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


                                   FORM 10-Q

(Mark One)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended March 31, 1997


[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act

     For the transition period from ______ to ______

                       Commission File Number:

                         COMMUNITY FIRST BANKING COMPANY
------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                 GEORGIA                              58-2309605
   ---------------------------------            ---------------------
   (State or Other Jurisdiction of              (I.R.S. Employer
   Incorporation or Organization)               Identification No.)

                                110 Dixie Street
                            Carrollton, Georgia 30117
                                 (770) 834-1071

            -------------------------------------------------------
          (Address of Principal Executive Offices and Telephone Number)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes            No     X
                                               --------      ---------


<PAGE>



CONTENTS

PART I.  FINANCIAL INFORMATION
         ---------------------
Item 1.  Financial Statements

     Consolidated  Balance  Sheets as of  December  31,  1996 and March 31, 1997
          (unaudited)

     Consolidated  Statements  of Earnings  for the Three Months Ended March 31,
          1996 and 1997 (unaudited)

     Consolidated  Statements of Cash Flows for the Three Months Ended March 31,
          1996 and 1997 (unaudited)

     Notes to Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults Upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES



<PAGE>
<TABLE>

                         COMMUNITY FIRST BANKING COMPANY
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                                       Unaudited
                                                                       12/31/96          3/31/97
                                                                       ---------         --------
<S>                                                               <C>             <C>
ASSETS
Cash and due from banks ..........................................     11,061,383      11,157,499
Interest-bearing deposits in financial institutions ..............      3,355,586       1,035,055
Federal funds sold ...............................................      8,680,000       6,845,000
                                                                       ----------      ----------
   Cash & cash equivalents .......................................     23,096,969      19,037,554
                                                                       ----------      ----------
Securities available for sale ....................................     33,927,243      42,965,769
Securities held to maturity ......................................      7,764,058       7,137,879
Other investments ................................................      2,599,741       2,380,641
Mortgage loans held for sale .....................................        282,488         568,102
Loans, net .......................................................    269,834,098     277,079,473
Premises & equipment net .........................................      9,288,592       9,779,953
Accrued interest receivable ......................................      2,687,472       2,970,897
Other assets .....................................................      3,050,849       3,643,307
                                                                      -----------     -----------
   Total assets ..................................................    352,531,510     365,563,575
                                                                      ===========     ===========


LIABILITIES AND CAPITAL
Deposits:
  Demand .........................................................     15,903,005      21,839,221
  Interest-bearing demand ........................................     47,288,356      49,338,819
  Savings ........................................................     34,076,732      36,828,948
  Time ...........................................................    163,257,956     164,877,125
  Time, over $100,000 ............................................     47,230,149      47,265,338
                                                                      -----------     -----------
     Total deposits ..............................................    307,756,198     320,149,451
                                                                      -----------     -----------
Federal Home Loan Bank advances ..................................     16,295,186      16,229,969
Subordinated debentures ..........................................      2,000,000       2,000,000
Accrued interest payable & other liabilities .....................      1,222,603       1,853,020
                                                                      -----------     -----------
     Total Liabilities ...........................................    327,273,987     340,232,440
                                                                      -----------     -----------

Capital:
  Retained Earnings ..............................................     25,278,036      25,646,436
  Net unrealized loss on securities available for sale, net of tax        (20,513)       (315,301)
                                                                       ----------      ----------
     Total capital ...............................................     25,257,523      25,331,135
                                                                       ----------      ----------
                                                                      -----------     -----------
Total liabilities & capital ......................................    352,531,510     365,563,575
                                                                      ===========     ===========
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>

<TABLE>

                         COMMUNITY FIRST BANKING COMPANY
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
<CAPTION>

                                                                Three Months
                                                               Ended March 31
                                                                1996       1997
                                                            ---------   ---------
<S>                                                         <C>         <C>
Interest income:
Interest and fees on loans ..............................   6,098,701   6,240,960
Interest-bearing deposits and federal funds sold ........     360,615     151,726
Interest and dividends on investment securities:
   U.S. Treasury ........................................      23,218       6,875
   U.S. Govt. agency and mortgage-backed ................     170,639     798,020
   State, county & municipals ...........................       1,744      28,153
   Other ................................................      57,115      47,403
                                                            ---------   ---------
     Total Interest Income ..............................   6,712,032   7,273,137
                                                            ---------   ---------


