject 
                    more          more      more    to a capital 
                                                    directive

Adequately 
Capitalized         4% or         8% or     4% or       ---
                    more          more      more

Undercapitalized    less          less      less        ---
                    than 4%       than 8%   than 4%
Significantly 
Undercapitalized    less          less      less        ---
                    than 3%       than 6%   than 3%
Critically 
Undercapitalized    2% or less      ---      ---        ---
                     tangible 
                      equity

	The undercapitalized, significantly 
undercapitalized and critically undercapitalized 
categories overlap; therefore, a critically 
undercapitalized institution would also be an 
undercapitalized institution and a significantly 
undercapitalized institution.  This overlap ensures 
that the remedies and restrictions prescribed for 
undercapitalized institutions will also apply to 
institutions in the lowest two categories.  

	The down-grading of an institution's category is 
automatic in two situations:  (I) whenever an 
otherwise well-capitalized institution is subject to 
any written capital order or directive, and (ii) where 
an undercapitalized institution fails to submit or 
implement a capital restoration plan or has its plan 
disapproved.  The federal banking agencies may treat 
institutions in the well-capitalized, adequately 
capitalized and undercapitalized categories as if they 
were in the next lower capital level based on safety 
and soundness considerations relating to factors other 
than capital levels.

	The FDIC Act prohibits all insured institutions 
regardless of their level of capitalization from 
paying any dividend or making any other kind of 
capital distribution or paying any management fee to 
any controlling person if following the payment or 
distribution the institution would be 
undercapitalized.  While the prompt corrective action 
provisions of the FDIC Act contain no requirements or 
restrictions aimed specifically at adequately 
capitalized institutions, other provisions of the FDIC 
Act and the agencies' regulations relating to deposit 
insurance assessments, brokered deposits and interbank 
liabilities treat adequately capitalized institutions 
less favorably than those that are well-capitalized.

<PAGE>

	A depository institution that is not well 
capitalized is prohibited from accepting deposits 
through a deposit broker.  However, an adequately 
capitalized institution can apply for a waiver to 
accept brokered deposits.  Institutions that receive a 
waiver are subject to limits on the rates of interest 
they may pay on brokered deposits.

	Undercapitalized institutions are prohibited 
from offering rates of interest on insured deposits 
that significantly exceed the prevailing rate in their 
normal market area or the area in which the deposits 
would otherwise be accepted.  Institutions classified 
as undercapitalized are precluded from increasing 
their assets, acquiring other institutions, 
establishing additional branches, or engaging in new 
lines of business without an approved capital plan and 
an agency determination that such actions are 
consistent with the plan.  

	Savings associations that are significantly 
undercapitalized may be required to take one or more 
of the following actions: (I) raise additional capital 
so that the institution will be adequately 
capitalized; (ii) be acquired by, or combined with, 
another institution if grounds exist for appointing a 
receiver; (iii) refrain from affiliate transactions; 
(iv) limit the amount of interest paid on deposits to 
the prevailing rates of interest in the region where 
the institution is located; (v) further restrict asset 
growth; (vi) hold a new election for directors, 
dismiss any director or senior executive officer who 
held office for more than 180 days immediately before 
the institution became undercapitalized, or employ 
qualified senior executive officers; (vii) stop 
accepting deposits from correspondent depository 
institutions; and (viii) divest or liquidate any 
subsidiary which the OTS determines poses a 
significant risk to the institution.

	Significantly undercapitalized institutions are 
subject to the same mandatory sanctions and 
discretionary actions applicable to all 
undercapitalized institutions.  In addition, a 
significantly undercapitalized institution is 
prohibited from paying any bonus or giving a raise to 
any senior executive officer without prior agency 
approval.  A significantly undercapitalized 
institution will be required to (I) sell sufficient 
shares or obligations to restore its capital 
compliance or be acquired by another institution, (ii) 
restrict the institution's transactions with 
affiliates, and (iii) limit the interest rates paid by 
the institution on its deposits.  The banking agencies 
are also given the option to impose one or more of the 
activities restrictions that are applicable to 
critically undercapitalized institutions.

	Critically undercapitalized institutions must be 
placed in conservatorship or receivership within 
ninety (90) days unless both the institution's 
regulator and the FDIC agree that some other course of 
action ultimately would result in a lower cost 
solution.  If the regulators decide to keep a 
critically undercapitalized institution open, they 
must reassess their decision every ninety (90) days 
and document the reasons why they elected not to 
appoint a conservator or receiver.  Further, if an 
institution continues to be critically 
undercapitalized on average for four quarters after 
falling below two percent (2%) tangible capital, the 
regulatory agencies are required to place the 
institution in receivership, unless it (I) has 
positive net worth, (ii) is in substantial compliance 
with an approved capital restoration plan, (iii) is 
profitable or has a sustainable upward trend in 
earnings, and (iv) has reduced its ratio of non-
performing loans to total loans.  In addition, the 
institution's regulator and the FDIC must certify that 
the institution is viable and is not expected to fail.

<PAGE>

	Critically undercapitalized institutions that 
are allowed to remain open are subject to all the 
requirements and restrictions discussed above that 
either automatically apply to or may be imposed on 
undercapitalized and significantly undercapitalized 
institutions.  In addition, beginning sixty (60) days 
after it becomes critically undercapitalized, an 
institution is generally prohibited from paying any 
interest or principal on its subordinated debt.  
Critically undercapitalized institutions are also 
required to obtain prior FDIC approval for a number of 
activities, including (I) entering into any material 
transaction other than in the usual course of 
business, (ii) extending credit for any highly 
leveraged transaction, (iii) amending their charter or 
bylaws, (iv) making any material change in accounting 
methods, (v) engaging in any affiliate transactions 
under Section 23A of the Federal Reserve Act, (vi) 
paying "excessive" compensation or bonuses, and (vii) 
paying interest on new or renewed liabilities so as to 
increase the institution's weighted average cost of 
funds significantly above the prevailing interest 
rates for deposits in the institution's normal market.

	Capital Distributions.  An OTS rule imposes 
limitations on all capital distributions by savings 
associations (including dividends, stock repurchases 
and cash-out mergers).  Under the current rule, a 
savings association is classified as a Tier 1 
institution, a Tier 2 institution or a Tier 3 
institution, depending on its level of regulatory 
capital both before and after giving effect to a 
proposed capital distribution.  Under a proposed rule, 
the OTS would conform its three classifications to the 
five capital classifications set forth under the 
prompt corrective action regulations.  Under the 
proposal, institutions that are at least adequately 
capitalized would still be required to provide prior 
notice.  Well capitalized institutions could make 
capital distributions without prior regulatory 
approval in specified amounts in any calendar year.

	A Tier 1 institution (i.e., one that both before 
and after a proposed capital distribution has net 
capital equal to or in excess of its capital 
requirements) may, subject to any otherwise applicable 
statutory or regulatory requirements or agreements 
entered into with the regulators, make capital 
distributions in any calendar year up to 100% of its 
net income to date during the calendar year plus the 
amount that would reduce by one-half its "surplus 
capital ratio" (i.e., the percentage by which the 
association's capital-to-assets ratio exceeds the 
ratio of its fully phased-in capital requirement to 
its assets) at the beginning of the calendar year.  No 
regulatory approval of the capital distribution is 
required, but prior notice must be given to the OTS.

	A Tier 2 institution (i.e., one that both before 
and after a proposed capital distribution has net 
capital equal to its then-applicable minimum capital 
requirement but which fails to meet its fully 
phased-in capital requirement either before or after 
the distribution) may, after prior notice but without 
the approval of the OTS, make capital distributions of 
up to: (I) 75% of its net income over the most recent 
four quarter period if it satisfies the applicable 
risk-based capital standard; or (ii) 50% of its net 
income over the most recent four quarter period if it 
satisfies the applicable risk-based capital standard.  
In calculating an institution's permissible percentage 
of capital distributions, previous distributions made 
during the previous four quarter period must be 
included.  Tier 2 institutions may not make capital 
distributions in excess of the above limitations 
without the prior written approval of the OTS.

<PAGE>

	A Tier 3 institution (i.e., one that either 
before or after a proposed capital distribution fails 
to meet its then applicable minimum capital 
requirement) may not make any capital distributions 
without the prior written approval of the OTS.  In 
addition, the OTS may prohibit a proposed capital 
distribution, which would otherwise be permitted by 
the regulation, if the OTS determines that such 
distribution would constitute an unsafe or unsound 
practice.  Also, an institution meeting the Tier 1 
criteria which has been notified that it needs more 
than normal supervision will be treated as a Tier 2 or 
Tier 3 institution, unless the OTS deems otherwise.

	LIQUIDITY.  Under applicable federal 
regulations, savings associations are required to 
maintain an average daily balance of liquid assets 
(including cash, certain time deposits, certain 
bankers' acceptances, certain corporate debt 
securities and highly rated commercial paper, 
securities of certain mutual funds and specified 
United States government, state or federal agency 
obligations) equal to a monthly average of not less 
than a specified percentage of the average daily 
balance of the savings association's net withdrawable 
deposits plus short-term borrowings.  Under HOLA, this 
liquidity requirement may be changed from time to time 
by the OTS to any amount within the range of 4% to 10% 
depending upon economic conditions and the deposit 
flows of member institutions, and currently is 5%.  
Savings institutions also are required to maintain an 
average daily balance of short-term liquid assets at a 
specified percentage (currently 1%) of the total of 
the average daily balance of its net withdrawable 
deposits and short-term borrowings.  

	EQUITY INVESTMENTS.  The OTS has revised its 
risk-based capital regulation to modify the treatment 
of certain equity investments and to clarify the 
treatment of other equity investments.  Equity 
investments that are permissible for both savings 
banks and national banks will no longer be deducted 
from savings associations' calculations of total 
capital over a five-year period.  Instead, permissible 
equity investments will be placed in the 100% risk-
weight category, mirroring the capital treatment 
prescribed for those investments when made by national 
banks under the regulations of the OCC.  Equity 
investments held by savings associations that are not 
permissible for national banks must still be deducted 
from assets and total capital.

	QUALIFIED THRIFT LENDER REQUIREMENT.  A federal 
savings bank is deemed to be a "qualified thrift 
lender" ("QTL") as long as its "qualified thrift 
investments" equal or exceed 65% of its "portfolio 
assets" on a monthly average basis in nine out of 
every 12 months.  Qualified thrift investments 
generally consist of (I) various housing related loans 
and investments (such as residential construction and 
mortgage loans, home improvement loans, mobile home 
loans, home equity loans and mortgage-backed 
securities), (ii) certain obligations of the FDIC 
(including the Federal Savings and Loan Insurance 
Corporation) and (iii) shares of stock issued by any 
FHLB, the FHLMC or the FNMA.  In addition, the 
following assets may be categorized as qualified 
thrift investments in an amount not to exceed 20% in 
the aggregate of portfolio assets: (I) 50% of the 
dollar amount of residential mortgage loans originated 
and sold within 90 days of origination; (ii) 
investments in securities of a service corporation 
that derives at least 80% of its income from 
residential housing finance; (iii) 200% of loans and 
investments made to acquire, develop or construct 
starter homes or homes in credit needy areas (subject 
to certain conditions); (iv) loans for the purchase or 
construction of churches, schools, nursing homes and 
hospitals; and (v) consumer loans (in an amount up to 
20% of portfolio assets).  For purposes of the QTL 
test, the term "portfolio assets" means the savings 
institution's total assets minus goodwill and other 
intangible assets, the value of property used by the 
savings institution to conduct its business, and 
liquid assets held by the savings institution in an 
amount up to 20% of its total assets.

<PAGE>

	OTS regulations provide that any savings 
association that fails to meet the definition of a QTL 
must either convert to a national bank charter or 
limit its future investments and activities (including 
branching and payments of dividends) to those 
permitted for both savings associations and national 
banks.  Further, within one year of the loss of QTL 
status, a holding company of a savings association 
that does not convert to a bank charter must register 
as a bank holding company and will be subject to all 
statutes applicable to bank holding companies.  In 
order to exercise the powers granted to federally 
chartered savings associations and maintain full 
access to FHLB advances, the Bank must meet the 
definition of a QTL. 

	LOANS TO ONE BORROWER LIMITATIONS.  HOLA 
generally requires savings associations to comply with 
the loans to one borrower limitations applicable to 
national banks.  National banks generally may make 
loans to a single borrower in amounts up to 15% of 
their unimpaired capital and surplus, plus an 
additional 10% of capital and surplus for loans 
secured by readily marketable collateral.  HOLA 
provides exceptions under which a savings association 
may make loans to one borrower in excess of the 
generally applicable national bank limits.  A savings 
association may make loans to one borrower in excess 
of such limits under one of the following 
circumstances: (I) for any purpose, in any amount not 
to exceed $500,000; or (ii) to develop domestic 
residential housing units, in an amount not to exceed 
the lesser of $30 million or 30% of the savings 
association's unimpaired capital and unimpaired 
surplus, provided other conditions are satisfied.  The 
Federal Institutions Reform, Recovery, and Enforcement 
Act of 1989 provided that a savings association could 
make loans to one borrower to finance the sale of real 
property acquired in satisfaction of debts previously 
contracted in good faith in amounts up to 50% of the 
savings association's unimpaired capital and 
unimpaired surplus.  The OTS, however, has modified 
the third standard by limiting loans to one borrower 
to finance the sale of real property acquired in 
satisfaction of debts to 15% of unimpaired capital and 
surplus.  That rule provides, however, that purchase 
money mortgages received by a savings association to 
finance the sale of such real property do not 
constitute "loans" (provided no new funds are advanced 
and the savings association is not placed in a more 
detrimental position holding the note than holding the 
real estate) and, therefore, are not subject to the 
loans to one borrower limitations.

<PAGE>
 
	COMMERCIAL REAL PROPERTY LOANS.  HOLA limits the 
aggregate amount of commercial real estate loans that 
a federal savings association may make to an amount 
not in excess of 400% of the savings association's 
capital.  

	COMMUNITY REINVESTMENT.  Under the Community 
Reinvestment Act (the "CRA") and the implementing OTS 
regulations, federal savings banks have a continuing 
and affirmative obligation to help meet the credit 
needs of its local community, including low and 
moderate-income neighborhoods, consistent with the 
safe and sound operation of the institution.  The CRA 
requires the board of directors of financial 
institutions, such as the Bank, to adopt a CRA 
statement for each assessment area that, among other 
things, describes its efforts to help meet community 
credit needs and the specific types of credit that the 
institution is willing to extend.  The regulations 
promulgated pursuant to CRA, contain three evaluation 
tests:  (I) a lending test which will compare the 
institution's market share of loans in low- and 
moderate-income areas to its market share of loans in 
its entire service area and the percentage of a bank's 
outstanding loans to low- and moderate-income areas or 
individuals, (ii) a services test which will evaluate 
the provision of services that promote the 
availability of credit to low- and moderate-income 
areas, and (iii) an investment test, which will 
evaluate an institution's record of investments in 
organizations designed to foster community 
development, small- and minority-owned businesses and 
affordable housing lending, including state and local 
government housing or revenue bonds.  The regulation 
is designed to reduce the paperwork requirements of 
the current regulations and provide regulators, 
institutions and community groups with a more 
objective and predictable manner with which to 
evaluate the CRA performance of financial 
institutions. 

	FAIR LENDING.  Congress and various federal 
agencies (including, in addition to the bank 
regulatory agencies, the Department of Housing and 
Urban Development, the Federal Trade Commission and 
the Department of Justice) (collectively the "Federal 
Agencies") responsible for implementing the nation's 
fair lending laws have been increasingly concerned 
that prospective home buyers and other borrowers are 
experiencing discrimination in their efforts to obtain 
loans.  In recent years, the Department of Justice has 
filed suit against financial institutions that it 
determined had discriminated, seeking fines and 
restitution for borrowers who allegedly suffered from 
discriminatory practices.  Most, if not all, of these 
suits have been settled (some for substantial sums) 
without a full adjudication on the merits.

	On March 8, 1994, the Federal Agencies, in an 
effort to clarify what constitutes lending 
discrimination and to specify the factors the agencies 
will consider in determining if lending discrimination 
exists, announced a joint policy statement detailing 
specific discriminatory practices prohibited under the 
Equal Credit Opportunity Act and the Fair Housing Act.  
In the policy statement, three methods of proving 
lending discrimination were identified:  (I) overt 
evidence of discrimination, when a lender blatantly 
discriminates on a prohibited basis, (ii) evidence of 
disparate treatment, when a lender treats applicants 
differently based on a prohibited factor even where 
there is no showing that the treatment was motivated 
by prejudice or a conscious intention to discriminate 
against a person, and (iii) evidence of disparate 
impact, when a lender applies a practice uniformly to 
all applicants, but the practice has a discriminatory 
effect, even where such practices are neutral on their 
face and are applied equally, unless the practice can 
be justified on the basis of business necessity.

<PAGE>

	FDIC INSURANCE ASSESSMENT.  Federal deposit 
insurance is required for all federally chartered 
savings associations.  Deposits at the Bank are 
insured to a maximum of $100,000 for each depositor by 
Savings Association Insurance Fund (the "SAIF").  As a 
SAIF-insured institution, the Bank is subject to 
regulation and supervision by the FDIC, to the extent 
deemed necessary by the FDIC to ensure the safety and 
soundness of the SAIF.  The FDIC is entitled to have 
access to reports of examination of the Bank made by 
the OTS and all reports of condition filed by the Bank 
with the OTS.  The FDIC also may  require the Bank to 
file such additional reports as it determines to be 
advisable for insurance purposes.  Additionally, the 
FDIC may determine by regulation or order that any 
specific activity poses a serious threat to the SAIF 
and that no SAIF member may engage in the activity 
directly.

