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

                                Form 10-KSB/A

(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, 1995
                                         ------------------
--------  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 31521
                (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		$12,895,153
                                                          ----------

State the aggregate market value of the voting stock held by non-affiliates of 
the registrant as of December 1, 1995:
  778,651 Shares of Common Stock, $1.00 par value -- $6,914,421 based 
  -------------------------------------------------------------------
  upon approximate market value of $8.88 per share at December 1, 1995.
  ---------------------------------------------------------------------

State the number of shares outstanding of each of the issuer's classes of 
common stock, as of December 1, 1995:		
    Common Stock, $1.00 par value -- 1,326,641 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 22, 
1996 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, 1995 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 . . . . . . . . . . .  	34
	Item 3.	Legal Proceedings . . . . . . . . . . . . . . .  	35
	Item 4.	Submission of Matters to a Vote of 
       			Security Holders . . . . . . . . . . . . . . .   35

Part II

	Item 5.	Market for Common Equity and Related 
      			Stockholder Matters . . . . . . . . . . . . . .  	35
	Item 6.	Management's Discussion and Analysis or Plan 
      			of Operation . . . . . .  . . . . . . . . . . .   35
	Item 7.	Financial Statements  . . . . . . . . . . . . .  	35
	Item 8.	Changes in and Disagreements with Accountants
      			on Accounting and Financial Disclosure  . . . .   35

Part III	

	Item 9.	Directors, Executive Officers, Promoters and 
      			Control Persons;  Compliance with Section 16(a) 
         of the Exchange Act  . . . . .. . . . . . . . .   35
		  	 
	Item 10.	Executive Compensation . . . . . . . . . . . .   36
	Item 11.	Security Ownership of Certain 
          Beneficial Owners and Management . . . . . . .   36
	Item 12.	Certain Relationships and Related
          Transactions . . . . . . . . . . . . . . . . .   36

	Item 13.	Exhibits and Reports on Form 8-K . . . . . . .   36
	
	Signatures  . . . . . . . . . . . . . . . . . . . . . .   37
	Exhibit Index  . . . . . . . . . . . . . . . .  . . . .   39

<PAGE>	



SIGNATURES

G.F. COOLIDGE III
G.F. Coolidge III        Chief Financial Officer 
                        (principal financial and 
                         accounting officer)               December 29, 1995

<PAGE> 


                                 EXHIBIT INDEX
			
Exhibit No.                      Document               Sequentially Numbered
------------                  ----------------        ---------------------
                                                                 Page
                                                              ----------
   3.(i)             Articles of Incorporation of First 
                     Georgia Holding, Inc. incorporated 
                     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     [Appendix A
                     Incentive Plan                             of the Proxy
                                                                 Statement]


 *10.2               First Georgia Holding, Inc. Employee       [Appendix B
                     Stock Purchase Plan                        of the Proxy
                                                                Statement]


 *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

<PAGE>


  13                  First Georgia Holding, Inc. 1995 
                      Annual Report                               41


  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


  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       37

  27                   Financial Data Schedule for the 1995
                       10-KSB.                                   43




  99.1                 The Company's Proxy Statement for 
                       the Annual Meeting of Shareholders 
                      (the "Proxy")to be held January 22, 
                      1996, incorporated by reference to the 
                      Proxy filed December 14, 1995.           N/A


*  The indicated exhibit is a compensatory plan required to be filed as an 
exhibit to this Form 10-KSB.6