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 from 
      _________________________ to _________________________.


Commission File No. 0-25846

                              CCF HOLDING COMPANY
--------------------------------------------------------------------------------
                (Name of Small Business Issuer in Its Charter)

Georgia                                                        58-2173616
---------------------------------------------               -------------------
(State or Other Jurisdiction of Incorporation               I.R.S. Employer
or Organization)                                            Identification No.

101 North Main Street, Jonesboro, Georgia                         30236
---------------------------------------------               -------------------
(Address of Principal Executive Offices                          (Zip Code)

Issuer's Telephone Number, Including Area Code:              (770) 478-8881
                                                             --------------

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 $0.10 per share
-------------------------------------------------------------------------------
                               (Title of Class)

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  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 90
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 statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

      State issuer's revenues for its most recent fiscal year. $5,987,580

      As of December 13, 1996 there were issued and  outstanding  915,900 shares
of the registrant's Common Stock.

      The  registrant's  voting stock trades on the Nasdaq SmallCap Market under
the symbol  "CCFH."  The  aggregate  market  value of the  voting  stock held by
non-affiliates  of the  registrant,  based on the average bid and asked price of
the registrant's Common Stock on December 13, 1996, was $10.9 million.

Transition Small Business Disclosure Format (check one)
YES_______      NO  X

                      DOCUMENTS INCORPORATED BY REFERENCE

      1.  Portions  of the Annual  Report to  Stockholders  for the fiscal  year
          ended September 30, 1996
          (Part II)

      2.  Portions   of  the  Proxy   Statement   for  the  Annual   Meeting  of
          Stockholders. (Part III)


<PAGE>



PART I

Item 1.  Description of Business
--------------------------------

General

      CCF Holding  Company (the  "Company") is a Georgia  corporation  which was
organized in March 1995 at the direction of Clayton County  Federal  Savings and
Loan  Association  (the  "Association")  in  connection  with the  Association's
conversion from a mutual to stock form of organization  (the  "Conversion").  On
July 11, 1995,  the  Association  completed its  conversion  and became a wholly
owned  subsidiary  of the  Company.  The  Company is a unitary  savings and loan
holding company which,  under existing laws,  generally is not restricted in the
types of business  activities  in which it may engage  provided the  Association
retains a specified  amount of its assets in  housing-related  investments.  The
Company is not an  operating  company  and has not  engaged  in any  significant
business to date.  As such,  references  herein to the  Association  include the
Company unless the context otherwise indicates.

      The   Association  is  a  federally   chartered  stock  savings  and  loan
association  which  originally  commenced  business  in  1955.  The  Association
operates a traditional  savings and loan business,  attracting  deposit accounts
from the general  public and using these  deposits,  together  with other funds,
primarily to originate  and invest in long-term  conventional  loans  secured by
single-family residential real estate. The Association is subject to examination
and comprehensive regulation by the Office of Thrift Supervision ("OTS") and its
deposits are insured by the Savings Association Insurance Fund ("SAIF") and have
been  insured by the SAIF and its  predecessor,  the  Federal  Savings  and Loan
Insurance  Corporation,  since  1955.  The  principal  sources  of funds for the
Association's  lending activities are deposits and the amortization,  repayment,
and maturity of loans and investment  securities.  The Association does not rely
on  brokered  deposits.  Principal  sources of income are  interest on loans and
investment securities.  The Association's  principal expense is interest paid on
deposits.

Market Area and Competition

      The Association's  primary market area is Clayton County,  Georgia,  where
the Association  operates three offices.  Clayton County is part of the Atlanta,
Georgia  metropolitan  statistical  area  and  home to a  portion  of  Atlanta's
Hartsfield  International  Airport.  The Association also solicits  deposits and
makes  loans in the  adjacent  market  area of  Fayette  and Henry  counties  in
Georgia.  To a much lesser extent,  the Association  also makes loans in Coweta,
Rockdale, Spalding, and Lamar counties, Georgia.

      The Association competes for deposits with financial  institutions located
in  metropolitan  Atlanta,  super-regional  banks,  and several fairly new local
financial  institutions.  Loan  competition  comes  from  the same  sources  and
mortgage   companies.   The   Association   is  the  only  savings   association
headquartered in any of the three counties of Clayton, Henry, or Fayette.

      Due to their size, many of the Association's  competitors  possess greater
financial and marketing resources. The Association competes for savings accounts
by offering depositors  competitive  interest rates and a high level of personal
service. The Association competes for loans primarily through the interest rates
and loan fees it charges and the  efficiency and quality of services it provides
borrowers, real estate brokers, and contractors.

                                      2


<PAGE>



Lending Activities

      General.  The  principal  lending  activity  of  the  Association  is  the
origination for its portfolio of adjustable-rate and fixed-rate loans secured by
one- to  four-family  residential  real estate.  Many of these loans  conform to
secondary market guidelines.  The Association also originates some nonconforming
first  mortgage loans to serve  community  needs.  To a much lesser extent,  the
Association  also  originates  construction  loans and  provides  financing  for
nonresidential real estate and consumer loans.

      Analysis of Loan  Portfolio.  The following  table sets forth  information
concerning the composition of the Association's loan portfolio in dollar amounts
and in percentages of the loan portfolio as of the dates indicated.

                                                 At September 30,
                                   --------------------------------------------
                                          1996                     1995
                                   --------------------     -------------------
                                   Amount       Percent     Amount      Percent
                                   ------       -------     ------      -------
                                             (Dollars in Thousands)

Mortgage Loans:

  Residential (1-4 family)....      $45,510      80.79%     $42,754      89.12%
  Construction................        7,056      12.53        2,777       5.79
  Nonresidential..............        2,698       4.79        1,720       3.59
Consumer Loans:
  Secured personal............          566       1.01          415       0.86
  Automobile..................          306       0.54          200       0.42
  Other.......................          194       0.34          109       0.22
                                    -------    -------      -------    ------- 
    Total loans receivable....       56,330     100.00%      47,975     100.00%
                                    -------    =======      -------    ======= 
Less:
  Undisbursed proceeds on
    loans in process..........       (3,790)                 (1,937)
  Unamortized loan origination
    fees and costs, net.......         (500)                   (433)
  Allowance for loan losses...         (540)                   (409)
                                    -------                 -------
    Total loans, net..........      $51,500                 $45,196
                                    =======                 =======


      Loan Maturity  Tables.  The following table sets forth the maturity of the
Association's  loan  portfolio at September 30, 1996. The table does not include
prepayments.  Prepayments and scheduled  principal  repayments on loans totalled
$15.2 million and $8.0 million for the years ended  September 30, 1996 and 1995,
respectively.  Adjustable-rate  mortgage  loans are shown as  maturing  based on
repricing dates.

                                             September 30, 1996
                                  -------------------------------------------
                                   Within     One to Five  After Five
                                  One Year       Years        Years     Total
                                  --------    -----------  ----------   -----
                                               (In Thousands)

Residential real estate mortgage   $24,067       $1,521      $19,922   $45,510
Real estate construction.....        7,056           --           --     7,056
Other mortgage...............        2,698           --           --     2,698
Consumer and other installment         759          307           --     1,066
                                    ------       ------       ------     -----
  Total......................      $34,580       $1,828      $19,922   $56,330
                                    ======        =====       ======    ======



                                            3


<PAGE>




      The  following  table sets forth the dollar  amount of all loans due after
September 30, 1997,  which have fixed  interest rates and which have floating or
adjustable  interest rates.  Adjustable-rate  mortgage- loans ("ARMs") are shown
based on repricing dates.

