SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                   FORM 10-QSB
                                   (Mark One)

[X]               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

                  For the quarterly period ended December 31, 1997
                                                 -----------------

                                                        OR

|_|               TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934

                  For the transition period from            to           .
                                                 ----------    ---------- 

                           Commission File No. 0-23763


                              Quitman Bancorp, Inc.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as Specified in Its Charter)


         Georgia                                             58-2365866
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation             (I.R.S. Employer
 or Organization)                                        Identification No.)


                 100 West Screven Street, Quitman, Georgia 31643
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (912) 263-7538
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                     YES                       NO      X
                                         ------                     -------

   Number of shares of Common Stock outstanding as of April 10, 1998: 661,250

Transitional Small Business Disclosure Format (check one)

                                     YES                       NO      X
                                         ------                     -------



<PAGE>



                              QUITMAN BANCORP, INC.

                                    Contents
                                    --------
                                                                         Page(s)
                                                                         -------

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements.............................................3

     Item 2.  Management's Discussion and Analysis or Plan of Operation.......10


PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings...............................................12

     Item 2.  Changes in Securities and Use of Proceeds.......................12

     Item 3.  Defaults upon Senior Securities.................................12

     Item 4.  Submission of Matters to a Vote of Security Holders.............12

     Item 5.  Other Information...............................................12

     Item 6.  Exhibits and Reports on Form 8-K................................12

     Signatures...............................................................13

                                      - 2 -

<PAGE>



                          PART I. FINANCIAL INFORMATION

         Quitman Bancorp, Inc. is a savings and loan holding company for Quitman
Federal  Savings  Bank  (the  "Bank"),   the  wholly  owned  subsidiary  of  the
registrant.  The information  required by Items 1 and 2 of Part I of Form 10-QSB
has been  omitted  because the  conversion  of the Bank from the mutual to stock
form of  ownership  and  simultaneous  issuance of shares of common stock of the
registrant (the "Conversion"),  as described in the registration statement filed
on Form SB-2 (File No.  333-43063)  with the Securities and Exchange  Commission
occurred after December 31, 1997. The Conversion was completed on April 2, 1998.
Financial  statements  for the Bank for the three months ended December 31, 1997
and 1996 and at September 30 and December 31, 1997 are included with this form.




                                      - 3 -

<PAGE>



                          QUITMAN FEDERAL SAVINGS BANK

                        STATEMENTS OF FINANCIAL CONDITION
                        ---------------------------------

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                               DECEMBER 31,  SEPTEMBER 30,
                                                                                  1997          1997
                                                                               -----------    ---------
                                                                               (Unaudited)    (Audited)

<S>                                                                            <C>           <C>    
Cash and Cash Equivalents:
   Cash and amounts due from depository
      institutions                                                             $   187,066       108,650
   Interest-bearing deposits in other banks                                        464,465       548,158
                                                                               -----------   -----------
         Total Cash and Cash Equivalents                                           651,531       656,808
Investment securities:
   Available-for-sale                                                            3,279,380     3,046,109
   Held-to-maturity                                                                702,463       804,706
Loans receivable - net of allowance for loan
   losses and deferred origination fees                                         33,794,751    33,325,719
Office properties and equipment, at cost, net of
   accumulated depreciation                                                        457,776       322,527
Real estate and other property acquired
   in settlement of loans                                                              -0-        63,915
Accrued interest receivable                                                        425,355       381,218
Investment required by law-stock in Federal
   Home Loan Bank, at cost                                                         227,700       227,700
Cash value of life insurance                                                       276,188       218,106
Other assets                                                                       219,000       145,356
                                                                               -----------   -----------

         Total Assets                                                          $40,034,144    39,192,164
                                                                               ===========   ===========

                        LIABILITIES AND RETAINED EARNINGS
                        ---------------------------------

Liabilities:
   Deposits                                                                    $34,992,108    34,470,803
   Advances from Federal Home Loan Bank                                          1,600,000     1,300,000
   Accrued interest payable                                                        296,353       272,346
   Income taxes payable                                                            103,266       114,766
   Other liabilities                                                                32,091        75,696
                                                                               -----------   -----------

      Total Liabilities                                                         37,023,818    36,233,611
                                                                               -----------   -----------

Equity:
   Retained Earnings                                                             3,000,080     2,952,560
   Unrealized gains (losses) on available-
      for-sale securities, net of deferred
         income taxes                                                               10,246         5,993
                                                                               -----------   -----------