	Insurance premiums are paid in semiannual 
assessments.  Under a risk-based assessment system, 
the FDIC is required to calculate a savings 
association's semiannual assessment based on (I) the 
probability that the insurance fund will incur a loss 
with respect to the institution (taking into account 
the institution's asset and liability concentration), 
(ii) the potential magnitude of any such loss, and 
(iii) the revenue and reserve needs of the insurance 
fund.  The semiannual assessment imposed on the Bank 
may be higher depending on the SAIF revenue and 
expense levels, and the risk classification applied to 
the Bank.  Effective January 1, 1998, the FDIC is 
required to set SAIF semiannual assessments rates in 
an amount sufficient to increase the reserve ratio of 
the SAIF to 1.25% of insured deposits over no more 
than a 15-year period.  The FDIC also has the 
authority to establish a higher reserve ratio.

	The deposit insurance assessment rate was 
increased from 23 cents per one hundred dollars of 
SAIF assessable deposits (generally all insured 
accounts subject to certain adjustments) to an 
assessment rate within the range of 23 cents to 31 
cents, depending on the assessment risk classification 
assigned to each institution.  Under the 
risk-classification system, each SAIF member is 
assigned to one of three capital groups: "well 
capitalized," "adequately capitalized," or "less than 
adequately capitalized," as such terms are defined 
under the OTS's prompt corrective action regulation 
(discussed above), except that "less than adequately 
capitalized" includes any institution that is not well 
capitalized or adequately capitalized.  Within each 
capital group, institutions are assigned to one of 
three supervisory subgroups_"healthy" (institutions 
that are financially sound with only a few minor 
weaknesses), "supervisory concern" (institutions with 
weaknesses which, if not corrected could result in 
significant deterioration of the institution and 
increased risk to the SAIF) or "substantial 
supervisory concern" (institutions that pose a 
substantial probability of loss to the SAIF unless 
corrective action is taken).  The FDIC will place each 
institution into one of nine assessment risk 
classifications based on the institution's capital 
group and supervisory subgroup classification.

<PAGE>

	Until recently, SAIF premiums had been 
equivalent to deposit insurance premiums paid by banks 
on deposits to the Bank Insurance Fund ("BIF").  
Deposit insurance premiums were set to facilitate each 
fund achieving its designated reserve ratios.  As each 
fund achieves its designated reserve ratio, however, 
the FDIC has the authority to lower the premium 
assessments for that fund to a rate that would be 
sufficient to maintain the designated reserve ratio.  
In August 1995, the FDIC determined that the BIF had 
achieved its designated reserve ratio and approved 
lower BIF premium rates for deposit insurance by the 
BIF for all but the riskiest institutions.  On 
November 14, 1995, the FDIC determined that BIF 
deposit insurance premiums for well capitalized banks 
would be further reduced to the statutory minimum of 
$2,000 per institution per year, effective January 1, 
1996.  Because the SAIF remained significantly below 
its designated reserve ratio, insurance premiums for 
assessable SAIF deposits were not reduced in either 
FDIC action.

	The current financial condition of the SAIF 
resulted in the adoption of the Deposit Insurance 
Funds Act of 1996 ("DIFA"), which was enacted on 
September 30, 1996 as part of the Omnibus Consolidated 
Appropriations Act.  Under DIFA, a special one-time 
assessment of 65.7 cents per $100 of assessable SAIF 
deposits was collected on November 27, 1996 and 
applied retroactively to SAIF deposits as of March 31, 
1995.  DIFA provides that special assessments will be 
deductible under Section 162 of the Internal Revenue 
Code in the year in which the assessment is paid.  
After collection of the special assessment, it is 
expected that the SAIF would achieve its designated 
reserve ratio and SAIF premium rates would then become 
the same as BIF rates.  DIFA further provides that BIF 
and SAIF are to be merged, creating the "Deposit 
Insurance Fund," on January 1, 1999, provided that 
bank and savings association charters are combined by 
that date.  The Treasury Department is preparing a 
report to be submitted to Congress by March 31, 1997 
on the development of a common charter for all insured 
depository institutions.  See "Supervision and 
Regulation - Elimination of Federal Savings Charter."

	DIFA further assesses premiums for Financing 
Corporation Bond debt service ("FICO").  Beginning 
January 1, 1997, FICO premiums for BIF and SAIF will 
be 1.3 and 6.4 basis points, respectively.  Full 
pro rata sharing of FICO will begin no later than 
January 1, 2000.

	Effective January 1, 1997, SAIF members will 
have the same risk-based assessment schedule as BIF 
members, which is 0 to 27 cents per $100 of deposits.  
FICO assessments of 1.3 cents for BIF deposits and 6.4 
cents for SAIF deposits will be added to the BIF-
assessable base and SAIF assessable base, 
respectively, until December 31, 1999.  Thereafter, 
approximately 2.4 cents would be added to each regular 
assessment for all insured depositors, thereby 
achieving full pro rata FICO sharing.

	The SAIF-assessable base previously was assessed 
at a rate of 23 to 31 basis points for the fourth 
quarter as part of the regular annual deposit 
insurance assessment.  Following the enaction of DIFA, 
the special assessment was booked as an asset by the 
FDIC effective October 1, 1996, fully capitalizing 
SAIF as of that date.  Consequently, the proposed 
regular assessment rate for SAIF-member savings 
associations has been lowered retroactively to 18 to 
27 basis points effective October 1, 1996, which 
represents the amount necessary to cover FICO 
obligations.

<PAGE>

	Until January 1, 1997, under the FDIC's 
interpretation of existing law, FICO payments can be 
met only from assessments on SAIF-member savings 
associations.  Overpayment of fourth quarter 
assessments from such institutions, estimated at 
approximately 1.25 cents per $100 of deposits, will be 
refunded or credited, with interest, using regular 
quarterly payment procedures.

	The federal banking agencies are required to 
take action to prevent insured institutions from 
facilitating or encouraging the shifting of SAIF 
deposits to BIF deposits for purposes of evading the 
assessments imposed on SAIF-assessable deposits.

	Insurance of deposits may be terminated by the 
FDIC after notice and hearing, upon a finding by the 
FDIC that the savings association has engaged in 
unsafe or unsound practices, is in an unsafe or 
unsound condition to continue operations, or has 
violated any applicable law, rule, regulation, order 
or condition imposed by, or written agreement with, 
the FDIC.  Additionally, if insurance termination 
proceedings are initiated against a savings 
association, the FDIC may temporarily suspend 
insurance on new deposits received by an institution 
under certain circumstances.  

	FEDERAL HOME LOAN BANK SYSTEM.  The FHLB System 
consists of 12 regional FHLBs, each subject to 
supervision and regulation by the Federal Housing 
Finance Board (the "FHFB").  The FHLBs provide a 
central credit facility for member savings 
associations.  The maximum amount that the FHLB of 
Atlanta will advance fluctuates from time to time in 
accordance with changes in policies of the FHFB and 
the FHLB of Atlanta, and the maximum amount generally 
is reduced by borrowings from any other source.  In 
addition, the amount of FHLB advances that a savings 
association may obtain will be restricted in the event 
the institution fails to constitute a QTL.

	FEDERAL RESERVE SYSTEM.  The Federal Reserve 
Board has adopted regulations that require savings 
associations to maintain nonearning reserves against 
their transaction accounts (primarily NOW and regular 
checking accounts).  These reserves may be used to 
satisfy liquidity requirements imposed by the OTS.  
Because required reserves must be maintained in the 
form of cash or a non-interest-bearing account at a 
Federal Reserve Bank, the effect of this reserve 
requirement is to reduce the amount of the Bank's 
interest-earning assets.

	Savings institutions also have the authority to 
borrow from the Federal Reserve "discount window."  
Federal Reserve Board regulations, however, require 
savings associations to exhaust all FHLB sources 
before borrowing from a Federal Reserve bank.

<PAGE>

	TRANSACTIONS WITH AFFILIATES RESTRICTIONS.  
Transactions engaged in by a savings association or 
one of its subsidiaries with affiliates of the savings 
association generally are subject to the affiliate 
transaction restrictions contained in Sections 23A and 
23B of the Federal Reserve Act in the same manner and 
to the same extent as such restrictions apply to 
transactions engaged in by a member bank or one of its 
subsidiaries with affiliates of the member bank.  
Section 23A of the Federal Reserve Act imposes both 
quantitative and qualitative restrictions on 
transactions engaged in by a member bank or one of its 
subsidiaries with an affiliate, while Section 23B of 
the Federal Reserve Act requires, among other things 
that all transactions with affiliates be on terms 
substantially the same, and at least as favorable to 
the member bank or its subsidiary, as the terms that 
would apply to, or would be offered in, a comparable 
transaction with an unaffiliated party.  Exemptions 
from, and waivers of, the provisions of Sections 23A 
and 23B of the Federal Reserve Act may be granted only 
by the Federal Reserve Board.  The HOLA and OTS 
regulations promulgated thereunder contain other 
restrictions on loans and extension of credit to 
affiliates, and the OTS is authorized to impose 
additional restrictions on transactions with 
affiliates if it determines such restrictions are 
necessary to ensure the safety and soundness of any 
savings association.  Current OTS regulations are 
similar to Sections 23A and 23B of the Federal Reserve 
Act.

	FUTURE REQUIREMENTS.  Statutes and regulations 
are regularly introduced which contain wide-ranging 
proposals for altering the structures, regulations and 
competitive relationships of financial institutions.  
It cannot be predicted whether or what form any 
proposed statute or regulation will be adopted or the 
extent to which the business of the Company and the 
Bank may be affected by such statute or regulation.

	ELIMINATION OF FEDERAL SAVINGS ASSOCIATION
CHARTER.  Legislation that would eliminate the federal 
savings association charter is under discussion.  If 
such legislation is enacted, the Bank would be 
required to convert its federal savings bank charter 
to either a national bank charter or to a state 
depository institution charter.  Pending legislation 
also may provide relief as to recapture of the bad 
debt deduction for federal tax purposes that otherwise 
would be applicable if the Bank converted its charter, 
provided that the Bank meets a proposed residential 
loan origination requirement.  Various legislative 
proposals also may result in the restructuring of 
federal regulatory oversight, including, for example, 
consolidation of the OTS into another agency, or 
creation of a new Federal banking agency to replace 
the various such agencies which presently exist.  The 
Bank is unable to predict whether such legislation 
will be enacted or, if enacted, whether it will 
contain relief as to bad debt deductions previously 
taken.


<PAGE>


Item 2.	DESCRIPTION OF PROPERTIES

	The executive office of the Company and Bank is 
located at 1703 Gloucester Street, Brunswick, Georgia 
31520, and its telephone number at that office is 
(912) 267-7283.  The Bank also has six full-service 
branch offices.  The following table sets forth the 
addresses of the aforementioned offices, their net 
book value and the expiration dates of the leases 
applicable to the offices not  owned by the Bank.




                             Lease         Net
                           Expiration     Book
Office                        Date        Value
-------                   ------------    ------

Executive Office
----------------

1703 Gloucester Street
Brunswick, GA 31520            owned      $904,694

Full Service Offices
--------------------

Altama Avenue Office
4510 Altama Avenue
Brunswick, GA 31520         7/28/2007         ---


Demere Village
2461 Demere Road
St. Simons Island, GA  
31522                         owned        $241,218


North Brunswick Office
2001 Commercial Drive South
Brunswick, GA 31525          6/27/97         ---


Wal-Mart SuperCenter
150 Altama Connector
Brunswick, Georgia 31525    10/10/06         ---


Waycross-Plant
1010 Plant Avenue
Waycross, GA 31501	     owned              $206,429


Blackshear
129 Highway 82 East
Blackshear, GA 31516         owned          $30,354


Hinesville
404 South Main
Hinesville, GA 31313         owned          $206,430

<PAGE>




Item 3.	LEGAL PROCEEDINGS

	Neither the Company nor the Bank is a party to, 
nor is any of their property the subject of, any 
material pending legal proceedings, other than 
ordinary routine litigation incidental to their 
business, and no such proceedings are known to be 
contemplated by governmental authorities.

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

		Not applicable


PART II

Item 5.	MARKET FOR COMMON EQUITY AND RELATED 
            STOCKHOLDER	MATTERS

	Information concerning common stock, 
shareholders and dividends appears in the Annual 
Report under the heading "Shareholder Information" and 
is incorporated by reference herein.

Item 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR 
            PLAN OF OPERATION

	Management's discussion and analysis of the 
Company's financial condition and its results of 
operations appears in the Annual Report  under the 
heading "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" and is 
incorporated by reference herein.

Item 7.	FINANCIAL STATEMENTS

	The consolidated financial statements of the 
Company and the Bank as of September 30, 1996 and 1995 
and for each of the years in the three year period 
ended September 30, 1996, and the report issued 
thereon by the Company's independent certified public 
accountants, appear in the  Annual Report and are 
incorporated herein by reference.

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

	None.


<PAGE>


PART III

Item 9.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS 
            AND CONTROL PERSONS; Compliance with Section 
            16(a) of the Exchange Act

	Information concerning the Company's and the 
Bank's Directors and Executive Officers appears in the 
Proxy Statement under the heading "Election of 
Directors", "Executive Officers", "Ownership of 
Stock", and "Compliance with Section 16(a) of the 
Securities Exchange Act of 1934" and is incorporated 
by reference herein.

Item 10.	EXECUTIVE COMPENSATION

	Information concerning the compensation of the 
Company's and the Bank's Management appears in the 
Proxy Statement under the heading "Executive 
Compensation" and is incorporated by reference herein.

Item 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
            OWNERS AND MANAGEMENT

	Information concerning beneficial owners of more 
than 5% of the Company's common stock appears in the 
Proxy Statement under the heading "Ownership of Stock 
- Principal Holders of Stock" and is incorporated by 
reference herein.

	Information concerning the common stock owned by 
the Company's management appears in the Proxy 
Statement under the heading "Ownership of Stock - 
Stock Owned by Management" and is incorporated by 
reference herein.

Item 12.	CERTAIN RELATIONSHIPS AND RELATED 
            TRANSACTIONS

	Information concerning certain relationships and 
related transactions appears in the Proxy Statement 
under the heading "Executive Compensation - Certain 
Other Transactions" and is incorporated by reference 
herein. 

Item 13.	EXHIBITS AND REPORTS ON FORM 8-K

	(a)	Exhibits

		The list of documents set forth on the 
            Exhibit Index that immediately follows 
            the last signature page hereof is
            incorporated herein by reference, and such 
            documents are filed as exhibits to this report 
            on Form 10-KSB.

	(b)	Reports on Form 8-K:
		
		No reports on Form 8-K were filed during 
            the year ended September 30, 1996.

<PAGE>



SIGNATURES

	In accordance with 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.

			
			
                    					FIRST GEORGIA HOLDING, INC.
                    						(Registrant)


						
                          	BY:  HENRY S. BISHOP
			                      		     Henry S. Bishop
                      					     President


			
			
                         		Date: DECEMBER 30, 1996

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person 
whose signature appears below constitutes and appoints 
Henry S. Bishop and G.F. Coolidge III, and each of 
them, the person's attorneys-in-fact, each with full 
power of substitution, for the person in his or her 
name, place and stead, in any and all capacities, to 
sign any amendment to this Report on form 10-KSB, and 
to file the same, with exhibits thereto, and other 
documents in connection therewith, with the Securities 
and Exchange Commission and hereby ratifies and 
confirms all that each of said attorneys-in-fact, or 
his or her substitute or substitutes, may do or cause 
to be done by virtue hereof.

<PAGE>	


In accordance with the Securities Exchange Act of 
1934, this report has been signed by the following 
persons on behalf of the Registrant in the capacities 
and on the dates indicated.