<TABLE>
<CAPTION>


                                         Fixed Rate         Adjustable Rate
                                       ---------------      -----------------
                                       Amount  Percent      Amount    Percent     Total
                                       ------  -------      ------     ------     -----
                                                   (Dollars in Thousands)

<S>                                   <C>       <C>         <C>          <C>     <C>    
Residential real estate mortgage.     $20,417   36.25%      $1,026       1.82%   $21,443
Consumer and other installment...         307    0.55           --         --        307
                                      -------   -----       ------       ----    -------
  Total..........................     $20,724   36.80%      $1,026       1.82%   $21,750
                                      =======   =====       ======       ====    =======

</TABLE>


      One- to Four-Family  Residential Loans. The Association's  primary lending
activity  consists of the  origination of one- to  four-family,  owner-occupied,
residential  mortgage  loans  secured by property  located in the  Association's
primary  market  area.  The  Association  originates  both  adjustable-rate  and
fixed-rate residential mortgage loans.

      The Association offers ARMs that adjust every year and have terms of up to
30 years.  Generally,  the interest  rate  adjustments  on ARMs are based on the
National Average Contract Rate for the Purchase of Previously  Occupied Homes as
announced by the Federal Home Loan Bank ("FHLB") of Atlanta.  ARMs have interest
rate floors of one-half  percentage  point below the initial  interest  rate and
carry an interest  rate ceiling of 5% above the initial  rate of the loans.  The
maximum  change on any  adjustment  date is 2%. The  Association  considers  the
market factors and competition's  rate on loans as well as its own cost of funds
when determining the rates on the loans that it offers.

      ARMs may be made at up to 95% of the loan to value ratio.  The Association
does not originate ARMs with negative amortization.

      The Association also offers  conventional  fixed-rate  mortgage loans with
terms of up to 30 years.  The fixed-rate  mortgages may be sold in the secondary
mortgage market with servicing retained by the Association.

      The  Association  offers home equity lines of credit,  which are revolving
lines of credit  secured  by a first or  second  mortgage  on an owner  occupied
property, and which are accessible to the customers by either writing a check or
requesting  an advance at a branch office of the  Association.  The rate on such
loans is adjustable  monthly,  based on the highest prime rate  published in The
Wall Street Journal plus 2%, with a ceiling of 18%.

      Regulations  limit  the  amount  which a savings  association  may lend in
relationship  to the  appraised  value of the real estate  securing the loan, as
determined  by an appraisal at the time of loan  origination.  Such  regulations
permit a maximum  loan-to-value  ratio of 100% for residential  property and 90%
for all other real estate loans. The Association's  lending  policies,  however,
generally limit the maximum loan-to-value ratio to 80% of the appraised value of
the property,  based on an independent  appraisal.  When the Association makes a
loan in excess of 80% of the appraised value or purchase price, private mortgage
insurance  is  required  for at least the amount of the loan in excess of 80% of
the appraised value.

                                      4


<PAGE>



      The loan-to-value ratio, maturity, and other provisions of the residential
real estate  loans made by the  Association  reflect the policy of making  loans
generally below the maximum limits permitted under applicable  regulations.  The
Association requires an independent appraisal,  title insurance or an attorney's
opinion, flood hazard insurance (if applicable), and fire and casualty insurance
on all  properties  securing  real  estate  loans made by the  Association.  The
Association reserves the right to approve the selection of which title insurance
companies'  policies  are  acceptable  to  insure  the real  estate  in the loan
transactions.

      While one- to  four-family  residential  real  estate  loans are  normally
originated with 15 to 30 year terms, such loans typically remain outstanding for
substantially  shorter  periods.  This is because  borrowers  often prepay their
loans in full upon sale of the property  pledged as security or upon refinancing
the original loan. In addition,  substantially all of the fixed-rate residential
mortgage loans in the Association's loan portfolio contain  due-on-sale  clauses
providing  that the  Association  may declare the unpaid  amount due and payable
upon the sale of the property securing the loan. The Association  enforces these
due-on-sale  clauses to the extent permitted by law. Thus, average loan maturity
is a function of, among other  factors,  the level of purchase and sale activity
in the real estate market,  prevailing  interest  rates,  and the interest rates
payable on outstanding loans.

      Construction  Lending.  The Association  engages in  construction  lending
involving loans to qualified  borrowers for  construction of one- to four-family
residential properties and on a limited basis, for commercial properties. Almost
all of  the  Association's  construction  loan  properties  are  located  in the
Association's market area and nearby counties.

      Construction  loans are made to  builders  on a  speculative  basis and to
owners  for  construction  of their  primary  residence.  Loans for  speculative
housing construction are made to area builders after a background check has been
made.  Construction  loans on one- to  four-family  properties  are limited to a
maximum  loan-to-value  ratio of 90% and have a  maximum  maturity  of 12 months
after which the loan can be converted to a permanent  mortgage loan.  Whether or
not the  construction  of the property is complete or the property  securing the
loan  has  been  sold,  construction  loans  on  nonresidential  properties  are
generally  limited  to a  maximum  loan-to-value  ratio of 70% and  also  have a
maximum  maturity  of 12  months  after  which  the loan can be  converted  to a
permanent mortgage loan.

      Construction  loan proceeds are  disbursed in  increments as  construction
progresses  and only after a physical  inspection  of the  project is made by an
Association  representative.  Accrued  interest  on loan  disbursements  is paid
monthly. At September 30, 1996, the Association had $4.5 million in construction
loans outstanding  secured by unsold  properties,  with $2.5 million in loans in
process (funds being held for construction  progress) outstanding and attributed
to these loans.

      Construction  loans to  owner/borrowers  have either  fixed or  adjustable
rates and are underwritten in accordance with the same terms and requirements as
the Association's  permanent mortgages on existing  properties,  except that the
builder must qualify as an approved contractor by the Association, and the loans
generally  provide  for  disbursement  of loan  proceeds  in stages  during  the
construction  period.  An approved  contractor is one who has been approved by a
title  insurance  company that will insure the  Association  against  mechanics'
liens or whose credit,  financial statements,  and experience have been approved
by the Association.  Borrowers are typically required to pay accrued interest on
the outstanding  balance monthly during the construction phase. At September 30,
1996,   there  was  $2.5   million   outstanding   in   construction   loans  to
owner/borrowers with $1.3 million outstanding in loans in process

                                      5


<PAGE>



allocated to these projects.  The  Association  originated $9.2 million and $1.3
million  in  construction  loans on one- to  four-family  properties  during the
fiscal years ended September 30, 1996 and 1995, respectively.

     Nonresidential Real Estate Loans. The Association originates nonresidential
real  estate  loans,  which  represent  a  small  but  growing  portion  of  the
Association's   lending   activities.   At  September   30,  1996,   outstanding
nonresidential  real estate loans  amounted to $2.7  million.  At September  30,
1996, the largest  nonresidential real estate loan had a balance of $900,000 and
was secured by a day care center and was performing.

      Nonresidential  real estate loans  consist of permanent  loans  secured by
small office buildings,  churches,  shopping centers,  and other  nonresidential
buildings.  Nonresidential real estate secured loans are generally originated in
amounts up to 70% of the appraised  value of the property.  Such appraised value
is determined by an independent  appraiser which has been previously approved by
the Association. Nonresidential real estate loans are generally originated on an
adjustable-rate  basis with the interest rate adjusting  annually and have terms
of up to 20 years.