      Total Equity                                                               3,010,326     2,958,553
                                                                               -----------   -----------
         Total Liabilities and Retained Earnings                               $40,034,144    39,192,164
                                                                               ===========   ===========
</TABLE>

                                      - 4 -

<PAGE>



                          QUITMAN FEDERAL SAVINGS BANK

                              STATEMENTS OF INCOME
                              --------------------

                                             QUARTER ENDED DECEMBER 31,
                                             --------------------------
                                                   1997       1996
                                               ----------- -----------
                                               (Unaudited) (Unaudited)
Interest Income:
   Loans receivable:
      First mortgage loans                       $757,630    686,309
      Consumer and other loans                     29,228     24,136
   Interest on FHLMC Pool                              74        -0-
   Investment securities                           62,728     56,374
   Interest-bearing deposits                        5,750      5,541
   Federal funds sold                                  68        -0-
                                                 --------   --------

         Total Interest Income                    855,478    772,360
                                                 --------   --------

Interest Expense:
   Deposits                                       511,891    461,737
   Interest on Federal Home Loan
      Bank advances                                21,221     16,414
                                                 --------   --------

         Total Interest Expense                   533,112    478,151
                                                 --------   --------

Net Interest Income                               322,366    294,209

Provision for loan losses                           9,000      9,000
                                                 --------   --------

Net Interest Income After Provision for Losses    313,366    285,209
                                                 --------   --------

Non-Interest Income:
   Gain (loss) on sale of securities                   18        -0-
   Other income                                    16,379     11,516
                                                 --------   --------

         Total Non-Interest Income                 16,397     11,516
                                                 --------   --------

Non-Interest Expense:
   Compensation                                    72,745     59,432
   Other personnel expenses                        43,028     37,406
   Occupancy expenses of premises                   5,494      5,126
   Furniture and equipment expenses                16,204     18,803
   Federal deposit insurance                        5,303     17,711
   Other operating expenses                       104,308     73,773
                                                 --------   --------

         Total Non-Interest Expense               247,082    212,251
                                                 --------   --------

Income Before Income Taxes                         82,681     84,474
Provision for Income Taxes                         35,161     30,760
                                                 --------   --------
Net Income                                       $ 47,520     53,714
                                                 ========   ========

                                      - 5 -

<PAGE>



                          QUITMAN FEDERAL SAVINGS BANK

                              STATEMENTS OF EQUITY
                              --------------------


                                            UNREALIZED
                                              GAINS
                                            (LOSS) ON
                                            AVAILABLE-
                                             FOR-SALE
                                            SECURITIES
                                              NET OF
                                            APPLICABLE
                                RETAINED     DEFERRED
                                EARNINGS    INCOME TAXES     TOTAL
                                --------    ------------     -----

Balance, September 30, 1996    $2,689,761      (22,921)    2,666,840

Net Income                         53,714          -0-        53,714

Change In Unrealized Gains
   Losses) On Available-For-
   Sale Securities Net Of
   Applicable Deferred
   Income Taxes                       -0-       18,335        18,335
                               ----------   ----------    ----------

Balance, December 31, 1996
   (Unaudited)                 $2,743,475       (4,586)    2,738,889
                               ==========   ==========    ==========

Balance, September 30, 1997    $2,952,560        5,993     2,958,553

Net Income                         47,520          -0-        47,520

Change In Unrealized Gains
   Losses) On Available-For-
   Sale Securities Net Of
   Applicable Deferred
   Income Taxes                       -0-        4,253         4,253
                               ----------   ----------    ----------

Balances, December 31, 1997
   (Unaudited)                 $3,000,080       10,246     3,010,326
                               ==========   ==========    ==========


                                      - 6 -

<PAGE>



                          QUITMAN FEDERAL SAVINGS BANK

                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>
                                                           QUARTER ENDED DECEMBER 31,
                                                           --------------------------
                                                                1997        1996
                                                            -----------   -----------
                                                            (Unaudited)   (Unaudited)
<S>                                                         <C>          <C>   
Cash Flows From Operating Activities:
   Net income                                               $   47,520        53,714
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                              14,185        16,071
      Provision for loan losses                                  9,000         9,000
      Amortization (Accretion) of securities and loans           2,755         2,464
      Gain on sale of foreclosed assets                         (3,012)          -0-