   
Signatures                  Title                Date
------------------      --------------    -----------------

HENRY S. BISHOP		                          DECEMBER 30, 1996
Henry S. Bishop          President and 
                         Director 
                        (principal executive 
                         officer)
B.W. BOWIE              
B.W.  Bowie             Director           DECEMBER 30, 1996

TERRY DRIGGERS
Terry Driggers          Director           DECEMBER 30, 1996

ROY K. HODNETT
Roy K. Hodnett          Director           DECEMBER 30, 1996


HUBERT W. LANG, JR
Hubert W. Lang, Jr.     Director           DECEMBER 30, 1996


E. RAYMOND MOCK
E. Raymond Mock         Director           DECEMBER 30, 1996

JAMES D. MOORE
James D. Moore          Director           DECEMBER 30, 1996

D. LAMONT SHESS
D. Lamont Shell         Director           DECEMBER 30, 1996


G.F. COOLIDGE III
G.F. Coolidge III       Chief Financial 
                        Officer (principal  DECEMBER 30, 1996
                        financial and 
                        accounting officer) 

<PAGE>


                        EXHIBIT INDEX

								  
Exhibit No.                   Document                       Page		      
-----------       ----------------------------------       -------
  3.(I)		         Articles of Incorporation of First 
                  Georgia Holding, Inc. incorporated by 
                  reference herein By reference to 
                  Appendix B to the Proxy Statement and 
                  Prospectus included in the 
			               Registration statement on Form S-4 
			               (SEC No. 33-19150), filed 
                  December 18, 1987 ("Form S-4"), 
                  as amended on December 31, 1987
			               ("Amendment No. 1")First Georgia Savings 
               			Bank, F.S.B. is now known as 
               			First Georgia Bank, F.S.B.                   N/A

  3.(ii)	        	Amended By-Laws of First Georgia 
                  Holding, Inc. incorporated by reference
                  to Exhibit 3(ii) of the Form 10-KSB 
                  for the year ended September 30, 
               			1994 (the "1994 10-KSB")                     N/A

*10.1		           First Georgia Holding, Inc. 
                  1995 Stock Incentive Plan incorporated 
                  by reference to Exhibit 10.1 of the 
                  Form 10-KSB for the year ended 
                  September 30, 1995 (the "1995 10-KSB")	      N/A

*10.2		           First Georgia Holding, Inc.  
                  Employee Stock Purchase Plan 
                  incorporated by reference to 
               			Exhibit 10.2 of the 1995 10-KSB              N/A

*10.3		           Qualified 401 (k) Standardized 
                  Profit Sharing Plan, Adoption Agreement, 
               			First Georgia Savings Bank, F.S.B., 
               			incorporated herein by reference to 
                  Exhibit 10.3 of the Form 10-K for the year 
                  ended September 30, 1992 (the "1992 10-K")   N/A

*10.4           		Qualified Retirement Plan, 
                  Basic Plan Document, First Georgia 
                  Savings Bank, F.S.B., incorporated 
               			herein by reference to Exhibit 10.4 
                  of the 1992 10-K	                           N/A

 13       		      First Georgia Holding, Inc. 
                  1996 Annual Report                           48

 21               Subsidiaries of First Georgia 
                  Holding, Inc. incorporated by 
                  reference to Exhibit 21.6 of the 
               			Form 10-KSB for the year ended 
                  September 30, 1993 (the "1993 10-KSB)       N/A

<PAGE>     


 Exhibit No.                   Document                     Page		    
-----------       ----------------------------------       -------


	23		              Consent of KPMG Peat Marwick LLP	          42

	24		              A power of attorney is set forth on the 
			                signature pages to this Form 10-KSB	       44

 99.1           		The Company's Proxy Statement for 
                  the Annual Meeting of Shareholders (the 
                  "Proxy")To be held January 21, 1997, 
                  incorporated by reference to the 
                  Proxy filed December 30, 1996.             N/A


<PAGE>


                      EXHIBIT 13.0
                FIRST GEORGIA HOLDING, INC.
                  1996 ANNUAL REPORT



<PAGE>

 


ANNUAL REPORT	 
  
First Georgia: 
Its Mission and Markets 
 
 
First Georgia Holding, Inc. owns 100% of the stock of First  
Georgia Bank, F.S.B.  The Bank is federally chartered and  
began operations in January 1984.  First Georgia develops  
and provides a full range of financial services encompassing  
retail banking, real estate, commercial and consumer  
lending, and a host of related financial products.  The Bank  
currently operates eight full service offices in four  
Georgia counties. 
 
First Georgia's PRIMARY MISSION is to maximize stockholder  
value in a prudent manner.  We will concentrate on the  
following principles. 
 
We will maintain high levels of asset quality  through  
conservative lending policies, a vigorous comprehensive  
credit administration system and a diversified portfolio of  
earning assets.  Interest rate risk will be thoroughly  
evaluated and controlled. 
 
Our long-term goals for return on equity and assets will be  
set at the upper levels of peer bank comparisons.  We will  
strive to maintain a strong capital base supported by  
adequate loan loss reserves. 
 
We will continue to attract and retain exceptional people.   
We will deliver the best quality customer service available  
in the banking industry.  This high level of personal  
service is what separates us from our competitors. 
 
Our officers and employees will be encouraged to provide  
leadership and support in civic and economic development  
activities.  We will also strive to assess and serve the  
credit needs of each community in which we are located. 
 
We are committed to the overall success of First Georgia.   
The proper implementation of these principles will continue  
to maximize the value of the Company. 
 
<PAGE>
 
 
 
 
 
PRESIDENT'S MESSAGE 
 
Dear Stockholders: 
 
     I am pleased  once again to report to you the results  
from operations of our Company for the year 1996.  Our  
Company experienced good growth in earnings, loans and  
deposits.  However, as you will note from the income  
statement, we actually recorded a decrease in earnings from  
the previous year.  This decrease came as a result of a one  
time special assessment by the F.D.I.C. charged to all  
thrifts nationwide.  Our charge to earnings this past year  
was in excess of $720,000  which materially impacted our net  
income for the year.  The good news surrounding this  
assessment is that our F.D.I.C. insurance costs will be  
dramatically reduced in the future. 
 
     I am also pleased to report on two other significant  
events that have taken place in our Company within the past  
year.  We determined that our marketing strategy would be  
more productive and profitable by concentrating  our  
resources within Glynn County.  We have signed an agreement  
with the Hinesville Bank to purchase our branch located in  
Hinesville, and we have now opened a full service branch in  
the Wal-Mart Supercenter located in Brunswick. 
 
     The opening of our new Wal-Mart branch brings a new  
level of banking services to our area as this office will be  
open seven days a week.  With the addition of our first ATM  
located at this branch, we will be providing 24-hour banking  
service.  Additionally, this expands our branch network in  
Glynn County to five offices that are strategically located  
to serve the local market. 
 
     Our market share in loans and deposits continues to  
grow  which will translate to positive results in our  
earnings. 
 
     As you can see, our Company continues to do extremely  
well.  We look forward to the challenges of 1997 with great  
optimism and enthusiasm.  As always we appreciate your  
support. 
 
 
Sincerely, 
     
     
HENRY S. BISHOP   
     
Henry S. Bishop 
President 
 
<PAGE>
 
 
FIRST GEORGIA HOLDING, INC. 
C O N S O L I D A T E D 
 
F I N A N C I A L 
 
S T A T E M E N T S 
September 30, 1996 and 1995 (With Independent Auditors'  
Report Thereon) 
 
 <PAGE>

CONSOLIDATED BALANCE SHEETS
First Georgia Holding, Inc. and subsidiary
 
                                                      SEPTEMBER 30,  
                                                ----------------------- 
                                                 1996              1995 
 ASSETS                                     ---------------    ------------- 
  
Cash and cash equivalents                  $    2,956,328      2,543,495 
Interest bearing deposits in other banks        2,954,350      2,352,183 
Investment securities to be held to  
 maturity, fair value  approximately  
 $10,209,000 and $9,069,000 at         
 September 30, 1996 and 1995,  
 respectively (note 2)                         10,325,537      9,180,978 
Loans receivable, net  of  allowance  
 for loan loss of $955,288 and $1,003,569                  
 at September 30 1996 and 1995,   
 respectively, (notes 3 and 8)                122,431,469    110,432,233 
Real estate acquired in settlement 
 of loans                                          94,200        206,334 
Federal Home Loan Bank stock,  
 at cost (notes 6 and 8)                        1,575,700      1,575,700 
Premises and equipment, net (note 4)            3,334,879      3,388,207 
Accrued interest receivable (note 5)              852,632        751,108 
Intangible assets, net (note 10)                1,276,532      1,408,268 
Other assets (note 12)                          1,113,646        903,891 
                                           ---------------  ------------- 
 TOTAL ASSETS                             $   146,915,273    132,742,397 
                                           ===============  ============= 
                               
LIABILITIES AND STOCKHOLDERS' EQUITY          
          
                               
LIABILITIES:                   
 
Deposits (note 7)                         $   121,554,457    106,527,689 
Federal Home Loan Bank advances (note 8)       11,100,000     11,948,000 
Advance payments by borrowers  
 for property taxes and insurance                  60,619         90,238 
Other borrowed money (note 9)                      92,000        192,000 
Accrued expenses and  
 other liabilities (notes 7, 12, and 13)        2,192,501      2,859,484 
                                                        
                                             -------------    ------------ 
 Total liabilities                            134,999,577     121,617,411 
                                             -------------    ------------  
                            
STOCKHOLDERS' EQUITY (notes 11, 12, and 18):  
               
Common stock, $1.00 par value.  Authorized 
 10,000,000 shares; issued and outstanding  
 2,034,962 and 1,989,962 shares at  
 September 30, 1996and 1995 respectively        2,034,962       1,989,962 
Additional paid-in capital                      5,239,851       5,122,843 
Retained earnings                               4,640,883       4,012,181 
                                              ------------    ------------- 
TOTAL STOCKHOLDERS' EQUITY                     11,915,696      11,124,986 
                                              ------------    -------------   
                            
Commitments and contingencies (notes 3,  
 11, 13, 19, and 20)               
TOTAL LIABILITIES AND STOCKHOLDERS'  
 EQUITY                                       146,915,273     132,742,397 
                                             =============   =============   
                           
See accompanying notes to consolidated financial statements. 
 
<PAGE> 
           
CONSOLIDATED                             
STATEMENTS OF OPERATIONS                      
First Georgia Holding, Inc., and subsidiary   
                         
                                              Years Ended September 30,   
                                              -------------------------- 
                                             1996        1995        1994 
                                         ----------  ----------   ---------- 
Interest Income:                              
 Loans                                 $ 10,986,155  10,871,713    9,714,327 
 Mortgage-backed securities                 321,798     211,136       79,703 
 Investment securities                      377,934     295,873      277,322 
 Other                                      108,029     247,615      141,845 
                                         ----------  ----------   ----------
 Total interest income                   11,793,916  11,626,337   10,213,197 
                                         ----------  ----------   ----------  
  
Interest Expense:                             
 Deposits (note 7)                        5,682,330   5,345,453    4,486,147 
 Advances and other borrowings              867,052   1,061,904    1,057,594 
                                         ----------  ----------   ---------- 
 Total interest expense                   6,549,382   6,407,357    5,543,741 
                                         ----------  ----------   ---------- 
 Net interest income                      5,244,534   5,218,980    4,669,456 
 Provision for Loan Losses (note 3)          48,104     214,142       39,000 
                                         ----------  ----------   ----------  
 Net interest income after provision for    
  loan losses                             5,196,430   5,004,838    4,630,456 
                                          ----------  ----------   ---------- 
                                       
Other Income:                            
 Loan fees                                  382,841     451,199      422,821 
 Deposit service charges                    555,174     601,059      625,944 
 Gain on sale of branch (note 14)              -        122,043         - 
 Other operating income                      65,882      94,515      149,254 
                                         ----------  ----------   ----------
 Total other income                       1,003,897   1,268,816    1,198,019 
                                         ----------  ----------   ----------  
                                         
Other Expenses:                               
 Salaries and employee  
  benefits (note 15)                      1,986,763   1,932,837    1,979,302 
 Net occupancy expense (note 13)            952,724     904,659      857,201 
 Data processing                             10,572      15,143       16,093 
 Amortization of intangibles                131,736     143,304      143,304 
 Loss on sale of foreclosed property           -         17,969       52,821 
 Federal insurance premiums                 254,944     281,033      267,500 
 SAIF special assessment                    727,704        -            - 
 Other operating expenses                 1,010,132     929,306      925,238 
                                         ----------  ----------   ----------  
 Total other expenses                     5,074,575   4,224,251    4,241,459 
                                         ----------  ----------   ----------  
Income before income taxes                1,125,752   2,049,403    1,587,016 
                                         ----------  ----------   ---------- 
 
Income Tax Expense (note 12)                364,386     772,315      524,839 
                                         ----------  ----------   ---------- 
                                                      
Net income                             $    761,366   1,277,088    1,062,177 
                                         ==========  ==========   ========== 
                                         
Net income per share and common share         
 equivalent (note 17)                  $      0.35         0.62         0.52 
                                         ==========  ==========   ==========  
Weighted average common shares  
 outstanding and common share  
 equivalents                             2,167,181   2,043,894     2,047,367 
                                         ==========  ==========   ========== 
                                         
See accompanying notes to consolidated financial statements.            
                             
<PAGE> 
 
CONSOLIDATED STATEMENTS                       
OF STOCKHOLDERS' EQUITY                       
 First Georgia Holding, Inc., and subsidiary   
                                   
                                                   
                             Years Ended September 30, 1996, 1995, and 1994  
                             ---------------------------------------------- 
                                        Additional                
                               Common     Paid-in     Retained        
                                Stock     Capital     Earnings     Total 
                             ----------  ----------  ----------  ---------- 
Balance, September 30, 1993 $ 1,319,141   5,766,164   1,814,074   8,899,379 
Three for two stock split  
 effected as a 50% stock 
 dividend in 1996               659,571    (659,571)       -           - 
                             ----------  ----------  ----------  ---------- 
Balance, September 30, 1993,  
 as adjusted                  1,978,712   5,106,593   1,814,074   8,899,379 
Exercise of stock  
 options (note 16)               11,250      16,250        -         27,500 
Net income                         -           -      1,062,177   1,062,177 
Cash dividends, $.031 per share    -           -        (61,560)    61,560) 
                             ----------  ----------  ----------  ---------- 
Balance, September 30, 1994   1,989,962   5,122,843   2,814,691   9,927,496 
Net Income                         -           -      1,277,088   1,277,088 
Cash dividends, $.04 per share     -           -        (79,598)    (79,598) 
                             ----------  ----------  ----------  ---------- 
Balance, September 30, 1995   1,989,962   5,122,843   4,012,181  11,124,986 
Exercise of stock  
 options (note 16)               45,000      40,125        -         85,125 
Income tax benefit resulting  
 from exercise of stock options    -         76,883        -         76,883 
Net Income                         -           -        761,366     761,366 
Cash dividends,$.067 per share     -           -       (132,664)   (132,664) 
                             ----------  ----------  ----------  ---------- 
                             $2,034,962   5,239,851   4,640,883  11,915,696 
                             ==========  ==========  ==========  ==========  
See accompanying notes to consolidated financial statements.            
                                       
<PAGE>                                        
            
CONSOLIDATED                             
STATEMENTS OF CASH FLOWS                      
First Georgia Holding, Inc.  and subsidiary   
 
                                            Years Ended September 30,       
                                     --------------------------------------- 
                                        1996          1995          1994 
                                     ----------    -----------   -----------   
OPERATING ACTIVITIES                         
Net income                          $   761,366      1,277,088     1,062,177 
 Adjustments to reconcile net income  
 to net cash provided by operating 
 activities:                             
Provision for loan losses               48,104         214,142        39,000 
Depreciation and amortization, net of 
 accretion                             381,871         425,849       413,326 
Amortization of intangibles            131,736         143,304       143,304 
Amortization of net deferred loan  
 costs (fees)                           24,672        (106,755)     (161,878) 
Federal Home Loan Bank stock dividends    -               -          (38,600) 
Gain on sale of branch                    -           (122,043)         - 
(Gain) Loss on sale of real estate 
 acquired in settlement of loans          (505)         17,969        52,821 
Deferred income tax (benefit) expense (287,279)         29,959        31,173 
Decrease (Increase) in accrued 
 interest receivable                  (101,524)        (20,244)      124,365 
Decrease (Increase) in other assets    154,407        (205,076)     (151,062) 
(Decrease) Increase in advance  
payments by borrowers for property  
and insurance                          (29,619)         8,237        (39,664) 
(Decrease) Increase in accrued  
expenses and other liabilities        (666,983)       364,447        351,834 
                                     ----------    -----------   -----------   
                                         
Net cash provided by operating  
 activities                            416,246      2,026,877      1,826,796 
                                     ----------    -----------   -----------   
                                         
INVESTING ACTIVITIES                          
Principal payments received on 
 mortgage-backed securities            478,221        311,364        422,510 
Maturities of investment securities    100,000      1,000,000           - 
Purchase of investment securities   (1,721,563)    (3,030,598)      (916,030) 
Loan originations, net of principal 
 repayments                        (12,375,532)    (1,575,594)       (99,718) 
Purchase of premises and equipment    (329,760)      (260,405)       (74,375) 
Proceeds from sale of real estate          
 acquired in settlement of loans       416,159      1,380,599        397,314 
Proceeds from sale of premises and        
 equipment                                -            21,008        152,307 
                                     ----------    -----------   -----------   
 
Net cash used in investing                 
 activities                       $(13,432,475)    (2,153,626)      (117,992) 
                                    ----------     -----------    -----------   
                          
See accompanying notes to consolidated financial statements.            
                             
<PAGE> 
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS(Cont'd.)    
 First Georgia Holding, Inc. and subsidiary    
                                                Years Ended September 30,   
                                     --------------------------------------- 
                                        1996          1995          1994 
                                     ----------    -----------   -----------   
FINANCING ACTIVITIES                          
 Net increase (decrease) in  
  deposits                        $  15,026,768      9,780,378    (2,845,978) 
Net liabilities of branch assumed  
 by purchaser, net of gain                 -        (2,868,419)         - 
(Repayments of) Proceeds from other        
 borrowed money                        (100,000)    (1,048,000)      940,000 
Proceeds from FHLB advances          19,600,000      4,000,000     7,800,000 
Repayment of FHLB advances          (20,448,000)    (8,800,000)   (6,500,000) 
Net proceeds from exercise of  
 stock options                           85,125           -           27,500 
Dividends paid                         (132,664)       (79,598)      (61,560) 
                                     ----------    -----------   -----------   
Net cash provided by (used in)  
financing activities                 14,031,229        984,361      (640,038) 
                                     ----------    -----------   -----------   
                                         
Increase in cash and  
 cash equivalents                     1,015,000        857,612     1,068,766 
Cash and cash equivalents  
 at beginning of year                 4,895,678      4,038,066     2,969,300 
                                     ----------    -----------   -----------   
Cash and cash equivalents 
 at end of year                    $  5,910,678      4,895,678     4,038,066 
                                     ==========    ===========    ========== 
 
Supplemental disclosure of cash paid during year for:                        
              
 Interest                          $  6,529,000      6,252,000     5,654,000 
 Income taxes                      $    828,000        538,000       978,000 
                                      ==========    ===========    ========== 
          
 
Supplemental disclosure of non-cash activities: 
 
Loans receivable of approximately $478,000, $1,365,000, and  
$191,000 were transferred to real estate acquired in  
settlement of loans during the years ended September 30,  
1996, 1995, and 1994, respectively. 
 