      Consumer and Other Loans.  Regulations permit federally  chartered savings
associations  to make  secured  and  unsecured  consumer  loans up to 35% of the
Association's  assets. In addition,  the Association has lending authority above
the 35% limit for certain  consumer loans,  such as home  improvement  loans and
loans secured by savings  accounts.  The  Association  offers  consumer loans in
order to provide  its  customers  a wider  range of  products  and to reduce its
interest rate risk.

      Consumer  loans consist of savings  account  loans,  personal  secured and
unsecured loans,  automobile loans, and home improvement  loans. As of September
30,  1996,  these  consumer  loans  totaled  $1.1  million,   or  1.89%  of  the
Association's  total  loan  portfolio.  Substantially  all of the  Association's
consumer loans have fixed rates of interest.

      The underwriting  standards employed by the Association for consumer loans
include a determination of the applicant's payment history on other debts and an
assessment of ability to meet existing  obligations and payments on the proposed
loan. In addition,  the stability of the applicant's monthly income from primary
employment is considered during the underwriting  process.  Creditworthiness  of
the applicant is of primary  consideration;  however,  the underwriting  process
also includes a comparison of the value of the security,  if any, in relation to
the proposed loan amount.

      Loan  Underwriting  Risks.  The  retention  of ARMs  in the  Association's
portfolio  helps to reduce the  Association's  exposure  to changes in  interest
rates.  However,  there are  unquantifiable  credit risks that could result from
potential  increased  payments to the  borrower as a result of the  repricing of
ARMs. It is possible that during periods of rapidly rising interest  rates,  the
risk of default on ARMs may  increase due to the upward  adjustment  of interest
cost to the  borrower.  In  addition,  although  ARMs allow the  Association  to
increase the sensitivity of its asset base to changes in the interest rates, the
extent of this interest rate sensitivity is limited by the periodic and lifetime
interest  rate  adjustment  limits.   Because  of  these   considerations,   the
Association  has no  assurance  that yields on ARM loans will be  sufficient  to
offset increases in the Association's cost of funds.

      Construction  financing is generally considered to involve a higher degree
of risk of loss than long-term financing on improved, occupied real estate. Risk
of loss on a  construction  loan is  dependent  largely upon the accuracy of the
initial  estimate of the  property's  value at  completion  of  construction  or
development and the estimated cost (including interest) of construction.  During
the  construction  phase,  a number of factors  could  result in delays and cost
overruns. If the estimate of construction cost proves

                                      6


<PAGE>



to be  inaccurate,  it may be necessary  for the  Association  to advance  funds
beyond the amount originally committed to permit completion of the construction.
If the  estimate  of value  proves  to be  inaccurate,  the  Association  may be
confronted,  at or prior to the maturity of the loan, with  collateral  having a
value  which is  insufficient  to  assure  full  repayment.  As a result  of the
foregoing,  construction  lending often involves the disbursement of substantial
funds with repayment  dependent,  in part, on the success of the project. If the
Association  is forced to foreclose on a property  prior to or at completion due
to a default,  there can be no assurance  that the  Association  will be able to
recover all of the unpaid balance of, and accrued  interest on, the loan as well
as related  foreclosure and holding costs.  The Association has sought to lessen
this  risk by  limiting  construction  lending  to  qualified  borrowers  in the
Association's  market  area and by  limiting  the number of  construction  loans
outstanding at any time.

      Loans secured by  nonresidential  real estate generally  involve a greater
degree of risk than one- to  four-family  mortgage  loans and carry  larger loan
balances.  This increased credit risk is a result of several factors,  including
the  concentration of principal in a limited number of loans and borrowers,  the
effects of general economic conditions on income producing  properties,  and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment of loans secured by  nonresidential  real estate is
typically  dependent upon the successful  operation or management of the related
real  estate  project.  If the  cash  flow  from the  project  is  reduced,  the
borrower's  ability to repay the loan may be impaired.  The Association seeks to
reduce  these risks in a variety of ways,  including  limiting  the size of such
loans and analyzing the financial condition of the borrower,  the quality of the
collateral,   and  the  management  of  the  property  securing  the  loan.  The
Association also obtains personal guarantees and appraisals on each property.

      Consumer loans entail  greater  credit risk than do  residential  mortgage
loans,  particularly in the case of consumer loans that are unsecured or secured
by assets that depreciate rapidly. In such cases,  repossessed  collateral for a
defaulted  consumer loan may not provide an adequate source of repayment for the
outstanding  loan and the remaining  deficiency  often does not warrant  further
substantial  collection  efforts  against the borrower.  In particular,  amounts
realizable on the sale of repossessed  automobiles may be significantly  reduced
based  upon the  condition  of the  collateral  and the lack of demand  for used
automobiles.

      Loan Purchases and Sales.  Generally,  if the Association  determines that
loan sales are desirable for interest  rate risk  management or other  purposes,
the Association may sell its 15 to 30 year, fixed-rate 80% or more loan-to-value
conventional  loans.  The Association  uses standard  Federal Home Loan Mortgage
Corporation   ("FHLMC")  and  Federal  National  Mortgage  Association  ("FNMA")
documentation  for its conventional  loans. The Association sells loans directly
to FHLMC and FNMA. Loans are generally sold with servicing  retained and without
recourse.

      During the past five  fiscal  years,  the  Association  has not  purchased
loans.

                                      7


<PAGE>



      The table below indicates the Association's origination and sales of loans
during the periods indicated.

                                                      Year Ended September 30,
                                                      ------------------------
                                                           1996      1995
                                                      ------------ -----------
                                                            (In Thousands)

Total gross loans receivable at beginning of period...    47,975   $46,284
                                                         -------   -------
Loans originated:

  Residential (1 to 4 family) ........................    11,645     7,608
  Construction loans .................................     9,221     1,287
  Consumer loans .....................................     1,675       371
  Other ..............................................     3,443       409
                                                         -------   -------
Total loans originated ...............................    25,984     9,675
                                                         -------   -------

Loans sold:
 
  Residential (1 to 4 family) ........................     2,455        --

Loans purchased ......................................        --        --

Other loan activity:

  Loan principal repayments ..........................    15,174     7,984
                                                         -------   -------
Total gross loans receivable at end of period ........   $56,330   $47,975
                                                         =======   =======


      Loan  Processing  and Servicing  Fees.  In addition to interest  earned on
loans,  the  Association  recognizes  fees  and  service  charges  that  consist
primarily of fees charged for loan  originations  and loans  serviced for others
and late charges. The Association  recognized loan servicing fees of $55,000 and
$24,000 for the years ended  September  30, 1996 and 1995,  respectively.  As of
September  30,  1996,  the  Association  had  $500,000 of  unamortized  net loan
origination  fees  deferred  under  Generally  Accepted  Accounting   Principles
("GAAP").  As of September 30, 1996,  loans serviced for FHLMC and FNMA totalled
$7.9 million.  At September 30, 1996, the Association was servicing  $387,000 of
loans for Habitat for Humanity for which it does not charge loan servicing fees.

      Loans  to One  Borrower.  Savings  associations  are  subject  to the same
loans-to-one  borrower limits as those applicable to national banks, which under
federal law and OTS regulations,  generally limit  loans-to-one  borrower to the
greater  of  $500,000  or an  amount  equal  to 15% of  unimpaired  capital  and
unimpaired  surplus on an unsecured basis and an additional  amount equal to 10%
of unimpaired  capital and unimpaired  surplus if the loan is secured by readily
marketable collateral (generally,  financial instruments,  not real estate). The
largest   amount   outstanding  to  one  borrower  at  September  30,  1996  was
approximately $1.8 million.