   Change in Assets and Liabilities:
      (Increase) Decrease in accrued interest receivable       (44,137)        7,413
      Increase (Decrease) in accrued interest payable           24,007        33,034
      Increase (Decrease) in other liabilities                 (43,605)     (177,135)
      Increase (Decrease) in income taxes payable              (11,500)      (57,573)
      (Increase) Decrease in other assets                      (73,644)       96,819
                                                            ----------    ----------

         Net cash provided by operating activities             (78,431)      (16,193)
                                                            ----------    ----------

Cash Flows From Investing Activities:
   Capital expenditures                                       (149,434)          -0-
   Purchase of available-for-sale securities                  (230,102)     (346,175)
   Proceeds from sale of foreclosed property                    66,927           -0-
   Proceeds from maturity of held-to-maturity securities       100,000       300,000
   Net (increase) decrease in loans                           (478,032)     (487,699)
   Principal collected on mortgage-backed securities               572           -0-
   Increase in cash value of life insurance                    (58,082)      (51,937)
                                                            ----------    ----------

         Net cash provided (used) by investing activities     (748,151)     (585,811)
                                                            ----------    ----------

Cash Flows From Financing Activities:
   Net increase (decrease) in deposits                         521,305     1,092,944
   Proceeds from Federal Home Loan Bank advances               300,000           -0-
                                                            ----------    ----------

         Net cash provided (used) by financing activities      821,305     1,092,944
                                                            ----------    ----------

Net Increase (Decrease) in cash and cash equivalents            (5,277)      490,940

Cash and Cash Equivalents at Beginning of Period               656,808       765,250
                                                            ----------    ----------

Cash and Cash Equivalents at End of Period                  $  651,531     1,256,190
                                                            ==========    ==========
</TABLE>

                                                         - 7 -

<PAGE>



                          QUITMAN FEDERAL SAVINGS BANK

                          Notes to Financial Statements
                                   (Unaudited)

1.       Basis of Preparation
         --------------------

         The  financial  statements  included  herein  are for  Quitman  Federal
         Savings Bank (the "Bank").

         The  accompanying  unaudited  financial  statements  were  prepared  in
         accordance  with  instructions  for Form  10-QSB and  therefore  do not
         include all  disclosure  necessary for a complete  presentation  of the
         statements of financial condition,  statements of income and statements
         of  cash  flow  in  conformity  with  generally   accepted   accounting
         principles.  However,  all  adjustments  which are,  in the  opinion of
         management,   necessary  for  the  fair  presentation  of  the  interim
         financial statements have been included.  All such adjustments are of a
         normal  recurring  nature.  The statement of income for the three month
         period ended  December 31, 1997 is not  necessarily  indicative  of the
         results which may be expected for the entire year.

         It is suggested that these  unaudited  financial  statements be read in
         conjunction with the audited financial statements and notes thereto for
         the Bank for the year ended September 30, 1997.

2.       Plan of Conversion
         ------------------

         On October 14,  1997,  the Bank's  Board of  Directors  approved a plan
         ("Plan") to convert from a federally-chartered mutual savings bank to a
         federally-chartered  stock  savings  bank  subject to  approval  by the
         Bank's  members.  The Plan,  which  included  formation  of the holding
         company,  Quitman Bancorp,  Inc., was subject to approval by the Office
         of Thrift  Supervision  (OTS) and included the filing of a registration
         statement with the SEC. The  conversion  was not completed  until after
         December 31, 1997.  Actual  conversion costs will be accounted for as a
         reduction in gross proceeds.

         The Plan called for the common stock of the Bank to be purchased by the
         holding  company and for the common stock of the holding  company to be
         offered to  various  parties  in an  offering  at a price of $10.00 per
         share.

         The  stockholders  of the  holding  company  will be asked to approve a
         proposed  stock option plan and a proposed  restricted  stock plan at a
         meeting of the  stockholders  after the  conversion.  Shares  issued to
         directors and employees  under these plans may be from  authorized  but
         unissued  shares of common  stock or they may be  purchased in the open
         market.  In the event that  options or shares  are issued  under  these
         plans,  such  issuances  will be  included  in the  earnings  per share
         calculation;  thus,  the  interests of existing  stockholders  would be
         diluted.

         The Bank may not declare or pay a cash  dividend if the effect  thereof
         would  cause its net  worth to be  reduced  below  either  the  amounts
         required for the liquidation  account discussed below or the regulatory
         capital requirements imposed by federal regulations.