Sales of real estate acquired in settlement of loans  
totaling approximately $173,000, and $127,000 for the years  
ended September 30, 1996 and 1994, respectively, were  
financed by the Bank.   
 
During 1996, the exercise of stock options resulted in a  
$76,883 tax benefit to the Company. 

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
First Georgia Holding, Inc.and Subsidiary
September 30, 1996, 1995, 1994
 
(1)  Summary of Significant Accounting Policies 
First Georgia Holding, Inc. (the Company) was incorporated  
on December 16, 1987 for the purpose of acquiring all of the  
issued and outstanding stock of First Georgia Bank, F.S.B.  
(the Bank).  The accounting and reporting policies of First  
Georgia Holding, Inc. and subsidiary conform to generally  
accepted accounting principles.  The following is a  
description of the more significant of those policies which  
the Company follows in preparing and presenting its  
consolidated financial statements. 
  
(a) Basis of Financial Statement Presentation 
The financial statements have been prepared in conformity  
with generally accepted accounting principles.  In preparing  
the consolidated financial statements, management is  
required to make estimates and assumptions that affect the  
reported amounts of assets and liabilities and disclosure of  
contingent assets and liabilities at the date of the  
financial statements and the reported amounts of revenues  
and expenses during the reporting period.  Actual results  
could differ from those estimates. 
 
Material estimates that are particularly susceptible to  
significant change in the near term relate to the  
determination of the allowance for loan losses and the  
valuation of real estate acquired in connection with  
foreclosures or in satisfaction of loans.  In connection  
with the determination of the allowances for losses on loans  
and real estate acquired through foreclosure, management  
obtains independent appraisals and reviews available market  
data such as comparable sales and recent market trends  
through discussions with local real estate professionals. 
 
The consolidated financial statements include the accounts  
of the Company and the Bank.  All significant intercompany  
balances and transactions have been eliminated in  
consolidation. 
 
(b)  Investment Securities to be Held to Maturity  
Effective September 30, 1994, the Company adopted Statement  
of Financial Accounting Standards No. 115, Accounting for  
Certain Investments in Debt and Equity Securities (SFAS  
115).  Under SFAS 115, the Company has classified all its  
securities as held to maturity securities.  Held to maturity  
securities are those securities that the Company has the  
positive ability and intent to hold until maturity. 
 
Held to maturity securities are recorded at amortized cost  
adjusted for the amortization or accretion of premiums and   
discounts.  Premiums and discounts are amortized or accreted  
over the life of the related investment security using a   
method which approximates level yield.  Purchase premiums  
and discounts on mortgage-backed securities are amortized  
and accreted to interest income using a method which  
approximates level-yield over the remaining lives of the  
securities taking into consideration assumed prepayment  
patterns. 
 
A decline in the market value of a security below cost that  
is deemed other than temporary results in a charge to  
earnings and the establishment of a new cost basis for the  
security.  At September 30, 1996, the Company did not have  
any securities with other than temporary impairment for  
which a new cost basis had not been established. 
 
<PAGE>
 
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
 
(c)  Loans  and the Allowance for Loan Losses 
 
 
Loans are reported at principal amounts outstanding, less  
unearned income and the allowance for loan losses.  Interest  
income on loans is recognized on a level-yield basis. 
 
Loans are placed on a nonearning basis when reasonable doubt  
exists as to the full, timely collection of interest and  
principal or they become contractually in default for 90  
days or more as to either interest or principal unless they  
are both well secured and in the process of collection. 
 
In May 1993, the Financial Accounting Standards Board  
("FASB") issued Statement of Financial Accounting Standards  
No. 114 Accounting by Creditors for Impairment of a Loan  
("SFAS 114").  SFAS 114 requires impaired loans to be  
measured based on the present value of expected future cash  
flows, discounted at the loan's effective interest rate, or  
at the loan's observable market price, or the fair value of  
the collateral if the loan is collateral dependent,  
beginning in fiscal 1996.  In October 1994, the FASB issued  
Statement of Financial Accounting Standards No. 118,  
Accounting by Creditors for Impairment of a Loan - Income  
Recognition and Disclosures ("SFAS 118") which amends SFAS  
114 to require information about the recorded investment in  
certain impaired loans and eliminates its provisions  
regarding how a creditor should report income on an impaired  
loan.  SFAS 118 allows creditors to use existing methods for  
recognizing income on impaired loans, including methods  
required by certain industry regulators.  The Company  
adopted SFAS 114 and SFAS 118, on a prospective basis,  
effective October 1, 1995.  This adoption required no  
increase to the allowance for loan losses and had no impact  
on net income in 1996. 
 
A loan is considered impaired when it is probable that the  
Company will be unable to collect all amounts due according  
to the contractual terms of the loan agreement.  When the  
ultimate collectibility of an impaired loan's principal is  
in doubt, cash receipts are applied under the contractual  
terms of the loan agreement first to principal and then to  
interest income.  Once the recorded principal balance has  
been reduced to zero, future cash receipts are applied to  
interest income, to the extent that interest has not been  
previously recognized.  Future cash receipts are recorded as  
recoveries of any amounts previously charged off. 
 
The Bank extends credit to customers throughout its market  
area with a concentration in real estate mortgage loans.   
The real estate loan portfolio is substantially secured by  
properties located throughout Southeast Georgia.  Although  
the Bank has a diversified loan portfolio, a substantial  
portion of its borrowers' ability to repay such loans is  
dependent upon the economy in the Bank's market area. 
  
Additions to the allowance for loan losses are charged to  
operations based upon management's evaluation of the  
potential losses in its loan portfolio.  This evaluation  
considers the estimated value of the underlying collateral  
and such other factors as, in management's judgment, deserve  
recognition under existing economic conditions.  While  
management uses the best information available to make  
evaluations, future adjustments to the allowance may be  
necessary if conditions differ substantially from the  
assumptions used in making the evaluations.  In addition,  
various regulatory agencies, as an integral part of their  
examination process, periodically review the Bank's  
allowances for losses on loans and real estate acquired in  
settlement of loans.  Such agencies may require the Bank to  
recognize additions to the allowances based on their  
judgments of information available to them at the time of  
their examination.    
 
<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary 
 
(d)  Loan Origination and Commitment Fees 
Loan origination fees, net of certain direct origination  
costs, are deferred and amortized on a basis that  
approximates level yield over the contractual lives of the  
underlying loans.  In addition, fees for a commitment to  
originate or purchase loans are offset against direct loan  
origination costs incurred to make such commitments.  The  
net amounts are deferred and, if the commitment is  
exercised, recognized over the life of the related loan as a  
yield adjustment or, if the commitment expires unexercised,  
recognized as income upon expiration of the commitment. 
  
 
 
 (e)  Real Estate Acquired in Settlement of Loans 
Real estate acquired in settlement of loans represents real  
estate acquired through foreclosure and is reported at lower  
of cost or fair value, adjusted for estimated selling costs.   
Fair value is determined on the basis of current appraisals,  
comparable sales, and other estimates of value obtained  
principally from independent sources.  Any excess of the  
loan balance at the time of  foreclosure over the fair value  
of the real estate held as collateral is recorded as a loan  
loss.  Gain or loss on sale and any subsequent permanent  
decline in fair value is recorded in income. 
 
 (f)  Premises and Equipment 
Premises and equipment are carried at cost less accumulated  
depreciation.  Depreciation is provided on a straight-line  
basis over the estimated useful lives of  the related  
assets. 
 
(g)  Income Taxes 
The Company files consolidated income tax returns with its  
subsidiary.  
 
Deferred tax assets and liabilities are recognized for  
temporary differences between the financial reporting basis  
of assets and liabilities and their respective tax bases.   
Deferred tax assets and liabilities are measured using  
enacted tax rates expected to apply to taxable income in the  
years in which those temporary differences are expected to  
be recovered or settled.  The effect on deferred tax assets  
and liabilities of a change in tax rates is recognized in  
income in the period that includes the enactment date.  A  
valuation allowance is established for the portion of a  
deferred tax asset for which it is more likely than not that  
a tax benefit will not be realized. 
 
 
(h)  Statement of Cash Flows 
For the purposes of the statement of cash flows, the Company  
considers cash on hand and in banks and  investments with a  
maturity of ninety days or less, at purchase,  to be cash  
equivalents. 
 
 
(I) Reclassifications 
Certain reclassifications have been made to the 1995 and  
1994 consolidated financial statements to conform with the  
presentation adopted in 1996. 
 
<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
 
 
 
(j) Recent Accounting Pronouncements  
In March 1995, the Financial Accounting Standards Board  
issued Statement of Financial Accounting Standards No. 121,  
Accounting for the Impairment of Long-Lived Assets and for  
Long-Lived Assets to be Disposed Of (SFAS 121), which is  
effective for fiscal years beginning after December 15,  
1995.  This statement requires that long-lived assets that  
are to be held and used by an entity be reviewed for  
impairment whenever events or changes in circumstances  
indicate that the carrying amount of any such asset may not  
be recoverable.  In the event that facts and circumstances  
indicate that the carrying value of long-lived assets may be  
impaired, an evaluation of their recoverability would be  
performed and any resulting impairment loss recorded.  The  
implementation of SFAS 121 is not expected to materially  
impact the Company's financial position or results of  
operations because the Company periodically evaluates its  
commercial property and other assets for impairment using  
independent appraisals, cash flow analyses and other  
relevant information.  The Company has not experienced any  
significant impairment losses. 
 
On October 23, 1995, Statement of Financial Accounting  
Standard No. 123 (SFAS 123), Accounting for Stock-Based  
Compensation was issued.  SFAS 123 allows companies to  
retain the current approach set forth in Accounting  
Principles Board Opinion No. 25, Accounting for Stock Issued  
to Employees, for recognizing stock-based compensation  
expense in the basic financial statements; however,  
companies are encouraged to adopt a new accounting method  
based on the estimated fair value of employee stock options.   
Companies that do not follow the new fair value based method  
will be required to provide expanded disclosures in the  
footnotes.  The Company does not plan to adopt the  
recognition provisions of SFAS 123.  The disclosure  
requirements of  SFAS 123 are effective for fiscal years  
beginning after December 15, 1995. and the Company intends  
to provide such information in expanded disclosures in the  
footnotes in fiscal 1997. 

<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary 
 
 
(2)  Investment Securities 
Investment securities to be held to maturity consist of the  
following: 
 
                                                                 Approximate 
                              Amortized   Unrealized  Unrealized    Fair 
                                 Cost        Gains      Losses      Value 
                              ----------  ----------  ----------  ----------
September 30, 1996:                           
 U.S. Government Agencies   $  5,500,683      3,107       80,131   5,423,659 
 Mortgage-backed securities 
  and SBA's                    3,704,854     64,441       81,000   3,688,295 
 State and municipal             870,000       -           3,210     866,790 
 Corporate Bonds                 250,000       -          20,000     230,000
                              ----------  ----------  ----------  ----------
                            $ 10,325,537     67,548      184,341  10,208,744 
                              ==========  ==========  ==========  ==========  
                                                        
                                                       

                                                                 Approximate 
                              Amortized   Unrealized  Unrealized    Fair 
                                 Cost        Gains      Losses      Value 
                              ----------  ----------  ----------  ----------

September 30, 1995:                           
 U.S. Government Agencies   $ 4,498,377        -         160,587   4,337,790 
 Mortgage-backed securities 
   and SBA's                  4,182,601      81,754       31,167   4,233,188 
 State and municipal            500,000         300        2,000     498,300 
                              ----------  ----------  ----------  ----------
                            $ 9,180,978      82,054      193,754   9,069,278 
                              ==========  ==========  ==========  ========== 
                                                        
A summary of investment and mortgage-backed securities by maturity as of 
September 30, 1996 follows:                   
                         
                                                        
                                                             Approximate  
                                               Amortized       Fair            
                                                  Cost         Value       
                                               ----------    ----------
Within 1 Year                                $  3,099,391     3,082,800     
After 1 Year through 5 Years                    3,153,832     3,112,882      
After 5 Years through 10 Years                    761,320       770,869         
After 10 Years                                  3,310,994     3,242,193   
                                               ----------    ----------
                                             $ 10,325,537    10,208,744   
                                               ==========    ==========
  
The Company did not sell any investments during 1996, 1995,   
or 1994. 
 
 
 
At September 30, 1996 and 1995,  the Company  had pledged  
$8,245,000 and $5,095,000, respectively, of its securities  
to government and municipal depositors. 

<PAGE> 
 
 NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
 
(3)  Loans Receivable 
Loans receivable at September 30, are summarized as follows: 
 
                                           1996        1995       
                                       -----------  -----------
Real estate mortgage loans         $    94,679,525   91,663,176     
Real estate construction loans          11,417,553    7,605,089  
Consumer loans                           9,447,481    9,093,850       
Commercial and other loans               7,891,541    6,041,835       
                                       -----------  -----------
                                       123,436,100  114,403,950          
                                              
Less:                                    
 Undisbursed portion of loans in 
  process                                     -       2,868,215       
 Deferred loan fees                         17,264       59,500          
 Unearned interest income                   32,079       40,433          
 Allowance for loan losses                 955,288    1,003,569       
                                       -----------  -----------
                                   $   122,431,469  110,432,233          
                                       ===========  ===========      
 An analysis of the activity in the allowance for loan losses is as 
 follows:                                    
                                              
                                            1996         1995       1994 
                                          ---------   ---------   ---------  
Balance at beginning of year       $      1,003,569     983,058     968,784 
Provision for loan losses                    48,104     214,142      39,000 
Recoveries                                  112,901      84,482     113,055 
Losses charged to allowance                (209,286)   (278,113)   (137,781) 
                                          ---------   ---------   --------- 
Balance at end of year             $        955,288   1,003,569     983,058 
                                          =========   =========   =========  
 
As of September 30, 1996 and 1995, outstanding loan  
commitments, exclusive of the undisbursed portion of loans  
in process amounted to approximately $142,000 and $100,000  
respectively, with variable interest rates and $739,000 and  
$1,460,000, respectively,  in fixed interest rates.  The  
Bank is also committed to extend standby letters of credit  
amounting to approximately $622,000  and $572,000,  
respectively, at September 30, 1996 and 1995.  In addition,  
customers of the Bank have the ability to borrow  
approximately $992,000 and $974,000, respectively at  
September 30, 1996 and 1995, under existing credit card  
agreements.  It is the opinion of management that such  
commitments do not involve more than the normal risk of  
loss. 
 
At September 30, 1996 and 1995, the Bank had nonaccrual  
loans aggregating approximately $1,951,000 and $2,061,000,  
respectively.  The effects of carrying nonaccrual loans  
during 1996, 1995, and 1994 resulted in a reduction of  
interest income of approximately $93,000, $91,000, and  
$119,000,  respectively. 
 
<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
  
(3)  Loans Receivable (Cont'd) 
As discussed in Note 1, the Company adopted SFAS 114 and  
SFAS 118 on October 1, 1995.  This adoption required no  
increase to the allowance for loan losses and had no impact  
on net income for the year ended September 30, 1996. 
 
Impaired loans and related amounts included in the allowance  
for loan losses at September 30, 1996 are as follows: 
 
  
                                                Principal 
                                                 Balance        Allowance 
                                              -------------    -----------
Impaired loans, with a related allowance     $      -               - 
Impaired loans, without allowance                447,433            - 
                                              -------------    -----------
     Total                                   $   447,433            - 
                                              =============    ===========

 The allowance amounts were primarily determined using the  
fair value of the related collateral. 
 
The average recorded investment in impaired loans for the  
year ended September 30, 1996 was  
$455, 757.  The interest income recognized on impaired loans  
for the year ended September 30, 1996 was approximately  
$16,990, of which all was recorded on a cash basis. 
 
At September 30, 1996 and 1995, the Bank had no loans held  
for sale. 
 