      Loan  Delinquencies.  Loans  past due  more  than 90 days  are  placed  on
nonaccrual and are  individually  examined for potential losses and the ultimate
collectibility  of funds due.  Loans are deemed to have no loss  exposure if the
value of the property  securing the loan exceeds the  receivable  balance on the
loan or collection is probable.  Specific  reserves are established to recognize
losses on nonaccruing loans on a case-by-case basis.

                                      8


<PAGE>



      Nonperforming  Loans.  The following table sets forth the aggregate amount
of restructured  loans and loans which were  contractually past due more than 90
days as to principal or interest  payments as of the dates  indicated  and which
are considered impaired loans.

                                                             At September 30,
                                                          ----------------------
                                                            1996         1995
                                                          --------     ---------
                                                          (Dollars in Thousands)

Nonperforming loans:

  Restructured .......................................     $    --      $   --
  Nonaccrual (more than 90 days past due).............         601         175
                                                           -------      ------
      Total nonperforming loans ......................     $   601      $  175
                                                           =======      ======

Ratio of nonperforming loans as a percentage of
  total loans, net ...................................        1.17%       0.39%
Ratio of nonperforming loans as a percentage of
  total assets .......................................        0.75%       0.22%


      During the years ended September 30, 1996 and 1995,  gross interest income
of $18,000 and $6,000,  respectively,  would have been recorded on nonperforming
loans,  under their  original  terms,  if the loans had been current  throughout
those periods.  Interest  income  recognized on  nonperforming  loans during the
years ended  September 30, 1996 and 1995 was  approximately  $35,000 and $8,000,
respectively.

      Classified Assets. OTS regulations provide for a classification system for
problem assets of insured  institutions  which covers all problem assets.  Under
this  classification   system,   problem  assets  of  insured  institutions  are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard  if it is  inadequately  protected by the then current net worth and
paying capacity of the obligor or of the collateral pledged, if any. Substandard
assets  include  those  characterized  by the  "distinct  possibility"  that the
insured  institution  will  sustain  "some  loss"  if the  deficiencies  are not
corrected.  Assets classified as doubtful have all of the weaknesses inherent in
those classified substandard,  with the added characteristic that the weaknesses
present  make  "collection  or  liquidation  in full," on the basis of  existing
facts,  conditions,  and values,  "highly  questionable and improbable."  Assets
classified as loss are those considered "uncollectible" and of such little value
that their  continuance as assets without the  establishment  of a specific loss
reserve is not warranted.  Assets designated "special mention" by management are
assets  included on the  Association's  internal watch list because of potential
weakness but which do not warrant  classification  in one of the  aforementioned
categories.

      When  an  insured   institution   classifies   problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. An institution's  determination as to the classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS,  which may recommend the  establishment  of additional  general or specific
loss  allowances.  A portion of general  loss  allowances  established  to cover
possible  losses related to assets  classified as substandard or doubtful may be
included in determining an

                                      9


<PAGE>



institution's regulatory capital, while specific valuation allowances for credit
losses generally do not qualify as regulatory capital. At September 30, 1996 the
Association had a general loan loss allowance of $538,000.

      At September 30, 1996, the Association had  approximately  $1.7 million of
problem loans,  $1.7 million of which were  classified as substandard and $2,000
of which were  classified as loss. As of September 30, 1996, the Association had
$738,000 of loans which were  classified  as special  mention.  Substandard  and
special  mention  assets consist of 56  residential  real estate loans,  none of
which exceeded $198,000, five consumer loans, and two non-residential loans. The
Association  believes  that its  allowance  for loan losses is adequate to cover
potential  losses  on  loans,  however,  no  assurance  can be  given  that  the
Association will not be required to increase such allowance in future periods.

      Analysis of the Allowance for Loan Losses.  The following table sets forth
the analysis of the allowance for loan losses for the periods indicated.


<TABLE>
<CAPTION>

                                                               Years ended September 30,
                                                               -------------------------
                                                                    1996        1995
                                                               ------------  -----------
                                                                 (Dollars in Thousands)

<S>                                                               <C>         <C>     
Total average loans outstanding ...............................   $ 47,293    $ 44,322
                                                                  ========    ========
Allowance balance (at beginning of period) ....................   $    409    $    430
Provisions for loan losses ....................................        130           5
Charge-offs:
  Real estate .................................................         --         (25)
  Consumer ....................................................         --          (1)
Recoveries:
  Consumer ....................................................          1          --
                                                                  --------    --------
Allowance balance (at end of period) ..........................   $    540    $    409
                                                                  ========    ========
Allowance for loan losses as a percent of net  loans receivable
  at end of period ............................................       1.05%       0.90%
Net loans charged off as a percent of average loans
  outstanding .................................................         --%       0.06%
Ratio of allowance for loan losses to total loans delinquent 90
  days or more at end of period ...............................      89.90%     233.71%
Ratio of allowance for loan losses to total loans delinquent 90
  days or more and other nonperforming assets at end of
  period ......................................................      89.90%     162.95%
</TABLE>


      The allowance is an amount that  management has determined to be adequate,
through its allowance for loan losses methodology,  to absorb losses inherent in
existing loans and  commitments  to extend  credit.  The allowance is determined
through consideration of such factors as changes in the nature and volume of the
portfolio,   overall  portfolio  quality,   delinquency   trends,   adequacy  of
collateral, loan concentrations, specific problem loans, and economic conditions
that may affect the borrowers' ability to pay.

                                      10


<PAGE>



      Allocation  of Allowance for Loan Losses.  The following  table sets forth
the allocation of the allowance for loan losses by loan category and the percent
of loans in each loan category to total loans for the periods indicated.


<TABLE>
<CAPTION>

                                                    At September 30,
                                       ----------------------------------------------
                                              1996                   1995
                                       ----------------------  ----------------------
                                                 Percent of              Percent of
                                                Loans in each          Loans in each
                                                 Category to             Category to
                                       Amount    Total Loans   Amount    Total Loans
                                       ------   -------------  ------  --------------
                                                   (Dollars in Thousands)

Balance at end of period applicable to:
<S>                                      <C>       <C>          <C>        <C>   
Permanent mortgage..................     $316       80.79%      $279        89.12%
Construction........................       52       12.53         21         5.79
Nonresidential......................      155        4.79         94         3.59
Consumer............................       17        1.89         15         1.50
                                          ---      ------        ---       ------
    Total ..........................     $540      100.00%      $409       100.00%
                                          ===      ======        ===       ======
</TABLE>


      Real Estate Owned.  Real estate acquired by the Association as a result of
foreclosure,  judgment,  or deed in lieu of  foreclosure  is  classified as real
estate  owned until it is sold.  When  property is so acquired it is recorded at
the lower of the cost or fair value. The Association had no real estate owned at
September 30, 1996.

Investment and Mortgage-backed Securities Activities

      Investment   Securities.   The   Association  is  required  under  federal
regulations  to maintain a minimum amount of liquid assets which may be invested
in specified  short-term  securities and certain other investments,  such as the
common stock of the FHLB of Atlanta.  The Association has generally maintained a
liquidity portfolio well in excess of regulatory requirements.  Liquidity levels
may  be  increased  or  decreased   depending  upon  the  yields  on  investment
alternatives  and upon  management's  judgment as to the  attractiveness  of the
yields then available in relation to other  opportunities and its expectation of
future yield levels,  as well as  management's  projections as to the short-term
demand  for  funds to be used in the  Association's  loan  origination,  deposit
withdrawals, and other activities.