Interest Expense:
Interest on deposits:
  Demand ................................................     349,445     360,600
   Savings ..............................................     207,020     253,239
   Time .................................................   2,730,599   2,922,496
                                                            ---------   ---------
                                                            3,287,064   3,536,335
                                                            ---------   ---------
Interest on borrowings ..................................     265,666     261,067
                                                            ---------   ---------
          Total interest expense ........................   3,552,730   3,797,401
                                                            ---------   ---------

               Net interest income ......................   3,159,302   3,475,736
                                                            ---------   ---------
Provision for loan losses ...............................     105,000      94,500
                                                            ---------   ---------
          Net interest inc. after provision for loan loss   3,054,302   3,381,236
                                                            ---------   ---------
Other income:
   Service charges on deposits ..........................     509,640     604,616
   Miscellaneous ........................................     159,703     175,794
                                                            ---------   ---------
          Total other income ............................     669,343     780,410
                                                            ---------   ---------
   Salaries and related benefits ........................   1,527,675   1,803,292
   Occupancy and equipment ..............................     370,916     466,626
   Depository insurance premiums ........................     152,998      11,798
   Other operating ......................................   1,030,778   1,323,421
                                                            ---------   ---------
         Total other expenses ...........................   3,082,367   3,605,137
                                                            ---------   ---------
         Earnings before income tax expense .............     641,278     556,509
Income tax expense ......................................     197,617     188,110
                                                              -------     -------
               Net Earnings .............................     443,661     368,400
                                                            =========   =========
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>
<TABLE>

                         COMMUNITY FIRST BANKING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                                                     Three Months Ended March 31
                                                                                           1996           1997
                                                                                        ---------        -------
<S>                                                                                 <C>            <C>

Net earnings ......................................................................       443,661        368,400
Adjustments to reconcile net earnings to net cash provided by operating activities:
  Depreciation, amortization and accretion ........................................       284,075        335,833
  Provision for loan losses .......................................................       105,000         94,500
  (Gain) or loss on sales of premises and equipment, net ..........................        25,848         (8,290)
  Change in:
    Mortgage loans held for sale ..................................................     1,909,904       (285,615)
    Accrued interest receivable ...................................................      (112,811)      (283,424)
    Other assets ..................................................................      (658,893)      (587,249)
    Accrued interest payable ......................................................       236,757        126,698
    Accrued expenses and other liabilities ........................................       610,886        503,719
                                                                                        ---------        -------
       Net cash provided by operating activities ..................................     2,844,427        264,572
                                                                                        ---------        -------
Cash flows from investing activities:
  Proceeds from maturities of securities available for sale .......................        47,823        533,512
  Proceeds from maturities of securities held to maturity .........................       641,306        626,181
  Purchases of other investments ..................................................      (138,248)          -
  Maturities of other investments .................................................       219,100           -
  Purchases of securities available for sale ......................................   (11,099,698)    (9,866,827)
  Net change in loans .............................................................     4,654,684     (7,339,876)
  Proceeds from sales of real estate ..............................................         8,905           -
  Proceeds from sales of premises and equipment ...................................        40,000          8,290
  Purchases of premises and equipment .............................................      (856,015)      (841,312)
                                                                                       ----------    -----------
       Net cash (used) in investing activities ....................................    (6,710,148)   (16,652,027)
                                                                                       ----------    -----------
Cash flows from financing activities:
  Net change in demand and savings deposits .......................................     2,139,122     10,738,900
  Net change in time deposits .....................................................      (740,235)     1,654,357
  Payment of FHLB advances ........................................................       (65,218)       (65,217)
                                                                                        ---------     ----------
      Net cash provided by financing activities ...................................     1,333,669     12,328,040
                                                                                       ----------     ----------
      Net change in cash and cash equivalents .....................................    (2,532,052)    (4,059,415)
                                                                                       ----------     ----------
Cash and cash equivalents at beginning of year ....................................    34,057,178     23,096,969
                                                                                       ----------     ----------
Cash and cash equivalents at quarter end ..........................................    31,525,126     19,037,554
                                                                                       ==========     ==========
</TABLE>

See Notes to Consolidated Financial Statements.


<PAGE>




COMMUNITY FIRST BANKING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1.  NATURE OF BUSINESS

Community First Banking Company (the "Company") was incorporated in the State of
Georgia on March 12, 1997, for the purpose of becoming a holding  company to own
all of the  outstanding  capital  stock of  Carrollton  Federal  Bank,  FSB (the
"Savings  Bank"),  an existing  federally  chartered stock savings bank which is
100%  owned  by  CF  Mutual  Holdings  (the  "Mutual  Holding  Company").   Upon
consummation  of the  Conversion  and  Reorganization  (see Note 3. below),  the
Company  will  become the  unitary  holding  company  for the  Savings  Bank.  A
subscription  offering of the Company's  common stock  commenced on May 14, 1997
and the expiration  date for  submitting  stock order forms was June 17, 1997 at
12:00 noon, Eastern Daylight Time.