The Bank has direct and indirect loans outstanding to  
certain directors and executive officers.  All of these  
loans were made in the ordinary course of business on  
substantially the same terms, including interest rate and  
collateral, as those prevailing at the time for comparable  
transactions with other persons, and did not involve more  
than the normal credit risk or present other unfavorable  
features.  The following is a summary of such loans  
outstanding and the activity in these loans for 1996:  
  
Balance at September 30, 1995         $    4,438,741 
Repayments                                (3,166,801) 
New borrowings                             3,390,948 
                                          ------------
Balance at September 30, 1996         $    4,662,888 
                                          ============


As of September 30, 1996, 1995, and 1994, the Bank was  
servicing loans for others aggregating approximately  
$2,003,000, $7,346,000, and $3,205,000, respectively.  

<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
  
(4)  Premises and Equipment 
Premises and equipment at September 30 are summarized as  
follows: 
  
 
                                               1996         1995 
                                             ---------   ---------          
Land                                      $    730,464     730,464 
Buildings and improvements                   2,144,940   2,083,675 
Building under capital lease                   372,902     372,902 
Leasehold Improvements                         177,851        - 
Furniture, equipment, and automobiles        2,276,280   2,185,636 
                                             ---------   ---------          
                                          $  5,702,437   5,372,677 
Less accumulated depreciation                 
 and amortization                            2,367,558   1,984,470 
                                             ---------   ---------          
Premises and equipment, net               $  3,334,879   3,388,207 
                                             =========   =========

 (5)  Accrued Interest Receivable 
Accrued interest receivable at September 30 is summarized as  
follows: 
  
 
                                    1996      1995 
                                   -------  -------
Loans                         $    768,080  690,731 
Investment securities               51,913   34,744 
Mortgage-backed securities          32,639   25,633 
                                   -------  -------
                              $    852,632  751,108 
                                   =======  ======= 

(6) Investments Required by Law 
Investment in stock of a Federal Home Loan Bank is carried  
at cost and is required of those institutions  who utilize  
its services.  No ready market exists for the stock, and it  
has no quoted market value.   
  
<PAGE>
 
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary

(7)  Deposits  
Deposits are summarized at September 30 as follows: 

                                            1996                1995       
                                  ---------------------- ------------------- 
                                                Weighted           Weighted 
                                                 Average            Average
                                     Balance      Rate     Balance    Rate 
                                   -----------   -----   -----------  -----
Non-interest demand deposits     $   6,266,901     -       4,602,376    - 
Negotiable orders of withdrawal     11,598,046   1.25%    11,606,103  2.41% 
Money market deposit accounts        2,410,008   2.35%     2,344,735  2.78%
Savings deposits                     4,564,993   2.30%     4,713,420  2.45% 
Time deposits:                                
 Six-month money market 
  certificates                       7,522,860   5.89%     3,558,025  3.45% 
 Certificates greater than 
  six months                        70,893,473   5.32%    67,172,895  6.17%
 Jumbo certificates                 18,298,176   4.48%    12,530,135  5.34% 
                                   -----------   -----   -----------  -----  
                                 $ 121,554,457   5.05%   106,527,689  5.14% 
                                   ===========   =====   ===========  =====
               
                                                        
               
Interest expense on deposits is summarized as follows:                      
                                             
                                                1996      1995        1994   
                                             ---------  ---------  ---------

Negotiable orders of withdrawal           $    219,520    329,557    335,806 
Money market deposit accounts                   60,966     86,840    113,324 
Savings deposits                               108,398    132,734    138,543 
Time deposits:                                
 Six-month money market certificates           301,268    186,451    171,095
 Certificates greater than six months        4,081,112  3,928,004  3,194,256 
 Jumbo certificates                            930,813    710,217    556,200 
                                             ---------  ---------  ---------
                                             5,702,077  5,373,803  4,509,224 
Less:                                         
 Early withdrawal penalties                     19,747     28,350     23,077
                                             ---------  ---------  ---------
                                          $  5,682,330  5,345,453  4,486,147
                                             =========  =========  ========= 
  
   
At September 30, 1996 the rates on deposits were as follows: 
 
Negotiable orders of withdrawal	         	1.25            % 
Money market deposit accounts	            2.35 
Savings deposits			                       2.30 
Time deposits				                         2.75 - 6.25 
	 
<PAGE>
 
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary

(7)  Deposits (Cont'd) 
Accrued interest payable on all deposits at September 30,  
1996 and 1995 was $547,939 and $527,338, respectively, and  
is included in accrued expenses and other liabilities in the  
accompanying consolidated financial statements. 
 
As of September 30, 1996, and 1995, the Bank had no brokered  
deposits. 
 
The amount and maturities of all time deposits at September  
30, 1996 are as follows: 
 
     Year ending        
     September 30,    Amount 
     ------------   -----------
          1997    $ 20,247,486 
          1998      50,973,898 
          1999      16,686,964 
          2000       7,066,236 
          2001       1,506,940 
      After 2001       232,985 
                    -----------
                  $ 96,714,509 
                    ===========
             
           
(8)  Federal Home Loan Bank Advances 
Advances from the Federal Home Loan Bank at September 30 are 
summarized as follows: 
             
  Due during                             
  year ending      Interest             
 September 30,       Rates                1996         1995 
 -------------  ---------------        ----------   ----------
     1996       4.98% to 8.55%       $       -      4,448,000 
     1997       4.93% to 8.45%          4,000,000   4,000,000 
     1998       5.32% to 7.27%          4,500,000   2,000,000 
     1999       5.68% to 6.76%          2,100,000   1,000,000 
     2002           7.90%                 500,000     500,000 
                                       ----------  -----------
                                     $ 11,100,000  11,948,000 
                                       =========== ===========
 
The weighted average interest rate on Federal Home Loan Bank  
advances was 6.44% and 7.10% at September 30, 1996 and 1995,  
respectively. 
 
The Bank has the ability to borrow additional funds from the  
Federal Home Loan Bank.  The advances and any future  
borrowings are collateralized by certain qualifying real  
estate loans under a security agreement with the Federal  
Home Loan Bank.  Additionally, all stock of the Federal Home  
Loan Bank is pledged as collateral for the advances. 
 
<PAGE>
 
 NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
 
(9)  Other Borrowed Money 
The Company has a $1.0 million revolving line of credit with  
a financial institution expiring in May 1998 at an interest  
rate of prime plus one-half percent. The Company has pledged  
the outstanding stock of the Bank as collateral for the line  
of credit.  At September 30, 1996 and 1995, $92,000 and  
$192,000, respectively, were outstanding. 
 
 
 (10)  Intangible Assets 
Intangible assets at September 30 are summarized as follows: 
  
                                     1996        1995 
                                  ---------   ---------
Customer deposit base        $    1,802,560   1,802,560 
Cost in excess of net assets 
 acquired                           566,172     566,172 
                                  ---------   ---------
                                  2,368,732   2,368,732 
                                                   
Less accumulated amortization     1,092,200     960,464 
                                  ---------   ---------
                             $    1,276,532   1,408,268 
                                  =========   =========

The intangible assets were generated as a result of  the  
Company purchasing eight branches of another financial  
institution.   Such amounts are being amortized on a  
straight-line method over the estimated life (19 years) of  
the customer deposit base. Four of the eight acquired  
branches have been sold, three in 1991 and one in 1995.   
Accordingly, the unamortized intangible assets associated  
with the sold branches were expensed upon sale. 
 
 (11)  Stockholders' Equity and Regulatory Matters 
The Federal Deposit Insurance Corporation Improvement Act of  
1991 (FDICIA) was signed into law on December 19, 1991.   
Regulations implementing the prompt corrective action  
provisions of FDICIA became effective on December 19, 1992.   
In addition to the prompt corrective action requirements,  
FDICIA includes significant changes to the legal and  
regulatory environment for insured depository institutions  
including reductions in insurance coverage for certain kinds  
of deposits, increased supervision by the Federal regulatory  
agencies, increased reporting requirements for insured  
institutions, and new regulations concerning internal  
controls, accounting and operations. 
 
<PAGE> 
 
 NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
 
(11)  Stockholders' Equity and Regulatory Matters (Cont'd) 
The prompt corrective action regulations define specific  
capital categories based on an institution's capital ratios.   
The capital categories, in declining order, are "well  
capitalized," "adequately capitalized," "undercapitalized,"  
"significantly undercapitalized," and "critically  
undercapitalized."  Institutions categorized as  
"undercapitalized" or worse are subject to certain  
restrictions, including the requirement to file a capital  
plan with its primary Federal regulator, prohibitions on the  
payment of dividends and management fees, restrictions on  
executive compensation, and increased supervisory  
monitoring, among other things.  Other restrictions may be  
imposed on the institution either by its primary Federal  
regulator or by the Federal Deposit Insurance Corporation,  
including requirements to raise additional capital, sell  
assets, or sell the entire institution.  Once an institution  
becomes "critically undercapitalized,"  it must generally be  
placed in receivership or conservatorship within 90 days. 
 
To be considered "well capitalized," an institution must  
generally have a leverage ratio of at least 5%, a Tier 1  
risk-based capital ratio of at least 6%, and a total risk- 
based capital ratio of at least 10%.  An institution is  
deemed to be "critically undercapitalized" if it has a  
tangible equity ratio of 2% or less. 
 
While the Office of Thrift Supervision (OTS) and the  
Financial Institutions Reform Recovery and Enforcement Act  
of  1989 (FIRREA) minimum capital requirements were not  
changed by FDICIA,  an OTS regulated thrift rating will be  
determined using thresholds associated with the above  
capital categories.  OTS minimum capital requirements are  
1.5% tangible capital, 3% core capital, and 8% risk-based  
capital.  Therefore, an OTS-regulated thrift could meet all  
three of its OTS minimum capital requirements yet still be  
"undercapitalized" for purposes of prompt corrective action  
under FDICIA. 
 
At September 30, 1996, the Bank was in compliance with all  
such capital requirements.  The following table summarizes  
the regulatory capital requirements and the Bank's  
regulatory capital at September 30, 1996. 
 
              
                                             Minimum required          
                                            regulatory capital        
                Regulatory capital             under FIRREA   
               -------------------         ---------------------
                             % of                          % of 
                 Amount     assets           Amount       assets 
               ----------   ------         -----------    ------       
Tangible     $ 10,619,000    7.31%          2,179,000      1.50% 
Core           11,896,000    8.12%          4,397,000      3.00% 
Risk-based     12,851,000   10.51%          9,781,000      8.00% 
           
At September 30, 1996,  the Bank's tangible, core, and risk- 
based regulatory capital exceeded the minimum required  
regulatory capital under FIRREA by $8,440,000, $7,499,000  
and $3,070,000, respectively;  furthermore,  the Bank was  
categorized as "well capitalized" under the aforementioned  
FDICIA requirements. 
 
<PAGE> 
 
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
 
(11)  Stockholders' Equity and Regulatory Matters (Cont'd) 
 A reconciliation of stockholder's equity of the Bank as  
disclosed in note 18 to regulatory capital amounts at  
September 30, 1996 follows: 
  
                              Tangible      Core     Risk-based 
                             ----------  ----------  ----------
                                        (unaudited)     
Stockholder's equity as 
 reported in Note 18      $  11,896,000  11,896,000  11,896,000 
Less qualifying 
 intangible assets           (1,277,000)       -           - 
Plus general loan loss
 reserves                          -           -        955,000 
                             ----------  ----------  ----------
                          $  10,619,000  11,896,000  12,851,000
                             ==========  ==========  ==========
 
In 1992 the Bank entered into a supervisory agreement with  
the OTS.  The agreement required the Bank to submit to the  
OTS a written plan to improve the Bank's record of  
compliance with applicable federal consumer protection laws  
and regulations.  Effective May 20, 1996, the OTS released  
the Bank from this supervisory agreement. 
 
  
(12) Income Taxes                         
The components of income tax expense (benefit) attributable  
to income from continuing operations are as follows: 
  
 
                            1996      1995      1994 
                          -------   -------   -------
Federal:  Current      $  651,665  742,356    493,666 
         Deferred        (287,279)  29,959     31,173 
                          -------   -------   -------
                          364,386   772,315   524,839 
State:  Current              -         -         -
                          -------   -------   -------
                       $  364,386   772,315   524,839 
                          =======   =======   =======
              
The difference between the actual total provision for income taxes 
and income taxes computed at the Federal statutory rate of 34% is as 
follows: 
             
                                            1996      1995      1994 
                                          -------   -------   -------
Computed "expected" tax expense        $  382,756   696,797   539,585 
Increase (Decrease) resulting from:       
 Amortization of intangibles               12,534    10,574    10,574 
 Tax exempt income                         (7,957)   (8,298)   (8,182) 
 Other, net                               (22,947)   73,242   (17,138) 
                                          --------  --------  --------
                                       $  364,386   772,315   524,839 
                                          ========  ========  ========
<PAGE>
  
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary
         
 (12) Income Taxes (Cont'd) 
The tax effects of temporary differences that give rise to  
significant portions of the deferred tax assets and deferred  
tax liabilities as of September 30, 1996 and 1995 are  
presented below: 
 
                                                 1996      1995 
                                                -------   -------             
Deferred tax assets:
 Allowance for loan losses                 $    267,021   315,000 
 Deferred loan fees                               6,553    22,586 
 SAIF assessment accrual                        276,237      - 
                                               -------   -------             
Total gross deferred tax assets                549,811   337,586 
 Less valuation allowance                          -         - 
                                               -------   -------             
Net deferred tax assets                        549,811   337,586 
                                               -------   -------
                                                  
Deferred tax liabilities:                  
 Depreciation                                   71,265   146,319 
 FHLB stock dividends                          240,379   240,379 
                                               -------   -------             
Total deferred tax liabilities                 311,644   386,698 
                                               -------   -------             
                                            
Net deferred tax assets (liabilities)     $    238,167   (49,112) 
                                               =======   ========

In assessing the realizability of deferred tax assets,  
management considers whether it is more likely than not that  
some portion or all of the deferred tax assets will not be  
realized.  The ultimate realization of deferred tax assets  
is dependent upon the generation of future taxable income  
during the periods in which those temporary differences  
become deductible.  Management considers the scheduled  
reversal of deferred tax liabilities, projected future  
taxable income, and tax planning strategies in making the  
assessment. 
 
Prior to January 1, 1996, under the Internal Revenue Code  
("Code") the Company was allowed a special bad debt  
deduction related to additions to tax bad debt reserves  
established for the purpose of absorbing losses.  The  
provisions of the Code permitted the Company to deduct from  
taxable income an allowance for bad debts based on the  
greater of a percentage of taxable income before such  
deductions or actual loss experience.  Retained earnings at  
September 30, 1996 include approximately $248,000 for which  
no deferred Federal income tax liability has been  
recognized.  The amounts represent an allocation of income  
for bad debt deductions for tax purposes only.  Reduction of  
amounts so allocated for purposes other than tax bad debt  
losses or adjustments arising from carry back of net  
operating losses would create income for tax purposes only,  
which would be subject to the then current corporate income  
tax rate. 
 
On August 20, 1996, President Clinton signed legislation  
which will eliminate the percentage of taxable income bad  
debt deduction for thrift institutions for tax years  
beginning after December 31, 1995.  This new legislation  
also requires a thrift to generally recapture the excess of  
its current tax reserves over its 1987 base year reserves.   
As the Company has previously provided deferred taxes on  
this amount, no additional financial statement tax expense  
should result from this new litigation. 

<PAGE> 

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary

(13)  Leases 
On September 28, 1987, the Bank entered into a sale- 
leaseback of one of its branches.  The facility has been  
capitalized and the related obligation is recorded in other  
liabilities in the accompanying financial statements based  
on the present value of future minimum lease payments.  The  
lease term expires August 28, 2007. 
 
The present value of future minimum capital lease payments  
as of September 30, 1996, are: 
  
       Year ending                       
      September 30, 
      -------------                      
          1997                $    39,348 
          1998                     39,348 
          1999                     39,348 
          2000                     39,348 
          2001                     39,348 
          2002 and later years    236,088 
                                  -------  
   Total minimum lease payments   432,828 
   Less amount representing 
    interest at 10%               170,924 
                                  -------           
Present value of future minimum 
 capital lease payments      $    261,904 
                                  =======       
           
The Bank is obligated under various noncancelable operating 
leases, primarily for operating facilities that expire over the 
next fifteen years.  The future minimum lease payments under 
these operating leases as of September 30, 1996 are as follows: 
             
        Year ending                        
       September 30,
       --------------                       
          1997                $    50,480 
          1998                     25,000 
          1999                     25,000 
          2000                     25,000 
          2001                     25,000 
          2002 and later years     70,313 
                                  --------
       Total future minimum 
        lease payments        $   220,793 
                                  ======= 

 Total rent expense was approximately $75,000, $16,000, and  
$22,000 for the years ended September 30, 1996, 1995, and  
1994, respectively. 
 
 
(14) Sale of Branch 
Effective September 22, 1995, the Bank completed the sale of  
its Alma branch, which had deposits of $6,660,144, loans  
receivable of $3,247,943, and net premises and equipment of  
$270,163.  This transaction resulted in a gain of $122,043  
which is reported separately in the accompanying  
consolidated statement of operations. 
 
<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary

(15) Employee Benefit Plans 
Effective October 1, 1992, the Company adopted a 401(k)  
Profit Sharing Plan, (the Plan) which covers substantially  
all of its employees. The Company matches 50% of employee  
contributions  
to the Plan, up to 3% of an employee's salary.  The Company  
contributed $27,376, $28,852, and $30,517 to the Plan in  
1996, 1995, and 1994, respectively. 
 