      Mortgage-backed  Securities. The Association's  mortgage-backed securities
portfolio consists of participation  certificates issued by FHLMC, FNMA, and the
Government  National Mortgage  Association  ("GNMA") and secured by interests in
pools of conventional mortgages originated by other financial institutions.

      Mortgage-backed  securities  provide for monthly payments of principal and
interest  and  generally  have  contractual  maturities  ranging up to 30 years.
However,  due to  expected  repayment  terms being  significantly  less than the
underlying  mortgage loan pool  contractual  maturities,  the estimated lives of
these securities could be significantly shorter.

      At  September  30,  1996,  the Company  transferred  all  mortgaged-backed
securities  from held to maturity to available for sale.  During the years ended
September 30, 1996 and 1995, the Company sold $372,000 and $0, respectively,  of
available for sale mortgage-backed securities.

                                      11


<PAGE>



      The  following  table  sets  forth  certain  information  relating  to the
Company's  investment  and  mortgage-backed  securities  portfolios at the dates
indicated.


<TABLE>
<CAPTION>

                                                      At September 30
                                      --------------------------------------------------
                                               1996                   1995
                                      -------------------------  -----------------------
                                            Amortized    Fair      Amortized      Fair
                                              Cost       Value       Cost         Value
                                      ---------------- --------  ------------   --------
                                                         (In Thousands)
                                           
Securities held to maturity:               
  U.S. Treasury and U.S. government        
<S>                                         <C>         <C>          <C>         <C>    
    agency obligations..............        $    --     $    --      $ 8,981     $ 8,951
                                            -------     -------      -------     -------
  Mortgage-backed securities:              
                                           
    FHLMC...........................             --          --        2,509       2,576
    FNMA............................             --          --        3,447       3,437
    GNMA............................             --          --        1,447       1,452
                                            -------     -------      -------     -------
    Total...........................             --          --        7,403       7,465
                                            -------     -------      -------     -------
    Total securities held to maturity            --          --       16,384      16,416
                                            -------     -------      -------     -------
                                           
Securities available for sale:             
  U.S. Treasury and U.S. government        
    agency obligations..............         11,405      11,334        6,009       6,000
  Equity security...................            783       1,170          644         690
  Municipal securities..............            869         849           --          --
                                            -------     -------      -------     -------
    Total...........................         13,057      13,353        6,653       6,690
                                            -------     -------      -------     -------
                                           
  Mortgage-backed securities:              
                                           
    FHLMC...........................          3,229       3,201          495         493
    FNMA............................          5,357       5,239           --          --
    GNMA............................          1,665       1,585           --          --
                                            -------     -------      -------     -------
    Total...........................         10,251      10,025          495         493
                                            -------     -------      -------     -------
    Total securities available for sale      23,308      23,378        7,148       7,183
                                            -------     -------      -------     -------
    Total investment and mortgage-backed   
      securities portfolio..........        $23,308     $23,378      $23,532     $23,599
                                            =======     =======      =======     =======
                                        
</TABLE>





                                      12


<PAGE>



      Investment  and  Mortgage-backed   Securities  Portfolio  Maturities.  The
following  table sets forth certain  information  regarding the amortized  cost,
weighted  average  yields,  and  maturities  of  the  Company's  investment  and
mortgage-backed  securities portfolio at September 30, 1996. Expected maturities
may differ from contractual  maturities  because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>


                                                                       As of September 30, 1996
                             -------------------------------------------------------------------------------------------------------
                              One Year or Less  One to Five Years   Five to Ten Years  More than Ten Years             Total
                             ------------------ ------------------ ------------------ -------------------- -------------------------
                                       Weighted           Weighted           Weighted            Weighted           Weighted
                             Amortized  Average Amortized  Average Amortized  Average  Amortized  Average Amortized  Average  Fair
                               Cost      Yield    Cost      Yield    Cost      Yield     Cost      Yield    Cost      Yield   Value
                             --------- -------- --------- -------- --------  -------- ---------- -------- --------  --------- -----
                                                                      (Dollars in Thousands)

Securities available for sale:
  U.S. Treasury and U.S
   government agency 
<S>                           <C>       <C>     <C>        <C>     <C>        <C>       <C>        <C>   <C>         <C>    <C>    
   obligations .............. $1,421    5.3%     $9,984    6.3%    $   --      --%      $   --      --%  $11,405     6.2%   $11,334
  Mortgage-backed securities.    566    6.7       1,959    5.8      3,486     6.4        4,240     6.9    10,251     6.6     10,025
  Equity security............     --     --          --     --         --      --          783      --       783      --      1,170
  Municipal securities(1)....     --     --         250    4.7        200     4.9          419     6.0       869     5.4        849
                              ------    ---     -------    ---     ------     ---       ------     ---    ------     ---    -------
Total investment and mortgage-
  backed securities portfolio $1,987    5.7%    $12,193    6.2%    $3,686     6.3%      $5,442     5.8%   $23,308    6.1%   $23,378
                              ======    ===     =======    ===     ======     ===       ======     ===    =======    ===    =======
</TABLE>

---------------------
(1)       The  weighted  average  yield for  municipal  securities  has not been
          computed on a tax equivalent basis.



                                               13


<PAGE>



Sources of Funds

      General.  The major  sources of the  Association's  funds for  lending and
other investment  purposes are deposits,  scheduled  principal  repayments,  and
prepayment  of loans and  mortgage-backed  securities,  maturities of investment
securities, and operations. Scheduled loan principal repayments are a relatively
stable source of funds,  while deposit inflows and outflows and loan prepayments
are  significantly  influenced by general interest rates and market  conditions.
The Association also has access to advances from the FHLB of Atlanta.

      Deposits.  Customer  deposits are  attracted  principally  from within the
Association's  primary market area through the offering of a broad  selection of
deposit  instruments  including  noninterest-bearing  demand  deposit  accounts,
negotiable order of withdrawal ("NOW") accounts,  passbook savings, money market
deposit, term certificate accounts, and individual retirement accounts ("IRAs").
Deposit account terms vary according to the minimum balance  required,  the time
period the funds must remain on deposit and the interest rate.

      The  interest  rates paid by the  Association  on deposits  are set weekly
based  upon an  evaluation  of the  following  factors:  (i)  the  Association's
anticipated  need for cash and the timing of that  desired  cash flow;  (ii) the
interest rates offered by other local financial  institutions  and the degree of
competition the Association wishes to maintain; (iii) the cost of borrowing from
other sources versus the cost of acquiring funds through customer deposits;  and
(iv) the  Association's  anticipation of future economic  conditions and related
interest rates.

      The following table indicates the amount of the Association's certificates
of deposit of $100,000 or more by time remaining until maturity at September 30,
1996.

         Maturity                    Amount
---------------------------      --------------
                                 (In Thousands)

3 months or less...........        $    466
3-6 months.................             722
6-12 months................             561
Over 12 months.............             752
                                   --------
                                   $  2,501
                                   ========

Borrowings

      Deposits are the primary source of funds of the Association's  lending and
investment activities and for its general business purposes. The Association may
obtain  advances from the FHLB of Atlanta to  supplement  its supply of lendable
funds.  Advances  from the FHLB of  Atlanta  may be  secured  by a pledge of the
Association's  stock in the FHLB of Atlanta  and a portion of the  Association's
first  mortgage  loans and certain other assets.  The  Association,  if the need
arises,  may also access the Federal  Reserve Bank discount window to supplement
its supply of lendable  funds and to meet deposit  withdrawal  requirements.  At
September 30, 1996, the Association had $2.5 million in unsecured FHLB advances.