NOTE 2.  BASIS OF PRESENTATION

For  purposes  of this Form 10-Q,  the  financial  statements  and  management's
discussion  and analysis of financial  condition and results of  operations  are
presented for the Mutual Holding Company since the Company was not active during
any of the periods presented.  The accompanying unaudited consolidated financial
statements  (except for statements of financial  condition at December 31, 1996,
which are audited)  have been  prepared in accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to Form 10-Q of Regulation S-X.  Accordingly,  they do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (none of which were other than normal recurring  accruals) necessary
for a fair presentation of the financial  position and results of operations for
the periods presented have been included.

The  results of  operations  for the three  months  ended March 31, 1997 are not
necessarily indicative of the results of operations that may be expected for the
year ended  December 31,  1997.  For further  information,  refer to the audited
consolidated  financial  statements  and  footnotes  thereto  for the year ended
December 31, 1996, included in the Prospectus of the Company dated May 14,1997.

NOTE 3.  PLAN OF CONVERSION

On February 11, 1997, the Boards of Directors of the Savings Bank and the Mutual
Holding  Company adopted a Plan of Conversion and  Reorganization  (the "Plan").
Pursuant to the Plan, (i) the Mutual Holding  Company will convert to an Interim
Mutual and simultaneously will merge with and into the Savings Bank, pursuant to
which the Mutual  Holding  Company will cease to exist and the shares of Savings
Bank Common Stock held by the Mutual Holding Company will be canceled,  and (ii)
Interim CFB will then merge with and into the Savings  Bank.  As a result of the
merger of Interim CFB with and into the  Savings  Bank,  the  Savings  Bank will
become a  wholly  owned  subsidiary  of the  Company  operating  under  the name
"Carrollton  Federal  Bank".  The Plan was  approved by (1) the Office of Thrift
Supervision on May 12, 1997, (2) an affirmative  vote of a majority of the total
number of votes eligible to be cast by members of the Mutual Holding  Company at
the  members'  meeting  held on June 19,  1997,  and (3)  holders of one hundred
percent  of the  shares of the  outstanding  Savings  Bank  Common  Stock at the
Stockholders' Meeting held on June 19, 1997.

NOTE 4.  EARNINGS PER SHARE

Earnings  per share for the three  month  periods  ended March 31, 1997 have not
been presented in the  consolidated  statements of earnings  because the Company
had not  converted  to stock form and the  Company had not  completed  its stock
offering at any time during these periods.

NOTE 5.  RECENTLY ISSUED ACCOUNTING STANDARDS

During February 1997, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128), SFAS
128 simplifies  current  standards by eliminating  the  presentation  of primary
earnings per share (EPS) and  requiring  the  presentation  of basic EPS,  which
includes no potential  common shares and thus no dilution.  The  statement  also
requires  entities with complex capital  structures to present basic and diluted
EPS on the  face of the  income  statement  and  also  eliminates  the  modified
treasury stock method of computing  potential  common  shares.  The Statement is
effective for financial  statements issued for periods ending after December 15,
1997,  including  interim  periods.  Early  application is not  permitted.  Upon
adoption, restatement of all prior-period EPS data prescribed is required. Based
upon the current capital  structure of the Company,  this Statement will have no
effect on the EPS calculation.


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
     RESULTS OF OPERATIONS

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1997 AND DECEMBER 31, 1996

Mutual Holding Company  consolidated assets at March 31, 1997 grew approximately
3.7% to $366 million  from $353  million at December 31, 1996.  Total loans grew
$7.5  million,  or 2.8%,  from  December  31, 1996 through  March 31, 1997.  The
increase in loans were  primarily  commercial  installment  loans ($9  million),
commercial line of credit loans ($2 million),  and indirect  lending  automobile
loans ($1 million). Mortgage loans decreased $5 million during the first quarter
1997.  Available  for  sale  securities  increased  by  26.6%  to  $43  million.
Securities  purchased were FHLMC ($2 million),  FNMA ($5 million) and FHLB ($2.5
million) bonds. Cash and cash equivalents decreased $4 million.

The net asset  growth was  primarily  funded  through an increase in deposits of
approximately $12 million, or 4%, from $308 million at December 31, 1996 to $320
million at March 31, 1997. Of the growth in deposits during the first quarter of
1997, $7 million came from the four Wal-Mart branches opened in 1996.