         At the time of conversion,  the Bank established a liquidation  account
         (which is a  memorandum  account  that does not  appear on the  balance
         sheet) in an amount  equal to its  retained  income as reflected in the
         latest  balance  sheet  used in the final  conversion  prospectus.  The
         liquidation  account  will be  maintained  for the  benefit of eligible
         account holders who continue to maintain their deposit

                                      - 8 -

<PAGE>



         accounts in the Bank after the  conversion.  In the event of a complete
         liquidation  of  the  Bank  (and  only  in  such  an  event),  eligible
         depositors  who  continue  to  maintain  accounts  shall be entitled to
         receive  a  distribution  from  the  liquidation   account  before  any
         liquidation may be made with respect to common stock.

                                      - 9 -

<PAGE>



       ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Comparison of Financial Condition at December 31, 1997 and September 30, 1997

Total assets  increased  by $.8 million or 2.2% due  primarily to loan growth of
$.5 million or 1.4% in residential mortgages and consumer loans.

Deposits  increased by $.5 million due primarily to increases in certificates of
deposit.  Advances  from the Federal Home Loan Bank  increased by $.3 million or
25.0% as a result of an increase in loan demand.

Total  equity  increased  $51,000 as a result of net income for the three months
ended  December  31,  1997  and  changes  in the  unrealized  gain  or  loss  on
available-for-sale securities.

Non-Performing Assets and Delinquencies

Loans accounted for on a non-accrual  basis decreased to $27,000 at December 31,
1997 from $124,000 at September  30, 1997.  The decrease was the result of three
loans being reclassified to performing loans. At December 31, 1997, the Bank had
no  repossessed  assets or real estate owned.  The allowance for loan losses was
$355,000 at December 31, 1997.

Comparison of the Results of Operations  for the Three Months Ended December 31,
1997 and 1996

Net Income. Net income decreased by $7,000 or 13% from net income of $54,000 for
the three months  ended  December 31, 1996 to net income of $47,000 for the same
three months of fiscal 1997.  This decrease is primarily the result of increased
non-interest  expense that more than offset increases in net interest income and
non-interest  income.  The return on average assets  decreased from .15% to .12%
for the three months ended December 31, 1997 and 1996, respectively.

Net  Interest  Income.  Net  interest  income  increased  $28,000 or 9.5%,  from
$294,000 for the three months ended  December 31, 1996 to $322,000 for the three
months ended December 31, 1997. The increase was primarily due to an increase in
residential mortgages and consumer loans.

Interest Income.  Interest income  increased  $83,000 for the three months ended
December 31, 1997 compared to the same three months ended December 31, 1996. The
increase in interest  income was  primarily  attributable  to an increase in the
average   balance  of   interest-earning   assets.   The   average   balance  of
interest-earning   assets   increased   by  7.5%.   This   increase  in  average
interest-earning  assets added an  additional  $83,000 of interest  income.  The
average yield on interest-earning  assets increased moderately to 8.9% from 8.7%
for the quarters ended December 31, 1997 and 1996, respectively.

Interest Expense. Interest expense increased $55,000 from $478,000 for the three
months ended  December 31, 1996 to $533,000 for the three months ended  December
31, 1997. The increase in interest  expense was  attributable  to an increase in
interest-bearing  liabilities of $2.7 million and a slight  increase in the cost
of funds of 18 basis points (100 basis points  equals 1%). The average  balances
of deposits  and  advances  from the Federal  Home Loan Bank  increased  by $2.5
million and $.3 million, respectively,  from the three months ended December 31,
1996 to the three months ended December 31, 1997.

Non-Interest  Income.  Non-interest income increased by $5,000 primarily from an
increase in service  charges on deposit  accounts of $1,000 and gain on the sale
of other real estate of $3,000.


                                     - 10 -

<PAGE>



Non-Interest Expense. Non-interest expense increased by $35,000 primarily due to
increased   compensation   and  other   personnel   expense,   advertising   and
contributions to local charitable and volunteer organizations.  Our compensation
and other  personnel  expense  increased  an  aggregate  of $19,000  between the
periods as a result of  year-end  pay raises and our hiring of  additional  part
time employees.  Our  advertising  increased  between the two periods  primarily
because the cost for our annual gift to  customers (a form of  advertising)  was
unusually  low during the 1996 period.  During the 1996 period,  we were able to
secure a bulk  quantity of gifts at a large  discount.  We did not obtain such a
favorable  price  during  the 1997  period and we do not expect in the future to
have as low an  advertising  expense  as we did  during  the  1996  period.  Our
contributions  during the three months  ended  December 31, 1996 were smaller by
comparison due to the one-time  deposit premium to recapitalize the SAIF that we
expensed during the 1996 fiscal year and paid during November 1997.