Subsidiary Activity

      The Company has one wholly owned  subsidiary,  the  Association,  which is
chartered  under the laws of the United States.  The Association is permitted to
invest up to 2% of its assets in the capital  stock of, or secured or  unsecured
loans to, subsidiary corporations, with an additional investment of 1%

                                      14


<PAGE>



of assets when such  additional  investment is utilized  primarily for community
development   purposes.   At  September  30,  1996,  the   Association  had  one
wholly-owned  subsidiary,  CCF Financial Services,  Inc. CCF Financial Services,
Inc.,  a  Georgia  corporation,  was  formed  in 1996 to  enter  into a  leasing
arrangement  with a third  party  corporation  to  offer  nondeposit  investment
products to customers of the Association.  The  Association's  investment in its
subsidiary totalled $1,000 at September 30, 1996.

Personnel

      As of  September  30, 1996,  the  Association  had 38 full-time  and three
part-time  employees.  The  Company  does  not  have any  employees  other  than
officers.  None of the  Association's  employees are represented by a collective
bargaining group.

Regulation

      Set forth below is a brief description of certain laws which relate to the
regulation of the Company and the Association.  The description does not purport
to be complete and is qualified in its entirety by reference to applicable  laws
and regulations.

Company Regulation

      General. The Company is a unitary savings and loan holding company subject
to regulatory oversight by the OTS. As such, the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings association subsidiaries,  should such subsidiaries be formed, which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary  savings  association.  This  regulation and
oversight is intended  primarily  for the  protection  of the  depositors of the
Association and not for the benefit of stockholders of the Company.

      Qualified  Thrift  Lender  Test.  As a unitary  savings  and loan  holding
company, the Company generally is not subject to activity restrictions, provided
the Association  satisfies the Qualified Thrift Lender ("QTL") test or meets the
definition of a domestic  building and loan  association as set forth in section
7701 of the Internal  Revenue  Code of 1986,  as amended  (the  "Code").  If the
Company  acquires   control  of  another  savings   association  as  a  separate
subsidiary, it would become a multiple savings and loan holding company, and the
activities  of  the  Company  and  any  of  its  subsidiaries  (other  than  the
Association or any other SAIF-insured  savings association) would become subject
to  restrictions   applicable  to  bank  holding  companies  unless  such  other
associations  each  also  qualifies  as a QTL  or  domestic  building  and  loan
association and were acquired in a supervisory acquisition. See "- Regulation of
the Association - Qualified Thrift Lender Test."

Regulation of the Association

      General. As a federally chartered,  SAIF-insured savings association,  the
Association  is  subject  to  extensive  regulation  by the OTS and the  Federal
Deposit Insurance Corporation ("FDIC"). Lending activities and other investments
must comply with various  federal  statutory and  regulatory  requirements.  The
Association is also subject to certain reserve  requirements  promulgated by the
Federal Reserve Board.

                                      15


<PAGE>



      The OTS, in conjunction with the FDIC,  regularly examines the Association
and  prepares  reports  for the  consideration  of the  Association's  Board  of
Directors on any deficiencies  that are found in the  Association's  operations.
The  Association's  relationship  with  its  depositors  and  borrowers  is also
regulated to a great extent by federal and state law, especially in such matters
as  the  ownership  of  savings  accounts  and  the  form  and  content  of  the
Association's mortgage documents.

      The Association must file reports with the OTS and the FDIC concerning its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.  Any change in such regulations,  whether by the OTS, the FDIC, or the
Congress could have a material  adverse impact on the Company,  the Association,
and their operations.

      Insurance of Deposit  Accounts.  The  Association's  deposit  accounts are
insured by the SAIF to a maximum of $100,000 for each insured member (as defined
by law and regulation). Insurance of deposits may be terminated by the FDIC upon
a finding that the institution has engaged in unsafe or unsound practices, is in
an unsafe or unsound  condition  to  continue  operations  or has  violated  any
applicable law, regulation,  rule, order or condition imposed by the FDIC or the
institution's primary regulator.

      The FDIC charges an annual  assessment for the insurance of deposits based
on the risk a particular  institution poses to its deposit insurance fund. Under
this system as of  September  30,  1996,  SAIF members paid within a range of 23
cents  to  31  cents  per  $100  of  domestic   deposits,   depending  upon  the
institution's  risk  classification.  This  risk  classification  is based on an
institution's capital group and supervisory subgroup assignment. Pursuant to the
Economic  Growth  and  Paperwork  Reduction  Act of 1996 (the  "Act"),  the FDIC
imposed a special  assessment  on SAIF  members  to  capitalize  the SAIF at the
designated  reserve  level  of  1.25%  as of  October  1,  1996.  Based  on  the
Association's  deposits as of March 31, 1995,  the date for measuring the amount
of  the  special  assessment  pursuant  to  the  Act,  the  assessment  for  the
Association  totalled  $398,000.  The FDIC is  expected to lower the premium for
deposit  insurance  to a level  necessary  to maintain  the SAIF at its required
reserve  level;  however,  the range of premiums had not been  determined  as of
September 30, 1996.

      Pursuant to the Act, the  Association  will pay, in addition to its normal
deposit  insurance  premium  as a  member  of  the  SAIF,  an  amount  equal  to
approximately   6.4  basis  points  toward  the   retirement  of  the  Financing
Corporation  bonds ("Fico Bonds") issued in the 1980's to assist in the recovery
of the savings and loan industry. Members of the Bank Insurance Fund ("BIF"), by
contrast,  will pay, in  addition to their  normal  deposit  insurance  premium,
approximately  1.3 basis  points.  Based on total  deposits as of September  30,
1996,  had the Act been in effect,  the  Association's  annual Fico Bond premium
would  have  been  approximately  $40,000  in  addition  to its  normal  deposit
insurance  premium.  Beginning no later than  January 1, 2000,  the rate paid to
retire the Fico Bonds will be equal for members of the BIF and the SAIF. The Act
also  provides  for the  merging  of the BIF and the  SAIF by  January  1,  1999
provided  there  are  no  financial  institutions  still  chartered  as  savings
associations  at that time.  Should the insurance funds be merged before January
1, 2000,  the rate paid by all members of this new fund to retire the Fico Bonds
would be equal.

                                      16


<PAGE>



      Regulatory Capital  Requirements.  OTS capital regulations require savings
associations to meet three capital standards: (1) a tangible capital requirement
of  1.5%  of  total  adjusted  assets,  (2)  a  leverage  ratio  (core  capital)
requirement  of 3% of  total  adjusted  assets  and  (3)  a  risk-based  capital
requirement equal to 8% of total risk-weighted assets.