The Savings Bank  continued to exceed all  regulatory  capital  requirements  at
March 31, 1997.

COMPARISON  OF RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1996

Net earnings totaled  approximately  $368,400 through March 31, 1997 as compared
to $443,661 for the three months ended March 31, 1996.  Return on average assets
and return on average equity for the three months ended March 31, 1997 were .43%
and  6.08%  on an  annualized  basis  as  compared  to .53%  and  7.09%  for the
three-month  period  ended March 31,  1996.  The  decreases  over the prior year
primarily  are due to increased  data  processing  fees related to the increased
transaction  account  activity  in  1997 as well  as an  increase  in  occupancy
expenses due to the Company's  opening of four Wal-Mart branches during the last
three quarters of 1996.

Net  interest  income  increased  12.7% to $3.4  million  at March  31,  1997 as
compared to $3.1 million  through March 31, 1996.  This increase was a result of
the continuing  change in the mix of the loan portfolio from mortgage loans into
higher yielding commercial and consumer loans.

The  provision  for loan losses was $95,000 and $90,000 for the  quarters  ended
March 31, 1997 and 1996, respectively.  Nonperforming assets decreased from $6.4
million at December 31, 1996 to $6.1 million at March 31, 1997. Net  charge-offs
totaled $248,000 through March 31, 1997 as compared to $99,000 through March 31,
1996.

Noninterest  income increased slightly from $669,343 for the quarter ended March
31, 1996 to $780,410 for the quarter ended March 31, 1997.  Noninterest  expense
increased  14.1% from $3.1  million for the  three-month  period ended March 31,
1996 to $3.6 million  through March 31, 1997.  This increase is primarily due to
increases in salaries and employee  benefits and occupancy  expenses  associated
with the Savings  Bank's opening of the four Wal-Mart  branches  during the last
three quarters of 1996.

Depository  insurance  premiums  decreased  from  $152,998 for the quarter ended
March 31, 1996 to $11,798 for the quarter ended March 31, 1997.  This was due to
the re-capitalization of the SAIF insurance fund during the 3rd quarter of 1996.
This  recapitalization  of the SAIF fund will  enable  the Bank to  recognize  a
substantial reduction in deposit insurance premiums going forward.



<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

Substantially all of the Mutual Holding Company's capital is held at the Savings
Bank level. The Savings Bank's liquidity and capital resources at March 31, 1997
remained  relatively   unchanged  from  December  31,  1996.  The  Savings  Bank
anticipates  that it will have  sufficient  funds  available to meet its current
commitments.  The following table sets forth the Savings Bank's capital position
relative to the various  minimum Office of Thrift  Supervision  and FDIC capital
regulatory requirements to which it is currently subject.


                                 March 31, 1997
                                 --------------
                                   Percent of
                                  Amount Assets

                             (Dollars in thousands)

Tangible Capital ...........................   $23,790       6.56%
Tangible minimum capital requirement .......   $ 5,441       1.5%
                                               -------       ----
  Excess ...................................   $18,349       5.06%
                                               =======       ====

Core capital ...............................   $23,790       6.56%
Minimum core capital requirement ...........    10,883       3.00%
                                               -------       ----
  Excess ...................................   $12,907       3.56%
                                               =======       ====

Total risk-based capital ...................   $25,672      10.26%
Total minimum risk-based capital requirement   $20,011       8.00%
                                               -------       ----
  Excess ...................................   $ 5,661       2.26%
                                               =======       ====



<PAGE>



PART II.  OTHER INFORMATION

      ITEM 1.  LEGAL PROCEEDINGS

          None.

      ITEM 2.  CHANGES IN SECURITIES

          None.

      ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          None.

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

          None.

      ITEM 5.  OTHER INFORMATION

          None.

      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a) The following exhibit is filed herewith:

               Exhibit 27 Financial Data Schedule

          (b) No reports on Form 8-K were filed  during the quarter  ended March
          31, 1997.


<PAGE>



                                   SIGNATURES

          Pursuant to the  requirements 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.

                                        COMMUNITY FIRST BANKING CO.


Date:  June    , 1997                   /s/ Gary D. Dorminey
                                        --------------------------
                                        Gary D. Dorminey
                                        President
                          (Principal Executive Officer)



Date:  June    , 1997                   /s/ C. Lynn Gable
                                        -------------------------
                                        C. Lynn Gable
                                        Chief Financial Officer
                          (Principal Financial Officer)