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 For the fiscal year ended December 31, 1999.
                                                        -----------------
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 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. $15.5 million.

     As of March 16, 2000 there were issued and  outstanding  986,849  shares of
the registrant's common stock.

     The  registrant's  voting stock trades on the SmallCap market of The Nasdaq
Stock 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 March  16,  2000,  was $11.8
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 December 31, 1999. (Part II)
          2.   Portions  of the  Proxy  Statement  for  the  Annual  Meeting  of
               Stockholders. (Part III)

<PAGE>

     CCF Holding  Company (the  "Company") may from time to time make written or
oral  "forward-looking  statements",   including  statements  contained  in  the
Company's  filings with the Securities and Exchange  Commission  (including this
annual  report on Form  10-KSB  and the  exhibits  thereto),  in its  reports to
stockholders and in other communications by the Company,  which are made in good
faith by the Company  pursuant to the "safe  harbor"  provisions  of the Private
Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.

     The Company  cautions that the foregoing  list of important  factors is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

PART I

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

General

     The Company is a Georgia-chartered 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").  In July  1995,  the
Association completed its conversion and became a wholly owned subsidiary of the
Company.  In February  1997, the  Association  changed its name to Heritage Bank
(the "Bank"). The Company is a bank holding company and the Bank is a commercial
bank chartered by the State of Georgia. Prior to September 1998, the Company was
a  savings  and loan  holding  company  and the Bank was a  federally  chartered
savings bank. The Company is not an operating company and has not engaged in any
significant business to date. As such, references herein to the Bank include the
Company unless the context otherwise indicates.

     The Bank,  through its predecessors,  commenced  business in 1955. Prior to
1997,  the Bank operated 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


                                       2
<PAGE>

by single-family residential real estate. Since the early part of 1997, the Bank
has expanded its loan and deposit activities in an attempt to position itself to
offer more of the products  and  services of a commercial  bank and compete on a
broader scale in the highly competitive financial services industry.  During the
fiscal year ended December 31, 1999, the Bank continued to significantly  expand
the size of its commercial  (primarily real estate  mortgages) and  construction
(primarily residential), and consumer (primarily indirect) lending portfolios as
well as the amount of the deposits it holds.

     The Bank is subject to  examination  and  comprehensive  regulation  by the
Georgia  Department of Banking and Finance (the "GDBF") and the Federal  Deposit
Insurance  Corporation  ("FDIC")  and its  deposits  are  insured by the Savings
Association  Insurance Fund ("SAIF") of the FDIC. The principal sources of funds
for the Bank's lending activities are deposits and the amortization,  repayment,
and  maturity  of loans  and  investment  securities.  The Bank does not rely on
brokered  deposits.  Principal  sources  of  income  are  interest  on loans and
investment  securities.  The  Bank's  principal  expense  is  interest  paid  on
deposits.

Market Area and Competition

     The Bank operates five offices  within its primary  market area in Clayton,
Fayette and Henry  Counties,  Georgia.  This market area is part of the Atlanta,
Georgia  metropolitan  statistical  area  and  home to a  portion  of  Atlanta's
Hartsfield  International  Airport. To a much lesser extent, the Bank also makes
loans in the adjacent Georgia counties.

     The Bank  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.

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

Lending Activities

     General.   The  principal  lending  activity  of  the  Bank  has  been  the
origination for its portfolio of adjustable-rate and fixed-rate loans secured by
various forms of collateral.

                                       3
<PAGE>
     Analysis of Loan  Portfolio.  The  following  table sets forth  information
concerning the composition of the Bank's loan portfolio in dollar amounts and in
percentages of the loan portfolio as of the dates indicated.

                                                    At December 31,
                                        ---------------------------------------
                                              1999                 1998
                                        -----------------    ------------------
                                        Amount    Percent    Amount     Percent
                                        ------    -------    ------     -------
                                                 (Dollars in Thousands)
Loan Category
Residential (1-4 family) mortgage...  $ 31,927    21.52%    $ 39,300     31.86%
Commercial, primarily real estate
  mortgage..........................    61,366     41.37      44,687      36.23
Real estate construction............    30,105     20.30      26,228      21.26
Consumer and other installment......    24,939     16.81      13,142      10.65
                                        ------     -----      ------      -----
    Total loans receivable..........   148,337    100.00%    123,357     100.00%
                                       -------    ======     -------     ======
Less:
  Unamortized loan fees and
    costs, net......................      (547)                 (587)
  Allowance for loan losses.........    (1,237)                 (943)
                                       -------               -------
    Total loans, net................  $146,553              $121,827
                                       =======               =======

     Loan Maturity  Tables.  The following  table sets forth the maturity of the
Bank's  loan  portfolio  at  December  31,  1999.  The  table  does not  include
prepayments.  Prepayments  and scheduled  principal  repayments on loans totaled
$113.0  million  and $73.8  million for the years  ended  December  31, 1999 and
December 31, 1998,  respectively.  Adjustable-rate  mortgage  loans ("ARMs") are
shown as maturing based on repricing dates.