      As shown below, the Association's  regulatory capital exceeded all minimum
regulatory capital requirements applicable to it as of September 30, 1996:

                                                     Percent of
                                                      Adjusted
                                         Amount        Assets
                                         -------     ----------
                                         (Dollars in Thousands)

Tangible Capital:
Regulatory requirement..............    $  1,176          1.50%
Regulatory capital..................      12,413         15.83
                                          ------         -----
  Excess............................     $11,237         14.33%
                                          ======         =====
Core Capital:
Regulatory requirement..............     $ 2,353          3.00%
Regulatory capital..................      12,413         15.83
                                          ------         -----
  Excess............................     $10,060         12.83%
                                          ======         =====
Risk-Based Capital:
Regulatory requirement..............     $ 2,755          8.00%
Regulatory capital..................      12,951         37.60
                                          ------         -----
  Excess............................     $10,196         29.60%
                                          ======         =====


      Net Portfolio  Value.  In recent years,  the  Association has measured its
interest  rate  sensitivity  by  computing  the "gap"  between  the  assets  and
liabilities  which were expected to mature or reprice  within  certain  periods,
based on assumptions  regarding loan prepayment and deposit decay rates formerly
provided by the OTS. However, the OTS now requires the computation of amounts by
which  the net  present  value  of an  institution's  cash  flows  from  assets,
liabilities, and off balance sheet items (the institution's net portfolio value,
or "NPV")  would  change in the event of a range of  assumed  changes  in market
interest rates.  The OTS also requires the  computation of estimated  changes in
net interest income over a four-quarter period. These computations  estimate the
effect of an  institution's  NPV and net interest  income of  instantaneous  and
permanent  100 to 400 basis point  increases  and  decreases in market  interest
rates.

      NPV is the difference between incoming and outgoing  discounted cash flows
from assets,  liabilities,  and off-balance  sheet  contracts.  An institution's
interest  rate  risk is  measured  as the  change  to its NPV as a  result  of a
hypothetical 200 basis point change in market interest rates. A resulting change
in NPV of more than 2% of the estimated  market value of its assets will require
the  institution  to  deduct  from  its  capital  50%  of  that  excess  change.
Institutions,  such as the  Association,  with less than $300  million  in total
assets and a  risk-based  capital  ratio in excess of 12% are exempt from filing
information  with the OTS and are exempt from making a deduction  from  capital.
Because the Association is not subject to the rule, the following table presents
the Association's NPV at September 30, 1996, as

                                      17


<PAGE>



calculated  by the Federal  Home Loan Bank of Atlanta and based on Federal  Home
Loan Bank of Atlanta assumptions  utilizing raw data voluntarily provided to the
Federal Home Loan Bank of Atlanta by the Association.

      The Association  utilizes the NPV calculations to manage its interest rate
risk by  establishing  a maximum  decrease  in net  interest  income and maximum
decreases  in NPV given  these  instantaneous  changes in  interest  rates.  The
greater the change in NPV, positive or negative,  the more interest rate risk is
assumed to exist with the  institution.  However,  computations  of  prospective
effects of hypothetical interest rate changes are based on numerous assumptions,
including relative levels of market interest rates, loan prepayments and deposit
run-offs,  and  should  not be relied  upon as  indicative  of  actual  results.
Further,  the  computations  do not  contemplate any actions the Association may
undertake in response to changes in interest rates.

  Change Interest     Estimated   Amount of    Percent of     Percentage
Rates (basis points)     NPV      Change(1)      NPV(2)     Change from Base
--------------------  ---------   ---------    ----------   ----------------
                            (Dollars in Thousands)

       +400           $11,551     (4,754)         93.08%        (29.16)%
       +300            12,799     (3,506)        103.13         (21.50)
       +200            14,047     (2,258)        113.19         (13.85)
       +100            15,176     (1,129)        122.29          (6.92)
        --             16,305        --          131.38             --
       -100            17,060        755         137.47           4.63
       -200            17,815      1,510         143.55           9.26
       -300            18,143      1,838         146.20          11.28
       -400            18,472      2,167         148.84          13.29



-----------------
(1)   Represents  the excess  (deficiency)  of the  estimated  NPV  assuming the
      indicated  change in interest  rates minus the  estimated  NPV assuming no
      change in interest rates.
(2)   Calculated  as the amount of change in the  estimated  NPV  divided by the
      estimated NPV assuming no change in interest rates.

      The  Association is exempt from deducting the interest rate risk component
from its  risk-based  capital  due to its  asset  size and  level of  risk-based
capital.   Based  on  the  table,   net  interest  income  should  decline  with
instantaneous  increases  in interest  rates while net  interest  income  should
increase with instantaneous declines in interest rates.

      Dividend  and Other  Capital  Distribution  Limitations.  OTS  regulations
require the  Association  to give the OTS 30 days advance notice of any proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory  powers to prohibit  the payment of  dividends  to the  Company.  In
addition,  the Association may not declare or pay a cash dividend on its capital
stock if the effect  thereof  would be to reduce the  regulatory  capital of the
Association  below  the  amount  required  for  the  liquidation  account  to be
established pursuant to the Association's Plan of Conversion.

      OTS  regulations  impose  limitations  upon all capital  distributions  by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out merger and other distributions charged against capital. The rule

                                      18


<PAGE>



establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional capital  distributions  require prior regulatory approval.  As of
September 30, 1996, the Association  was a Tier 1 institution.  In the event the
Association's  capital  fell below its fully  phased-in  requirement  or the OTS
notified  it  that  it  was  in  need  of  more  than  normal  supervision,  the
Association's  ability to make capital  distributions  could be  restricted.  In
addition,  the  OTS  could  prohibit  a  proposed  capital  distribution  by any
institution,  which would otherwise be permitted by the  regulation,  if the OTS
determines  that  such  distribution  would  constitute  an  unsafe  or  unsound
practice.

      Finally,  a  savings  association  is  prohibited  from  making a  capital
distribution if, after making the distribution, the savings association would be
undercapitalized   (not  meet  any  one  of  its  minimum   regulatory   capital
requirements).

      In contrast,  the Company has fewer restrictions on dividends.  During the
fiscal  years ended  September  30, 1996 and 1995,  the  dividend  payout  ratio
(dividends  declared  per share  divided by net income per share) of the Company
was 122.22% and 0%, respectively.

      Qualified Thrift Lender Test.  Savings  institutions  must meet either the
QTL test pursuant to OTS  regulations or the  definition of a domestic  building
and loan  association in section 7701 of the Code. If the Association  maintains
an appropriate level of certain  specified  investments  (primarily  residential
mortgages   and  related   investments,   including   certain   mortgage-related
securities)  and  otherwise  qualifies as a QTL or a domestic  building and loan
association,  it will continue to enjoy full borrowing  privileges from the FHLB
of Atlanta.  The required percentage of investments under the QTL test is 65% of
assets while the Code requires investments of 60% of assets. An association must
be in compliance  with the QTL test or definition of domestic  building and loan
association  on a monthly basis in nine out of every 12 months.  As of September
30, 1996, the Association was in compliance with its QTL requirement and met the
definition of a domestic building and loan association.

      Federal Reserve System.  The Federal Reserve Board requires all depository
institutions  to maintain  non-interest  bearing  reserves at  specified  levels
against  their  transaction  accounts  (primarily  checking,  NOW, and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements  imposed by the Federal Reserve Board may be used
to satisfy the liquidity  requirements that are imposed by the OTS. However,  at
September 30, 1996, the Association was in compliance with this requirement.

Item  2.  Description of Property
---------------------------------

      (a) Properties.

      The  Company  owns  no real  property  but  utilizes  the  offices  of the
Association.  The  Association  operates  from its main  office  and two  branch
offices, all of which are owned by the Association.