Effective September 30, 1995, the Company adopted an  
Employee Stock Purchase Plan which covers substantially all  
of its employees.  The Company buys its stock in the open  
market for the employees.  Employees pay 85% of the price at  
which the Company buys the stock.  During 1996,  
approximately 6,500 shares were purchased by employees.  As  
a result of such employee stock purchases, the Company  
incurred employee benefits expense of approximately $11,000  
in 1996. 
 
(16)  Stock Option Plan 
The Company has a nonqualified Stock Option Plan (the Option  
Plan).  The remaining number of shares of stock reserved  
under  the Option Plan is 304,274.  The shares will be  
available for future issuance upon the exercise of stock  
options to be granted to officers and key employees of the  
Company under the Option Plan.  The following is a summary  
of activity in the Option Plan for the periods indicated. 
 
Such amounts have been adjusted to reflect 50% stock  
dividends accounted for as  3 for 2 stock splits declared in  
each of fiscal 1996 and 1994. 
 
                                    1996      1995      1994 
                                   -------    -------   -------    
Options outstanding at beginning 
 of period                        349,274     154,274   165,524 
Options granted                      -        195,000      - 
Options canceled                     -           -         - 
Options exercised                 (45,000)       -      (11,250) 
                                   -------    -------   -------    
Options outstanding at end 
 of period                        304,274     349,274   154,274 
                                  ========    =======   =======
Option prices per share:                      
Options granted during period        -     $4.33-4.77      - 
Options canceled                     -          -          -
Options exercised               $1.45-2.44      -        $2.44 
Options outstanding at end 
of period                       $2.22-4.77 $1.45-4.77 $1.45-2.44 
  
At September 30, 1996, 189,468 of the options can be  
exercised. 
 
(17)  Net Income Per Share 
Net income per share is based on weighted average shares and  
share equivalents of 2,167,181, 2,043,894, and 2,047,367  
during the years ended September 30, 1996, 1995 and 1994,  
respectively.  The dilutive effect of stock options has been  
considered in the computation of equivalent shares and is  
included from the respective dates of grant.  Net income per  
share and weighted average shares and equivalent shares  
outstanding have been retroactively restated to reflect the  
50% stock dividends accounted for as  3 for 2 stock splits   
that occurred during each of  fiscal 1996 and 1994. 
 
<PAGE>

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary

(18)  Condensed Financial Information of First Georgia  
      Holding, Inc. (Parent Only) 
First Georgia Holding, Inc., was organized December 16,  
1987.  The following represents parent  company only condensed
financial information. 
 
                                               September 30,
                                          -----------------------
Condensed Balance Sheets                     1996        1995       
                                          ----------   ----------              
Assets                                        
Cash                                    $     34,447        7,486           
Other assets                                  76,883         -          
Investment in subsidiary (note 11)        11,896,366   11,309,500
                                          ----------   ----------              
  Total assets                          $ 12,007,696   11,316,986    
                                          ==========   ==========
                                                        
           
Liabilities and Stockholders' Equity          
                                         
Liabilities                                   
Other borrowed money (note 9)           $     92,000      192,000          
Stockholders' Equity                          
 Common stock                              2,034,962    1,989,962       
 Additional paid-in-capital                5,239,851    5,122,843        
 Retained earnings                         4,640,883    4,012,181   
                                          ----------   ----------              
Total liabilities and stockholders' 
equity                            $       12,007,696   11,316,986            
                                          ==========   ==========    
          
                                                        
          
                                           Years ended September 30,
                                        ---------------------------------
Condensed Statements of Operations        1996         1995      1994 
                                        ---------   ---------   ---------  
Dividends from bank subsidiary       $    194,000     215,000      84,000 
                                                             
Expenses                                  (19,500)    (27,807)    (25,249) 
                                        ---------   ---------   --------- 
Income before equity in undistributed 
 income of bank subsidiary                174,500     187,193      58,751 
                                                        
Equity in undistributed income of bank 
subsidiary                                586,866   1,089,895   1,003,426 
                                        ---------   ---------   ---------
Net income                           $    761,366   1,277,088   1,062,177 
                                         ========   =========   =========
          
<PAGE>             
      
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary     
             
(18)  Condensed Financial Information of First Georgia Holding, 
      Inc. (Parent Only) 
             
Condensed Statements of Cash Flows            
                                    
Cash flows from operating activities:      1996        1995       1994
                                          -------    -------    -------
Net income                           $    761,366  1,277,088  1,062,177 
Adjustments to reconcile net income 
 to net cash provided by operating 
 activities:         
 Equity in undistributed income 
 of bank subsidiary                      (586,867)(1,089,895)(1,003,426) 
(Decrease) Increase in accounts 
  payable                                    -       (79,725)    62,925 
                                         --------- ---------  ----------
Net cash provided by operating 
 activities                               174,499    107,468   121,676 
                                         --------- ---------  ----------
Cash flows from financing activities:         
 Dividends paid on common stock          (132,664)   (79,598)  (61,560) 
 Net proceeds from exercise of stock 
  options                                  85,125       -       27,500 
 Repayments of other borrowed money      (100,000)   (48,000)  (60,000) 
                                         ---------  --------- ----------
Net cash used in  financing activities   (147,539)  (127,598)  (94,060) 
                                         ---------  --------- ----------
Increase (Decrease) in cash and cash 
 equivalents                               26,960    (20,130)   27,616 
Cash and cash equivalents at beginning of  
 year                                       7,486     27,616      - 
                                         ---------  --------- ----------
Cash and cash equivalents at end of  
 year                                  $   34,447      7,486    27,616 
                                         =========  ========= ==========
          
  
The primary source of funds available to the parent company  
to pay shareholder dividends and other expenses is dividends  
from its subsidiary bank.  Regulatory agencies impose  
restrictions on the amounts of dividends that may be  
declared by the subsidiary bank and requires maintenance of  
minimum capital amounts (see note 11). The amount of cash  
dividends available from the subsidiary bank for payment in  
1997, upon regulatory approval, is approximately $3,070,000.   
As a result, at September 30, 1996, approximately $8,826,000  
of the parent company's investment in the Bank was  
restricted as to dividend payments from the Bank to the  
parent company under the foregoing regulatory limitations. 
 
 (19)  Commitments and Contingencies 
The Bank is involved in various claims and legal actions  
arising in the ordinary course of business.  In the opinion  
of management, the ultimate disposition of these matters  
will not have a material adverse effect on the Bank's or the  
Company's financial position or results of operations. 
 
<PAGE>
 
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary 
 
(20) Pending Branch Sale 
In July 1996, the Bank signed a letter of intent to sell its  
branch located in Hinesville Georgia to a local bank in that  
area. The sale of approximately $8,400,000 in deposits and  
$340,000 in premises and equipment is expected to close  
during the first quarter of 1997, subject to regulatory  
approval. 
 
 
(21) Fair Value of Financial Instruments 
SFAS 107, Disclosures About Fair Value of Financial  
Instruments, requires disclosure of fair value of financial  
instruments, whether or not recognized on the face of the  
balance sheet, for which it is practicable to estimate that  
value.  In cases where quoted market prices are not  
available, fair values are based on estimates using present  
value or other valuation techniques.  Those techniques are  
significantly affected by the assumptions used, including  
the discount rate and estimates of future cash flows.  In  
that regard, the derived fair value estimates cannot be  
substantiated by comparison to independent markets and, in  
many cases, could not be realized in immediate settlement of  
the instrument.  These estimates are subjective in nature  
and involve uncertainties and matters of significant  
judgment and, therefore, cannot be determined with  
precision.  Changes in assumptions would significantly  
affect the estimates.  SFAS 107 excludes certain financial  
instruments and all nonfinancial instruments from its  
disclosure requirements.  Fair value estimates are based on  
existing on and off-balance sheet financial instruments  
without attempting to estimate the value of anticipated  
future business and the value of assets and liabilities that  
are not considered financial instruments.  In addition, the  
tax ramifications related to the realization of the  
unrealized gains and losses can have a significant effect on  
fair value estimates and have not been considered in any of  
the estimates.  Accordingly, the aggregate fair value  
amounts presented do not represent the underlying value of  
the Company. 
 
The following methods and assumptions were used by the  
Company in estimating its fair value disclosures for  
financial instruments. 
 
Cash and due from banks, interest-bearing deposits in other  
financial institutions, accrued interest receivable: The  
carrying amounts approximate those assets' fair values  
because of their short-terms to maturity. 
 
Investment securities: Fair values for investment securities  
are based on quoted market prices, where available.  If  
quoted market prices are not available, fair values are  
based on quoted market prices of comparable instruments. 
 
Loans: For variable-rate loans that reprice frequently and  
are of normal credit risk, fair values are considered to  
approximate carrying values.  The fair values for all other  
loans are estimated using discounted cash flow analyses,  
using interest rates currently being offered for loans with  
similar terms to borrowers of similar credit quality. 
 
Off-balance sheet instruments: Fair values for the Company's  
off-balance sheet instruments are based on a comparison with  
terms, including interest rate and commitment periods  
currently being offered in similar agreements, taking into  
account credit worthiness of the counter parties.  The  
carrying and fair values of off-balance-sheet instruments at  
September 30, 1996, are the same based on the fact that the  
Company generally does not offer lending commitments to its  
customers for long periods and, therefore, the underlying  
rates of the commitments approximate market rates. 
 
<PAGE> 

NOTES TO CONSOLIDATE FINANCIAL STATEMENTS (CONT'D)
First Georgia Holding, Inc. and Subsidiary 
 
(21) Fair Value of Financial Instruments(Cont'd) Deposits:  
Fair values for fixed-rate certificates of deposits are  
estimated using a discounted cash flow calculation that  
considers interest rates currently being offered on  
certificates of similar terms to maturity.  The carrying  
amounts of all other deposits, due to their nature,  
approximate their fair value. 
 
Federal Home Loan Bank advances: Fair values for fixed-rate  
borrowings from the Federal Home Loan Bank are estimated  
using a discounted cash flow calculation that considers  
interest rates currently being offered on advances  of  
similar terms to maturity.  
 
Other Borrowed Money: The carrying amount of the note  
payable, which has a variable rate, is assumed to  
approximate its fair value. 
 
The following is a summary of the Company's financial  
instruments at September 30, 1996: 
  
                                      Carrying     Estimated 
                                       value      fair value 
                                   -----------   -----------
Assets:                   
Cash and due from banks        $     2,956,328     2,956,328 
                                   ===========   ===========   
Interest bearing deposits in other 
 financial institutions              2,954,350     2,954,350 
                                   ===========   ===========   
                               
Investment securities               10,325,537    10,208,744 
                                   ===========   ===========   
                               
Loans                              122,431,469   125,114,586 
                                   ===========   ===========   
                               
Liabilities:                   
Deposits                    
 Noninterest bearing                 6,266,901     6,266,901 
                                   ===========   ===========   
                                    
Interest bearing demand 
 and savings                        18,573,047    18,573,047 
                                   ===========   ===========   
                               
Time certificates                   96,714,509    97,988,140 
                                   ===========   ===========   
                               
Federal Home Loan Bank advances     11,100,000    11,083,890 
                                   ===========   ===========   
                               
Other borrowed money                    92,000        92,000 
                                   ===========   ===========   

<PAGE> 
 
INDEPENDENT AUDITORS' REPORT 
 
 
 
 
The Board of Directors and Stockholders					
		 
First Georgia Holding, Inc.						
	 
Brunswick, Georgia							 
							 
We have audited the accompanying consolidated balance sheets  
of First Georgia Holding, Inc. 
and subsidiary as of September 30, 1996 and 1995, and the  
related consolidated statements of operations, stockholders'  
equity, and cash flows  for each of the years in the three- 
year period ended September 30, 1996.  These consolidated  
financial statements are the responsibility of the Company's   
management.  Our responsibility is to express an opinion on  
these consolidated financial statements based on our audits.			
			 
							 
We conducted our audits in accordance with generally  
accepted auditing standards.  Those  
standards require that we plan and perform the audit to  
obtain reasonable assurance about  
whether the financial statements are free of material  
misstatement.  An audit includes examining, on a test basis,  
evidence supporting the amounts and disclosures in the  
consolidated financial statements.  An audit also includes  
assessing the accounting principles used and significant  
estimates made by management, as well as evaluating the  
overall financial statement presentation.  We believe that  
our audits provide a reasonable basis for our opinion. 		 
							 
In our opinion, the consolidated financial statements  
referred to above present fairly, in all material respects,  
the financial position of First Georgia Holding, Inc. and  
subsidiary at September 30, 1996 and 1995, and the results  
of their operations and their cash flows for each of the  
years in the three-year period ended September 30, 1996, in  
conformity with generally accepted accounting principles.			
				 
							 
							 
							 
							 
							 
							 
							     KPMG Peat  
Marwick LLP 
Atlanta, Georgia							 
November 1, 1996 
  
<PAGE>

SELECTED CONSOLIDATED                         
FINANCIAL AND OTHER DATA                      
First Georgia Holding, Inc.                   
     
Selected consolidated financial data is presented below as of and for 
 each of the years in the five-year period ended September 30, 1996.    
                              
                                                        
     
                    (Dollars in thousands, except per share data) 
                        
                                         September 30,  
                   -----------------------------------------------------
                      1996      1995      1994      1993        1992 
                   --------  --------   --------  ----------  ----------
Balance Sheet Data:                           

Total assets      $ 146,915    132,742    133,870   133,105    139,587 
Loans receivable, 
 net              $ 122,431    110,432    113,579   113,420    118,084 
Total investments $  10,326      9,181      7,511     7,070      7,001 
Deposits          $ 121,554    106,528    103,407   106,736    115,739 
Borrowings        $  11,192     12,140     17,988    15,748     13,898 
Stockholders' 
 equity           $  11,916     11,125      9,927     8,899      8,065 
Book value 
 per share        $    5.85       5.59       4.99      4.50       4.08 
Number of shares 
 outstanding      2,034,962  1,989,962  1,989,962 1,978,712  1,978,712 
                                                        
     
                                                        
     
                                       Year Ended                      
                                      September 30,                       
                   -----------------------------------------------------
                      1996      1995      1994      1993        1992 
                   --------  --------   --------  ----------  ----------
Income Statement Data:                        
Interest income    $ 11,794    11,626     10,213      10,807      12,008 
Interest expense      6,549     6,407      5,544       6,039       7,318 
                   --------  --------   --------  ----------  ----------
Net interest income   5,245     5,219      4,669       4,768       4,690 
Provision for loan 
 losses                  48       214         39         171         300 
Other income          1,004     1,268      1,198       1,051       1,308 
Other expense         4,347     4,224      4,241       4,551       4,706 
SAIF special 
 assessment             727       -          -           -           - 
                   --------  --------   --------  ----------  ----------
Income before 
 income taxes and                
 cumulative change
 in accounting 
 principle            1,127     2,049      1,587       1,097         992 

Income tax expense      364       772        525         435         375 
                   --------  --------   --------  ----------  ----------
Income before 
cumulative                      
effect of a change 
in accounting           
principle               763     1,277      1,062         662         617 
                                                        
Cumulative effect 
of a change              
in accounting 
principle               -         -         -            216         - 
                   --------  --------   --------  ----------  ----------

     
Net income         $   763      1,277      1,062         878         617 
                   =======   ========   ========  ==========  ========== 
     
Income per share 
before cumulative 
effect of a change              
in accounting 
principle         $  0.35       0.62        0.52       0.33        0.31 
                                                        
     
Cumulative effect 
of a change in              
accounting principle    -         -           -        0.12         - 
                   --------  --------   --------  ----------  ----------
Net income 
 per share      $    0.35       0.62        0.52       0.45         0.31 
                   =======   ========   ========  ==========  ==========
                                                        
     
                                                        
     
                                        At or For                           
                                       Year Ended        
                                      September 30,                       
                   -----------------------------------------------------
                      1996      1995      1994      1993        1992 
                   --------  --------   --------  ----------  ----------
Other Data:                                   
Net income to 
 average assets       0.55%     0.95%      0.79%       0.64%       0.43% 
Net income to 
 average equity       6.52%    11.88%     11.04%      10.36%       7.96% 
Average equity to 
 average assets       8.40%     8.01%      7.41%       6.53%       5.66% 
Number of 
full-service offices     8         6          7           7           7 
                                                        

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS
First Georgia Holding, Inc. and subsidiary

    General 
First Georgia Holding, Inc. (the Company) was organized in  
1987 to acquire the outstanding common stock of First  
Georgia Bank, F.S.B. (the Bank or First Georgia).  On April  
30, 1988, the Company became the sole shareholder of the  
Bank and issued its stock to the former Bank shareholders.   
Management's Discussion and Analysis which follows, relates  
primarily to the Bank since the Company has not had material  
operations since it was organized. 
  
First Georgia's net income depends on (a) its net interest  
income, which is the difference between its interest income  
from loans and investments and its interest expense on  
deposits and borrowings, (b) its non-interest income, which  
consists principally of fee income generated by First  
Georgia's retail banking operations, and (c) its non- 
interest expenses, such as employee salaries and benefits.   
Interest income on loans and investments (yield) is a  
function of the average balances outstanding during the  
period and the average rates earned.  Interest expense (cost  
of funds) is a function of the average amount of deposits  
and borrowings outstanding during the period and average  
rates paid on such deposits and borrowings.  Retail banking  
fee income, consisting mainly of recurring fees collected  
for deposit-related services rendered by the Bank, varies  
with the volume of the Bank's retail banking business.  Non- 
interest expenses vary primarily with the number of  
employees, expansion of facilities and inflation. 
 