Income Taxes.  Income tax expense amounted to $30,000 for the three months ended
December 31, 1996  compared to $35,000 for the three  months ended  December 31,
1997.

Liquidity and Capital Resources

Management  monitors our risk-based capital and leverage capital ratios in order
to assess compliance with regulatory guidelines.  At December 31, 1997, the Bank
had tangible capital, leverage, and total risk-based capital of 7.50%, 7.50% and
14.73%,  respectively,  which exceeded the OTS's minimum  requirements of 1.50%,
3.00% and 8.00%, respectively.

We have received a letter from our computer  service vendor assuring us that the
computer  services of our vendor will properly  function on January 1, 2000, the
date that  computer  problems  are  expected  to develop  worldwide  on computer
systems that incorrectly identify the year 2000 as the year 1900 and incorrectly
compute  interest,  payment  or  delinquency.  However,  our  vendor,  and other
vendors,  have not yet eliminated the year 2000 computer problem.  Accurate data
processing is essential to our operations  and a lack of accurate  processing by
our vendor or by us could have a  significant  adverse  impact on our  financial
condition  and results of  operation.  We have also  examined  our  computers to
determine  whether  they will  properly  function  on January 1, 2000 and do not
believe that we will experience  material costs to upgrade our computers to meet
our requirements.

We have ordered an upgrade to our computer  system that is intended to solve our
internal  year 2000 computer  problem.  We expect  installation  of this upgrade
during the first calendar quarter of 1998 with year 2000 testing to occur by the
end of the second  calendar  quarter of 1998. We are also awaiting  updates from
our  computer  service  vendor  concerning  their  progress  with the year  2000
computer  program.  In the event our computer  service vendor indicates that the
year 2000  computer  problem  cannot be solved in time,  we will try to locate a
computer  service  vendor who has solved the year 2000 computer  problem,  or if
that is not  possible,  to  identify  what  steps  we can take to  minimize  the
negative impact the year 2000 computer problem could have on us.


                                     - 11 -

<PAGE>



                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings
          -----------------

          Not applicable.

Item 2.   Changes in Securities and Use of Proceeds
          -----------------------------------------

          As  described  in  the  beginning  of  Part  I  of  this  report,  the
          Conversion, including the initial public offering of the shares of the
          registrant,  was not  completed  until April 2, 1998.  At December 31,
          1997,  the  offering  had  not  commenced.  Subsequent  reports  filed
          pursuant to Section 13(a) of the Securities Exchange Act of 1934 (such
          reports as Form 10-QSB will include a more  complete  report about the
          use of proceeds.

          The  Conversion  resulted in the issuance of 661,250  shares of common
          stock,  $0.10  par  value per  share,  at  $10.00  per share for gross
          proceeds of $6,612,500.  The referenced  shares  constitute all of the
          shares  registered by means of a Form SB-2 (file no.  333-43063)  that
          was  declared   effective  on  February  11,  1998.  The  offering  of
          securities commenced on February 20, 1998 and ended on March 17, 1998.
          The  registrant  was  assisted by Trident  Securities,  Inc. on a best
          efforts basis.  Total  expenses are estimated at $378,000.  Of the net
          proceeds,  one half was used by the  registrant  to  purchase  100,000
          shares of the common  stock of its  subsidiary  bank with the proceeds
          going to the bank. In addition,  $529,000 of the proceeds  retained by
          the  registrant was loaned by the registrant to the bank to enable the
          employee stock ownership plan of the bank to purchase 52,900 shares.

Item 3.   Defaults Upon Senior Securities
          -------------------------------

          Not applicable.

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

          Not applicable.

Item 5.   Other Information
          -----------------

          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

         (a)      None.

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




                                     - 12 -

<PAGE>


                                   SIGNATURES


         In accordance with the  requirements of the Securities  Exchange Act of
1934,  as  amended,  the  registrant  has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                            QUITMAN BANCORP, INC.



Date: April 16, 1998                   By: /s/Melvin E. Plair
                                           -------------------------------------
                                           Melvin E. Plair
                                           President and Chief Executive Officer
                                           (Principal Executive and Financial
                                             Officer)
                                           (Duly Authorized Officer)



Date: April 16, 1998                  By:  /s/Peggy L. Forgione
                                           -------------------------------------
                                           Peggy L. Forgione
                                           Vice President and Controller
                                           (Chief Accounting Officer)


                                     - 13 -