                                      19


<PAGE>



      The Association  obtains rental income through the leasing of space in its
main office  building  and an office  building  and small house  adjacent to its
Forest Park Branch.  During the fiscal years ended  September 30, 1996 and 1995,
such rental income was $49,000, and $51,000, respectively.

      (b) Investment Policies.

      See  "Item  1.   Business"   above  for  a  general   description  of  the
Association's  investment  policies and any  regulatory  or Board of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  All of the
Association's  investment  policies  are  reviewed  and approved by the Board of
Directors  of  the  Association,   and  such  policies,  subject  to  regulatory
restrictions  (if  any),  can be  changed  without a vote of  stockholders.  The
Association's  investments are primarily  acquired to produce  income,  and to a
lesser extent, possible capital gain.

     (1)  Investments  in Real Estate or Interests in Real Estate.  See "Item 1.
Business - Lending  Activities,"  "Item 1. Business - Regulation - Regulation of
the Association," and "Item 2. Description of Property. (a) Properties" above.

     (2) Investments in Real Estate  Mortgages.  See "Item 1. Business - Lending
Activities" and "Item 1. Business - Regulation - Regulation of the Association."

     (3) Investments in Securities of or Interests in Persons  Primarily Engaged
in Real Estate  Activities.  See "Item 1.  Business - Lending  Activities,"  and
"Item 1. Business - Regulation -

Regulation of the Association."

      (c)  Description of Real Estate and Operating Data.

      Not Applicable.

Item  3.  Legal Proceedings
---------------------------

      The Company and the Association,  from time to time, are party to ordinary
routine  litigation,  which  arises in the normal  course of  business,  such as
claims to enforce liens,  condemnation  proceedings,  on properties in which the
Association holds security interests,  claims involving the making and servicing
of real property loans, and other issues incident to the business of the Company
and the Association.  In the opinion of management, no material loss is expected
from any of such pending claims or lawsuits.

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

      No matters were submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended September 30, 1996.

                                    PART II

Item  5.  Market for Common Equity and Related Stockholder Matters
------------------------------------------------------------------

      The  information  contained  under the  section  captioned  "Stock  Market
Information" in the Company's  Annual Report for the fiscal year ended September
30, 1996 (the "Annual Report"), is incorporated herein by reference.

                                      20


<PAGE>




Item  6.  Management's Discussion and Analysis or Plan of Operation
-------------------------------------------------------------------

      The  information   contained  in  the  section   captioned   "Management's
Discussion  and  Analysis  or  Plan  of  Operation"  in  the  Annual  Report  is
incorporated herein by reference.

Item  7.  Financial Statements
------------------------------

      The Company's  consolidated  financial statements in the Annual Report are
incorporated herein by reference.

Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure
--------------------

      Not Applicable.

                                   PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
with Section 16(a) of the Exchange Act
--------------------------------------

      The  information  contained  under the section  captioned "I - Information
with Respect to Nominees  for  Director,  Directors  Continuing  in Office,  and
Executive  Officers"  in  the  Company's  definitive  proxy  statement  for  the
Company's  Annual  Meeting of  Stockholders  to be held on January 23, 1997 (the
"Proxy Statement") is incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

      The  information  contained  under the  section  captioned  "Director  and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

      (a)   Security Ownership of Certain Beneficial Owners

            Information   required  by  this  item  is  incorporated  herein  by
            reference to the section captioned "Voting  Securities and Principal
            Holders Thereof" in the Proxy Statement.

      (b)   Security Ownership of Management

            Information   required  by  this  item  is  incorporated  herein  by
            reference to the section  captioned "I - Information with Respect to
            Nominees for Director, Directors Continuing in Office, and Executive
            Officers" in the Proxy Statement.

      (c)   Management  of the Company knows of no  arrangements,  including any
            pledge by any person of securities of the Company,  the operation of
            which may at a subsequent  date result in a change in control of the
            Registrant.

                                      21


<PAGE>



Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

      The information  required by this item is incorporated herein by reference
to the section captioned  "Certain  Relationships and Related  Transactions" and
"Voting Securities and Principal Holders Thereof" in the Proxy Statement.

Item 13.  Exhibits, List and Reports on Form 8-K
------------------------------------------------

(a)(1) The Consolidated  Financial Statements,  including the notes thereto, and
       Independent Auditors' Report included in the Annual Report, listed below,
       are incorporated herein by reference.

      1.       Independent Auditors' Report

      2.       CCF Holding Company and Subsidiaries

               (a)  Consolidated  Balance  Sheets at September 30, 1996 and 1995

               (b)  Consolidated  Statements  of  Income  for  the  years  ended
               September 30, 1996, 1995, and 1994

               (c) Consolidated Statements of Stockholders' Equity for the years
               ended September 30, 1996, 1995, and 1994

               (d)  Consolidated  Statements  of Cash Flows for the years  ended
               September 30, 1996, 1995, and 1994

               (e) Notes to Consolidated Financial Statements

(a)(2)         All schedules have been omitted because the required  information
               is either  inapplicable  or included in the Notes to Consolidated
               Financial Statements.

(a)(3)         Exhibits  are either  filed or attached as part of this Report or
               incorporated herein by reference.

          3.1  Articles of Incorporation of CCF Holding Company*

          3.2  Bylaws of CCF Holding Company*

          3.3  Management Stock Bonus Plan**

          10.2 1995 Stock Option Plan**

          10.3 Employment Agreement with David B. Turner

          13   Annual Report to Stockholders for the fiscal year ended September
               30, 1996.

          21   Subsidiaries of the Registrant

          23   Consent of KPMG Peat Marwick LLP

          27   Financial Data Schedule

                                      22


<PAGE>



(b)            Reports on Form 8-K.

               None.

(c)            Exhibits to this Form  10-KSB are  attached  or  incorporated  by
               reference as stated above.


--------------------------
*         Incorporated by reference to the Registrant's  Registration  Statement
          on Form S-1 declared effective by the Commission on May 15, 1995 (File
          No. 33-90612)

**        Incorporated by reference to the Registrant's  proxy statement for the
          annual meeting of stockholders held January 23, 1996 as filed with the
          Commission on December 15, 1995 (File No. 0-25846)


                                      23


<PAGE>



                                  SIGNATURES

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

                                             CCF HOLDING COMPANY

Dated:  December 26, 1996                    By:/s/ David B. Turner
                                                -------------------------------
                                                David B. Turner
                                                President, Chief Executive 
                                                  Officer, and Director (Duly 
                                                  Authorized Representative)

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

By:   /s/ David B. Turner                   By: /s/ John B. Lee, Jr.
      -----------------------------------       -------------------------------
      David B. Turner                           John B. Lee, Jr.
       President, Chief Executive Officer,      Chairman of the Board
        and Director (Principal Executive
        Officer)

Date: December 26, 1996                     Date: December 26, 1996


By:   /s/ Edwin S. Kemp, Jr.                By: /s/ Charles S. Tucker
      ----------------------------------        -------------------------------
      Edwin S. Kemp, Jr.                        Charles S. Tucker
      Director                                  Treasurer, Secretary, and 
                                                  Director

Date: December 26, 1996                     Date: December 26, 1996


By:   /s/ Joe B. Mundy                      By: /s/ Thomas L. Sawyer
      ---------------------------------         -------------------------------
      Joe B. Mundy                              Thomas L. Sawyer
      Director                                  Vice President and Chief 
                                                 Financial Officer 
                                                 (Principal Accounting and
                                                  Financial Officer)

Date: December 26, 1996                     Date: December 26, 1996