Capital Resources 
The following is a reconciliation at September 30, 1996 of  
the Bank's capital under generally accepted accounting  
principles to regulatory capital. 
  
First Georgia Savings Bank                  
 Stockholder's equity            $    11,896,000 
Less:                     
 Intangible assets                     1,277,000 
                                     ------------
           Tangible Capital           10,619,000 
                                     ------------
Plus:
 Qualifying intangible assets          1,277,000 
                                     ------------
            Core capital              11,896,000 
                                     ------------
Plus:                     
 General allowance for loan losses       955,000 
                                     ------------

             Risk-based capital  $    12,851,000 
           
Current regulations require financial institutions to have  
minimum regulatory tangible capital equal to 1.5% of  
adjusted assets, minimum core capital to adjusted assets of  
4% (the leverage ratio), and risk-based capital to risk- 
adjusted assets of 8.0%.  The minimum core capital or  
leverage ratio also may be increased by the Office of Thrift  
Supervision (the OTS) based on its assessment of  the  
institution's risk management systems and the level of  
overall risk in the individual institution.  At September  
30, 1996, the Bank was in compliance with its minimum  
capital requirements. 
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 
 
The Bank's regulatory capital and the required minimum  
amounts, at September 30, 1996, are summarized below. 
 
                     
                   Bank          Required           Excess          
                  Capital       Minimum Amount   (Deficiency)         
             ----------------  --------------  --------------
               %       $         %     $         %      $
             ----  ----------  ---- ---------  ---- ---------
Tangible 
 capital     7.31  10,619,000  1.50 2,179,455  5.81 8,439,545 
Core 
 capital     8.12  11,896,000  4.00 5,863,000  4.12 6,033,000 
Risk-based 
 capital    10.51  12,851,000  8.00 9,780,560  2.51 3,070,440 
  
  
 
 
As of September 30, 1996, the Bank exceeded all the required  
minimum capital amounts as demonstrated by the chart above.   
The Bank had strong earnings during the year which helped to  
strengthen its capital position.  The Company secured a line  
of credit from another financial institution for an amount  
not to exceed $1.0 million.  At September 30, 1996 the  
Company had $92,000 outstanding on that line at prime plus  
one-half percent, which it used to invest in  the Bank in  
prior years.  The Company secured this line of credit with  
all the outstanding stock of the Bank. 
 
The Federal Deposit Insurance Corporation Improvement Act  
(FDICIA) requires Federal banking agencies to take "prompt  
corrective action" with respect to institutions that do not  
meet minimum capital requirements.  In addition  to the  
ratios described above, FDICIA introduced an additional  
capital measurement, the Tier 1 risk-based capital ratio.   
The Tier 1 ratio is the ratio of Tier 1 or core capital to  
total risk-adjusted assets.  FDICIA establishes five capital  
tiers:  "well capitalized," "adequately capitalized,"  
"undercapitalized," "significantly undercapitalized," and  
"critically undercapitalized."  The five capital tiers  
established by FDICIA and the regulator's minimum  
requirements for each are summarized below. 
 
  
             		      Total 	           Tier 1 
              			    Risk-Based      Risk-Based
	               		   Capital Ratio	 Capital Ratio	Leverage Ratio 
                     -------------   -------------    --------------
Well capitalized	    10% or above	   6% or above      5% or above 
Adequately 
 capitalized    	     8% or above    4% or above      4% or above 
Undercapitalized      Less than 8%   Less than 4%     Less than 4% 
Significantly 
 undercapitalized     Less than 6%   Less than 3%     Less than 3% 
Critically 
 undercapitalized         -                -	        2% or less 
 
 
An institution may be deemed to be in a capitalization  
category lower than is indicated by its capital position  
based on safety and soundness considerations other than  
capital levels.  
 
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 
 
At September 30, 1996, the Bank's total risk-based ratio,  
tier 1 risk-based ratio and leverage ratio were 
 
 
10.51%, 9.73%, and 8.12%, respectively, placing the Bank in  
the well capitalized category under FDICIA  for each ratio.    
  
Liquidity 
First Georgia has traditionally maintained levels of  
liquidity in excess of levels required by regulatory  
authorities.  As a member of the Federal Home Loan Bank  
system, the Bank is required to maintain a daily average  
balance of cash and eligible liquidity investments in an  
amount equal to a monthly average of 5% of withdrawable  
savings and short term borrowings.  The Bank's liquidity  
level was 3.94% and 6.10% at September 30, 1996 and 1995,  
respectively.  
 
The Bank's operational needs, demand for loan disbursements  
and savings withdrawals can be met by loan principal and  
interest payments, new deposits and excess liquid assets.   
While significant loan demand, deposit withdrawal, increased  
delinquencies and increased foreclosed properties could  
alter this condition, the Bank has sufficient borrowing  
capacity through Federal Home Loan Bank advances and other  
short term borrowings to manage such an occurrence.   
Management does not foresee any liquidity problems for 1997. 
 
Asset/Liability Management 
First Georgia has implemented a program of asset/liability  
management to limit the Bank's vulnerability to material and  
prolonged increases in interest rates (interest rate risk).   
The principal determinant of the exposure of the Bank's  
earnings to interest rate risk is the difference in the time  
between interest rate adjustments or maturities on interest- 
earning assets and interest rate adjustments or maturities  
of interest-bearing liabilities.  If the maturities of the  
Bank's assets and liabilities were perfectly matched and if  
the interest rates earned on its assets and paid on its  
liabilities moved concurrently, which is not the case, the  
impact on net interest income of rapid increases or  
decreases in interest rates would be minimized.  The Bank's  
asset/liability management policy seeks to increase the  
adjustability of the interest rates earned on its assets and  
paid on its liabilities and to match the maturities of its  
interest-earning assets and interest-bearing liabilities so  
that the Bank will be able to restructure and reprice its  
asset portfolio in a relatively short period to correspond  
to changes in its cost and flow of funds.  The Bank's policy  
also seeks to encourage the flow of deposits into longer  
term certificates during periods of lower interest rates and  
to emphasize shorter term accounts during periods of high  
rates.  During fiscal 1996, the Bank actively managed its  
interest rate risk by limiting its lending to short-term  
fixed rate balloon notes or adjustable rate loans and  
lengthening the maturity on its deposits. 
 
It is a policy of First Georgia not to originate for its own  
portfolio any long term fixed rate mortgage loans.  This  
allows First Georgia to better match the maturities of its  
assets and liabilities, thereby limiting interest rate risk.   
Similarly, the Bank emphasizes the origination of commercial  
real estate loans, construction loans, consumer loans and  
commercial loans with either adjustable rates or short  
maturities. 
 
The interest rate sensitivity of the Bank's assets and  
liabilities provides an indication of the extent to which  
the Bank's net interest income may be affected by interest  
rate movements.  The concept of interest rate sensitivity  
recognizes that certain assets and liabilities have interest  
rates that are subject to change prior to maturity.  One  
method of measuring the impact of interest rate changes on  
net interest income is to measure, in a number of time  
frames, the interest sensitivity gap by subtracting interest  
rate sensitive liabilities from interest rate sensitive  
assets.  A gap is considered positive when the amount of  
interest rate sensitive assets exceeds the amount of  
interest rate sensitive liabilities, and is considered  
negative when the amount of interest rate sensitive  
liabilities exceeds the amount of interest rate sensitive  
assets.  Generally, during a period of rising interest  
rates, a negative gap would adversely affect net interest  
income while a positive gap would result in an increase in  
net interest income, while conversely during a period of  
falling interest rates, a negative gap would result in an  
increase in net interest income and a positive gap would  
negatively affect net interest income.  To the extent that  
the gaps are close to zero, net interest income can be  
considered to be relatively immune from interest rate  
movements.  The following table sets forth the Bank's  
interest-earning assets and interest-bearing liabilities at  
September 30, 1996.  The information presented, however, may  
not be indicative of actual future trends of net interest  
income in rising or declining interest rate environments. 
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 

                                                   (in thousands)
                                           Over One Over Five Over Ten
                                            Through  Through  Through   Over 
                                   One Year   Five      Ten   Twenty   Twenty
                                    or Less  Years     Years   Years    Years 
                                    -------  ------    -----   -----    ------
Interest-earning assets (IEA's):              
 Taxable investments             $    7,202     786     1,853    484     - 
 Interest earning deposits            2,954      -        -       -      - 
 Loans                               90,523  25,976     1,449   3,128   2,360 
                                    -------  ------    -------  ------ -------
  Total                             100,679  26,762     3,302   3,612   2,360 
                                    -------  ------    -------  ------ -------
               
Interest-bearing liabilities (IBL's):         
                                                  
Savings deposits                      4,565      -        -       -      - 
Other time deposits                  20,247  76,234       233     -      - 
Demand deposits                      20,275      -        -       -      - 
Debt                                  4,092   6,600       500     -      - 
                                    -------  ------    -------  ------ -------
 Total                               49,179  82,834       733     -      - 
                                    -------  ------    -------  ------ -------
                
Interest sensitivity gap         $   51,500 (56,072)    2,569   3,612   2,360 
                                    =======  ======    =======  ======  ======
Cumulative gap                   $   51,500  (4,572)   (2,003)  1,609   3,969 
                                    =======  ======    =======  ======  ======
Ratio of IEA's to IBL's                2.05    0.32      4.50     -      - 
                                    =======  ======    =======  ======  ======
Cumulative ratio of IEA's to IBL's     2.05    0.97      0.98    1.01    1.03 
                                    =======  ======    =======  ======  ======

                                                        
 
 
  
 
 
COMPARISON OF YEARS ENDED SEPTEMBER 30, 1996 AND 1995 
 
					RESULTS OF OPERATIONS 
 
GENERAL 
First Georgia Holding, Inc. reported Net Income of $761,366  
in 1996, a decrease of $515,722.  This decrease is due  
primarily to the special one time SAIF assessment of  
$727,704. Net Income before this one time assessment is  
$1,212,833.  Net Interest Income after Provision for Loan  
Losses increased a total of $191,592.  Other Income  
decreased by a total of $264,919, and other expenses,  
exclusive of the SAIF assessment, increased $122,620.  
Several factors as discussed below contributed the increases  
and decreases in these areas. 

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 

INTEREST INCOME
Total Interest Income increased $167,579 for the year, or  
1.44%.  The major portion of this rise in Interest Income  
was in loans where Interest Income from Loans increased  
$114,442 or 1.05%.  Average loans increased $1,610,772  
during the  year ended September 30, 1996, resulting in  
higher interest income.  Mortgage-backed securities interest  
income increased $110,662, or 52.41%  and investment  
securities income increased by a total of $82,061 or 27.74%.  
Because of increased deposit balances and the maturing of  
some investments, the Bank was able to shift funds to higher  
yielding investments.  These investments carry a variable  
rate of interest that will tend to move slower than other  
rates.  Management feels that such investments are prudent  
because they tend to protect the Bank from wide interest  
rate swings.  Other Interest Income decreased by $139,586,  
or 56.37%, as the Bank shifted funds from its interest  
earning deposits to the higher earning investment  
securities.  
 
INTEREST EXPENSE 
Total Interest Expense increased $142,025, or 2.22% for the  
year.  The increase is attributable to an increase in  
average deposits of $4,453,923.  In anticipation of the sale  
of the Hinesville branch, the Bank offered competitive rates  
to attract more deposits, which also increased interest  
expense.  Interest Expense on Advances and Other Borrowings  
fell $194,852, or 18.35% as the Bank was able to pay down  
the principal on its line of credit by $100,000.  The Bank  
also paid several advances,  as indicated by the drop in the  
average balance of advances outstanding by $2,577,660. 
 
YIELDS EARNED AND RATES PAID 
Net interest income is affected by (a) the difference  
between rates of interest earned on interest-earning assets  
and rates  of interest paid on interest-bearing liabilities  
(interest rate spread) and (b) the relative amounts of  
interest-earning assets and interest-bearing liabilities.   
When interest-earning assets approximate or exceed interest- 
bearing liabilities, any positive interest rate spread will  
generate net interest income.  Financial  institutions have  
traditionally used interest rate spreads as a measure of net  
interest income.  Another indication of an institution's net  
interest income is its "net yield on interest-earning  
assets" which is net interest income divided by average  
interest- earning assets.  The following table sets forth  
information with respect to weighted average contractual  
yields on loans, yields on investments and the cost of funds  
on deposits and borrowings for and as of the end of the  
periods indicated. 
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 

                                  Year Ended             At    
                                 September 30,       September 30, 
                           -------------------------  ----------
                                 (in percentages)                    
                            1996      1995      1994      1996 
                           -----     -----     -----     -----      
Weighted average yield on:                    

Loans                       9.35      9.77      8.71      9.20 
Taxable 
 investment securities      7.35      6.22      3.76      6.03 
Interest earning deposits 
 in other banks             5.89      7.24      3.50      5.41 
                           -----     -----     -----     -----     
Total weighted average 
 yield on all 
 interest-earning assets    9.15      9.46      8.26      9.04 
                           -----     -----     -----     -----     

Weighted average rate 
 paid on:                
                    
Deposits                    5.35      4.95      4.22      5.05 
Short term debt             7.27      5.90      3.25      7.12 
Long term debt              6.63      6.82      6.76      6.36 
                           -----     -----     -----     -----     
Total weighted average 
 rate paid on all    
 interest-bearing 
 liabilities                5.23      5.29      4.55      5.08 
                           -----     -----     -----     -----      
Weighted average interest 
 rate spread (spread 
 between weighted average 
 yield on all 
 interest-earning assets 
 and rate paid on all                                  
 interest-bearing 
 liabilities)               3.92      4.17      3.71      3.96 
                           ======    ======    =====     =====

Net yield on average 
 interest-earning assets  
(net interest income as 
 a percentage of average 
 interest-earning assets)   4.07      4.04      3.81      N/A 
                            ======    ======    =====     =====

 
 
  
PROVISION FOR LOAN LOSSES 
The provision for loan losses is based on management's  
evaluation of the risk elements inherent in the loan  
portfolio.  The elements include possible declines in the  
value of collateral due to changing economic conditions and  
depreciation over time, size and composition of the loan  
portfolio, current economic conditions that might affect a  
borrower's ability to pay, review of specific problem loans,  
findings and recommendations from regulatory examinations,  
historical charge-off experience, and levels of non- 
performing and past due loans.  Management reviews these  
elements and determines the level of allowance for loan  
losses needed.  The $48,104 provision for loan losses  
recorded in 1996 represents management's desire to maintain  
a prudent level of coverage.  At September 30, 1996, the  
Bank believes its allowance for loan losses is adequate to  
provide for future losses.  Table 1 sets forth an analysis  
of non-accruing and past due loans as of September 30, 1994  
through 1996 while Table 2 provides an analysis of the  
allowance for loan losses, showing charge-offs and  
recoveries by type of loan as well as the addition to the  
allowance. 
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 
  
 Table 1      ANALYSIS OF NON-ACCRUING AND 
          PAST DUE LOANS                                
                                   As of September 30,  
                               -------------------------------
                                  1996      1995      1994 
                               ---------  ---------  ---------
Non-accruing Loans (1)                        
Real estate                                   
 Construction               $       -          -          - 
 First mortgage                1,766,929  1,876,110  2,375,112 
 Second mortgage                  19,764     82,918     49,169 
Consumer                         164,118    101,974    115,094 
                               ---------  ---------  ---------
Total non-accruing loans       1,950,811  2,061,002  2,539,375 
                               ---------  ---------  ---------

Past Due Loans (2)                            
Real estate                                           
 Construction                       -          -          - 
 First mortgage                     -       107,140    382,868 
 Second mortgage                    -          -          - 
Consumer                            -        21,990       - 
                               ---------  ---------  ---------
Total past due loans                -       129,130    382,868 
                               ---------  ---------  ---------
Total non-accruing and 
 past due loans             $  1,950,811  2,190,132  2,922,243 
                               =========  =========  =========
Percentage of total loans        1.58%      1.98%      2.57% 
                               =========  =========  =========
Real estate acquired 
 through foreclosure        $     94,200    206,334    240,281 
                               =========  =========  =========
Total non-accruing and 
 past due loans and 
 nonperforming assets.      $  2,045,011  2,396,466  3,162,524 
                               =========  =========  =========
--------------------------------------------------------------
(1) Non-accruing loans are loans for which unpaid interest 
    is not recognized in income.                         
(2) Past due loans are 90 days or more delinquent for which 
interest is still accruing.                            
         
<PAGE>      
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 
          
Table 2   ANALYSIS OF ALLOWANCE FOR LOAN LOSSES                 
                                                        
                                             Year Ended 
                                            September 30,
                                -------------------------------
                                   1996      1995      1994 
                                ---------  ---------  ---------
Beginning balance          $    1,003,569    983,058    968,784 
Loans charged-off:                            
 Real estate construction            -          -          - 
 Real estate mortgage             152,684    177,417     26,416 
 Consumer and other                56,602    100,696    111,365 
                                ---------  ---------  ---------
Total charge-offs                 209,286    278,113    137,781 
                                ---------  ---------  ---------

Recoveries:                                   
 Real estate construction            -          -          - 
 Real estate mortgage              46,547     22,632     29,053 
 Consumer and other                66,354     61,850     84,002 
                                ---------  ---------  ---------
Total recoveries                  112,901     84,482    113,055 
                                ---------  ---------  ---------
Net charge-offs                    96,385    193,631     24,726 
                                                        
Provision charged to 
 operations                        48,104    214,142     39,000 
                                ---------  ---------  ---------
Balance at end of period   $      955,288  1,003,569    983,058 
                                =========  =========  =========
Ratio of net charge-offs to 
 average loans outstanding         0.08%      0.17%      0.02% 
                                =========  =========  =========
Ratio of allowance to 
 total loans                       0.77%      0.90%      0.87% 
                                 =========  =========  =========

OTHER INCOME 
Other Income decreased $264,919, or 20.88% for the year.   
The previous year's gain from the sale of the Alma Branch,  
totaling $122,043, was absent this year, causing a portion  
of the decrease.  The Bank opened a new branch in Glynn  
county upon the sale of the Alma office, so the loss of fee  
income was not immediately offset as the new branch gained  
business.  Consequently, loan fees were down $68,358 or  
15.15% and deposit fees were down $45,885 or 7.63%.  The new  
branch is growing steadily and should soon generate fee  
income to replace that lost on the sale of the Alma branch.    
The Bank continued its efforts to bank only high quality  
accounts where non-sufficient fund fees were minimal. 
 
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 
 
OTHER EXPENSES 
Other Expenses increased $122,620, or 2.90% for the year,  
not including the one time SAIF assessment. The FDIC  
assessed each thrift institution an amount equal to 65.70  
basis points of the institutions deposits at March 31, 1995  
in order to recapitalize the SAIF Insurance Fund.  The  
assessment charged to this institution was $727,704.  The  
Bank's North Brunswick office opened in late October of  
1995.  While the branch has seen excellent growth, its  
income has not reached a level to offset the expense  
incurred in the organization of the branch.  Consequently,  
salaries expense increased $53,926 or 2.79% and net  
occupancy expense increased $48,065 or 5.31%.  Loss on the  
Sale of Foreclosed Property was down $17,969 because the  
Bank was able to keep its foreclosed real estate to a  
minimum for most of the year.  Amortization of intangibles  
decreased by $11,568, or 8.07% resulting from  the write off  
of the intangible associated with the Alma branch, which was  
sold last year.  The Bank continued to look for  
opportunities to reduce its Other Operating Expenses through  
better management of its people and the use of new  
technology.  The Bank continually examines each phase of its  
operation for opportunities to reduce expenses.  The Company  
incurred $364,386 in income tax expense for the year based  
on applicable income tax rates at September 30, 1996. 
 
			FINANCIAL CONDITION 
 
Total Assets of the Company increased $14,175,876 from  
September 30, 1995 to September 30, 1996.  Loans were the  
driving force behind this increase, as the net balances grew  
$11,999,236, or 10.87%.  Loan demand remained strong  
throughout fiscal 1996, and Management took advantage of  
this demand by offering competitive loan  products and  
exceptional service.  Interest bearing deposits in other  
Banks increased $602,167, or 25.60%  during 1996.  An  
increase in deposits caused these short term investments to  
grow.  Because of high cash balances, the Bank increased its  
investment securities by $1,144,559 or 12.47%.  The  
objective is to earn a return on this money while protecting  
the Bank from adverse interest rate risk.  The Real Estate  
Acquired in Settlement of Loans decreased $112,134, or  
54.35%.  This continued decrease in Real Estate Owned is  
representative of Management's commitment to maintain higher  
quality loan business and quick turnaround of its foreclosed  
property.   
 
	As mentioned previously, total deposits increased  
$15,026,768, or 14.11%.  This increase represents an  
increase in the local market for deposits, leading to more  
attractive rates for depositors.  With the increase in  
deposit balances, the Bank was able to decrease its Federal  
Home Loan Bank Advances by $848,000 or 7.10%.  Other  
Borrowed Money decreased $100,000 during the year due to  
increased liquidity. 
 
 
COMPARISON OF YEARS ENDED SEPTEMBER 30, 1995 AND 1994 
 
			RESULTS OF OPERATIONS
 
GENERAL 
First Georgia Holding, Inc. reported Net Income of  
$1,277,088 in 1995, an increase of $214,911, or 20.23%.   
This increase in Net Income came as a result of several  
factors.  First, the Net Interest Income after Provision for  
Loan Losses increased a total of $374,382.  Other Income  
also increased slightly by a total of $70,797.  Other  
expenses decreased slightly by a total of $17,208. All these  
coming together had a strong positive effect on the  
Company's Net Income. 
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 

INTEREST INCOME 
Total Interest Income increased $1,413,140 for the year, or  
13.84%.  The major portion of the rise in Interest Income  
was in loans where Total Interest Income from Loans  
increased $1,157,386 or 11.91%.  While Average Loans  
remained virtually unchanged from the previous year, the  
yields earned on the various loans increased.  Mortgage- 
backed Securities Interest Income increased $131,433, or  
164.9% as the Bank increased its position in these  
securities because of the variable rate most of these  
securities carry.  This variable rate helps to shield the  
Company from adverse interest rate shock.   Investment  
Securities Income increased by a total of $18,551 or 6.69%  
because of shifting of excess funds to investments with  
variable interest rates.  Management feels that such  
investments are prudent because they tend to protect the  
Bank from wide interest rate swings.  Other Interest Income  
increased significantly, by $105,770 or 74.57% for the year.   
The Bank held a large amount of cash in its Federal Home  
Loan Bank Overnight Account for the funding of the sale of  
the Alma branch.  This large balance, over six million  
dollars near the end of the year, generated a substantial  
amount of interest income. 
 
INTEREST EXPENSE
Total Interest Expense increased $863,616, or 15.58% for the  
year.  The increase is attributable to an increase in  
average deposits of over a million dollars and an increase  
in the weighted average rate paid on deposits from 4.22% in  
1994 to 4.80% in 1995.  Increased competition for deposits  
in the area contributed to the higher interest rates the  
Bank was willing to pay depositors.  Interest Expense on  
Borrowings rose a modest $4,310 or 0.41%.  These borrowings  
were in the form of advances from the Federal Home Loan  
Bank. 
 
 
OTHER INCOME
Other Income increased $70,797, or 5.91% for the year.  The  
gain from the sale of the Alma Branch, totaling $122,043,  
was the most significant aspect of Other Income.  Loan fees  
were up $28,378 (6.71%).  Part of this increase came from  
the settlement of the sale of servicing rights for certain  
loans to another institution.  Deposit service charges  
continued to decrease during the year, falling a total of  
$24,885.  The Bank continued its efforts to bank only high  
quality accounts where non-sufficient fund fees were  
minimal. 
 
OTHER EXPENSE 
Other Expenses decreased $17,208, or 0.41% for the year.   
This reduction in Other Expenses occurred in several areas.   
Salaries and employee benefits were down $46,465, or 2.35%.   
The Bank tried to cut costs here by reassigning the duties  
of an employee who was leaving to an existing employee  
rather than hiring a new person.  Loss on the Sale of  
Foreclosed Property was down $34,852, or 65.98% because the  
Bank was able to keep its foreclosed real estate to a  
minimum for most of the year.  The Bank acquired  a  
substantial amount of Furniture, Fixtures, and Equipment,  
causing Net Occupancy expense to increase $47,458, or 5.54%  
for the year.  The Bank continued to look for opportunities  
to reduce its Other Operating Expenses through better  
management of its people and the use of new technology.  The  
Bank continually examines each phase of its operation for  
opportunities to reduce expenses.  The Company accrued  
$772,315 in income tax expense for the year based on  
applicable income tax rates at September 30, 1995. 
 
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 

		FINANCIAL CONDITION 
 
Total Assets of the Company decreased $1,127,633 from  
September 30, 1994, to September 30, 1995.  The Bank as a  
whole grew enough to absorb the sale of  over $3,000,000 in  
loans and over $6,000,000 in deposits as a result of the  
Alma branch sale.  Interest bearing deposits in other Banks  
increased $1,635,299 during 1995.  An increase in deposits  
caused these short term investments to be unusually high at  
September 30, 1995.  Because of high cash balances, the Bank  
bought an additional $1,670,180 in investment securities.   
The objective is to earn a return on this money while  
protecting the Bank from adverse interest rate risk.  The  
Real Estate Acquired in Settlement of Loans decreased  
$33,947, or 14.13%.  This continued decrease in Real Estate  
Owned is representative of Management's commitment to  
resolve more of its loan problems.  Premises and equipment  
decreased $407,562 (10.74%), due in large part to the sale  
of  $270,163 in premises and equipment at the Alma branch. 
	As mentioned previously, total deposits increased  
$3,120,234, or 3.02%.  This increase represents an increase  
in the local market for deposits, leading to more attractive  
rates for depositors.  The Bank repaid $4,800,000, or  
28.66%,  in Federal Home Loan Bank Advances due to the  
increased deposit demand.  Other Borrowed Money decreased  
$1,048,000 from during the year due to increased liquidity. 
 
 
EFFECT OF INFLATION AND CHANGING PRICES 
First Georgia's consolidated financial statements and  
related data presented herein have been prepared in  
accordance with generally accepted accounting principles,  
which require the measurement of financial position and  
operating results in terms of historical dollars, without  
considering changes in the relative purchasing power of  
money over time due to inflation.  Unlike industrial  
companies, virtually all of the assets and liabilities of a  
financial institution are monetary in nature.  As a result,  
interest rates have a more significant impact on a financial  
institution's performance than the effects of general levels  
of inflation.  Interest rates do not necessarily move in the  
same direction or in the same magnitude as the prices of  
goods and services.  Non-interest expenses, however, do  
reflect general levels of inflation. 
 
<PAGE> 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND RESULTS OF OPERATIONS (CONT'D)
First Georgia Holding, Inc. and subsidiary 
 
SHAREHOLDER INFORMATION 
A limited trading market has developed in the Company's  
common stock which is quoted on the NASDAQ (National  
Association of Securities Dealers Automated Quotation)  
National Market System under the symbol "FGHC."  Set forth  
below are the high and low sales prices of the Company's  
common stock for each full quarterly period since October  
1992.  Such prices reflect inter-dealer prices, without  
retail mark-up, mark-down, or commission, and may not  
represent actual transactions. 
 
Quarterly Period                 High        Low   
October 1 - December 31, 1994      4        3  1/2     
January 1 - March 31, 1995         4  5/8   3  1/2     
April 1 - June 30, 1995            4  5/8   4  1/8     
July 1 - September 30, 1995        6  1/8   4  1/8     
October 1 - December 31, 1995      8  1/8   5  3/4      
January 1 - March 31, 1996*        7  5/8   5  3/4      
April 1 - June 30, 1996            7  1/4   6     
July 1 - September 30, 1996        7  1/4   6     

*On February 29, the Company effected a 50% 
stock dividend in the form of a 3-for-2 stock                   
split.                         
  
At November 1, 1995, the Company had 264 shareholders of  
record.  The Company paid cash dividends of $0.067 per share  
in December 1995 and $0.04 per share in December 1994.  The  
primary source of funds available to the Company is the  
payment of dividends by the Bank.  Banking regulations limit  
the amount of dividends that may be paid without prior  
approval of the Bank's regulators.  Approximately $3,070,000  
was available to be paid as dividends by the Bank to the  
Company at September 30, 1996 upon regulatory approval. 
 
<PAGE>
 
 
 
 
                         OFFICES 
                         --------
1703 Gloucester Street                          129  Highway 82, East 
Brunswick, Georgia 31520	                       Blackshear, Georgia 
912-267-7283			                                 912-449-4711 
 
4510 Altama Avenue	                         	   404 South Main Street 
Brunswick, Georgia 31520	                       Hinesville, Georgia 31313 
912-267-0010		                              	   912-876-2185 
 								 
2001 Commercial Drive South	                    1010 Plant Avenue 
Brunswick, Georgia 31525	                       Waycross, Georgia 31501 
912-262-1500			                                 912-287-2265 
(Opened October 1995) 
 
2461 Demere Road	                          		   Wal-Mart Supercenter 
St. Simons Island,                              150 Altama Connector 
Georgia 31522			                                Brunswick, Georgia 31525 	  
912-638-7118                                    912-280-9020 
	                                       				   (Opened October 1996) 
 
 
                   OTHER INFORMATION 
                   ------------------

Transfer Agent:			                         Independent Auditors 
 
First Georgia Bank		                       KPMG Peat Marwick LLP 
1703 Gloucester Street		                   Suite 2000 
Brunswick, Georgia 31520	                  303 Peachtree Street, N.E. 
                                  					    Atlanta, Georgia  30308 
 
Legal Counsel:		                      	    Special Counsel: 
 
James A. Bishop	                     		    Powell, Goldstein,Frazer & Murphy
Suite 401                                  Sixteenth Floor 
First Federal Plaza                        191 Peachtree Street, N.E. 
Brunswick, Georgia 31520                   Atlanta, Georgia 30303 
 
 
<PAGE>
  
                   DIRECTORS AND OFFICERS 
                   ----------------------
  
                  FIRST GEORGIA HOLDING, INC. 
                  ---------------------------
 
                          OFFICERS
 
HENRY S. BISHOP			                 	G. FRED COOLIDGE III 
President, Chief                    Secretary and Treasurer 
Financial Officer					
-------------------------------------------------------------
 
 
                          DIRECTORS 
 
HENRY S. BISHOP	            		        B.W. BOWIE		
President, Chief Executive            Retired Senior Vice  
Officer, First Georgia Holding,       President,General
Inc.                                  Manager, and Director 
                                      Federal Paper Board Co. 


TERRY DRIGGERS                        ROY K. HODNETT
President, Driggers Construction      President, T.H.E., Inc. 
Company                               And The Island Inn		        
	   
HUBERT W. LANG	        	              E. RAYMOND MOCK 
President and Manager	                President, Mock 
Building Supply, Inc.		               Enterprises, Inc., 
                                      Rayette Foods, Inc.,
                                      KTP, Inc. 
 
JAMES D. MOORE		                  		  D. LAMONT SHELL 
President, J.D. Moore, Inc.           President, Glynn 
                                      Electric Supply Co. 
--------------------------------------------------------------
                  FIRST GEORGIA BANK, ALTAMA 
--------------------------------------------------------------

ELZIE JACOBS 
Vice President 

--------------------------------------------------------------
FIRST GEORGIA BANK, BRUNSWICK 
--------------------------------------------------------------
HENRY S. BISHOP	                     		G. FRED COOLIDGE III	
 President				                         Senior  Vice President
                                       Chief  Financial  Officer

DORIS THOMAS                           MARK A. WESTBERRY
Vice President, Consumer               Vice President, Credit
Lending 
					       
LAURA D. FRIEND	                       DIANE A. BLAKEBROUGH 
Vice President,                        Vice President, 
Operations Officer	                    Internal Auditor             
 
JUDY DIXON	                         			DIANE SHARPE	
Assistant Vice President               Loan Officer 

GEORGE McMANUS                         JODI TODD
Loan Officer			                        Assistant Vice President 
            
 
SUSAN USSREY		                         ELI D. MULLIS 
Assistant Vice President	              Assistant Vice President		      
 
	                  		 SHERRYL JAMES 
                		Assistant Vice President 
 
<PAGE> 
 
 
 
               DIRECTORS AND OFFICERS 
               ----------------------
 
--------------------------------------------------------------
            FIRST GEORGIA BANK, HINESVILLE 
--------------------------------------------------------------

 
GERDA BENEDIK 
Operations Manager 
 
 
--------------------------------------------------------------
              FIRST GEORGIA BANK, NORTH BRUNSWICK 
--------------------------------------------------------------

 
FRED ALEXANDER		                   			CHINITA DAVIS 
Vice President	                   Assistant Vice President 
 
 
--------------------------------------------------------------
              FIRST GEORGIA BANK, ST. SIMONS ISLAND 
--------------------------------------------------------------

 
MEL BAXTER	                                  JAN WILDSMITH	    
Vice President,                        Assistant Vice President 
Commercial Lending                        Operations Manager 

PAUL SANDERS
Assistant Vice President	                  
 
 
--------------------------------------------------------------
            FIRST GEORGIA BANK, WAYCROSS/BLACKSHEAR 
--------------------------------------------------------------

 
JON TAHLIER				                             LINDA R. WALKER	
 President				                          Assistant Vice  President
                                     					  Operations Manager 
 
PAM TAYLOR
Vice President

<PAGE>

                      EXHIBIT 23.0

INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
First Georgia Holding, Inc.

We consent to incorporation by reference in the 
registration statements (No. 33-62245 and No. 33-
62249) on Form S-8 of First Georgia Holding, Inc.  of 
our report dated November 1, 1996, relating to the 
consolidated balance sheets of First Georgia Holding, 
Inc. and subsidiary as of September 30, 1996 and 1995, 
and the related consolidated statements of operations, 
stockholders' equity and cash flows for each of the 
years in the three-year period ended September 30, 
1996, which report appears in the September 30, 1996 
annual report on Form 10-KSB of First Georgia Holding, 
Inc.

                                                                      
KPMG PEAT MARWICK LLP

Atlanta, Georgia
December 27, 1996