                                                  December 31, 1999
                                      ----------------------------------------
                                       Within  One to Five After Five
                                      One Year   Years       Years      Total
                                      --------  -------     -------    -------
                                                   (In Thousands)
  Residential (1-4 family) mortgage..   $ 365   $ 2,377     $29,185    $31,927
  Commercial, primarily real estate
    mortgage.........................  17,097    29,868      14,400     61,365
  Real estate construction...........  28,766     1,340          --     30,106
  Consumer and other installment.....   1,035     5,526      18,378     24,939
                                        -----     -----      ------     ------
    Total............................ $47,263   $39,111     $61,963   $148,337
                                       ======    ======      ======    =======

                                        4
<PAGE>
     The  following  table sets  forth the dollar  amount of all loans due after
December 31, 2000,  which have fixed  interest  rates and which have floating or
adjustable interest rates.
<TABLE>
<CAPTION>
                                            Fixed Rate             Adjustable Rate
                                        -----------------  --------------------------------
                                        Amount    Percent    Amount    Percent      Total
                                        ------    -------  ---------  ---------    --------
                                                            (Dollars in Thousands)
<S>                                    <C>        <C>      <C>         <C>        <C>
Residential (1-4 family) mortgage..     $23,500    15.84%   $ 8,427     5.68%      $31,927
Commercial, primarily real estate
   mortgage........................      29,756     20.06    31,609     21.31       61,365
Real estate construction...........       2,377      1.60    27,729     18.69       30,106
Consumer and other installment.....      23,121     15.59     1,818      1.23       24,939
                                         ------     -----     -----      ----       ------
  Total............................     $78,754     53.09%  $69,583     46.91%    $148,337
                                         ======    ======    ======    ======      =======
</TABLE>

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

     The Bank  offers  ARMs that  adjust  every  year and have terms of up to 30
years.  Generally, on loans made prior to 1998, the interest rate adjustments on
ARMs were  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 made after January 1, 1998 are based on the 1 year treasury index.
ARMs  may be made at up to 95% of the  loan to value  ratio.  The Bank  does not
originate ARMs with negative amortization.

     The Bank 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 or released by the Bank.

     The Bank 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 Bank.  The rate on such  loans is  adjustable
monthly.

     The Bank's lending policies generally limit the maximum loan-to-value ratio
to  80%  of  the  appraised  value  of the  property,  based  on an  independent
appraisal. When the Bank 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.

     The loan-to-value ratio,  maturity, and other provisions of the residential
real estate loans made by the Bank reflect the policy of making loans  generally
below the  maximum  limits  permitted  under  applicable  regulations.  The Bank
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 Bank.

                                       5
<PAGE>

     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  Bank's  loan  portfolio  contain  due-on-sale  clauses
providing  that the Bank may declare the unpaid  amount due and payable upon the
sale of the property  securing the loan.  The Bank  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 Bank 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
Bank's  construction  loan  properties are located in the Bank's market area and
nearby counties.

     Construction loans are made to builders on a speculative and pre-sale 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 80% 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 75% 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 a Bank
representative.   At  December  31,  1999,   the  Bank  had  $21.95  million  in
construction loans outstanding secured by unsold properties.

     Construction loans to owner/borrowers have either fixed or adjustable rates
and are  underwritten in accordance with the same terms and  requirements as the
Bank's permanent mortgages on existing properties,  except that the builder must
qualify as an approved  contractor by the Bank, 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 Bank against  mechanics'  liens or whose credit,  financial
statements,  and  experience  have  been  approved  by the Bank.  Borrowers  are
typically  required to pay accrued  interest on the outstanding  balance monthly
during the  construction  phase.  At December 31,  1999,  there was $1.4 million
outstanding in construction  loans to  owner/borrowers.  The Bank originated and
$86.3 million and $62.9  million in  construction  loans on one- to  four-family
properties  during the fiscal  years ended  December  31, 1999 and  December 31,
1998, respectively.

     Commercial Loans. The Bank originates  commercial loans,  which represent a
growing  portion  of the  Bank's  lending  activities.  At  December  31,  1999,
outstanding  commercial loans amounted to $61 million. At December 31, 1999, the
largest  commercial  loan had a balance of $3 million  (reduced to $1.7  million
because of the  participation  in loan funding by other lenders) and was secured
by a condominium complex.

     Most of the bank's  commercial  lending  activities are in loans secured by
commercial  properties.  Such loans consist primarily of permanent loans secured
by small office buildings,

                                       6
<PAGE>

apartment  buildings,  churches,  and shopping  centers.  Commercial 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 Bank. Commercial 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  Installment  Loans.  Consumer  loans consist of savings
account  loans,   personal  secured  and  unsecured  loans,   automobile  loans,
watercraft  loans,  recreational  vehicle  loans,  and home  improvement  loans.
Substantially all of the Bank's consumer loans have fixed rates of interest.

     Loan Underwriting Risks.  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 to be
inaccurate,  it may be necessary for the Bank to advance funds beyond the amount
originally  committed to permit completion of the construction.  If the estimate
of value proves to be inaccurate, the Bank 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,  construction  lending often  involves the
disbursement  of  substantial  funds with repayment  dependent,  in part, on the
success of the project.  If the Bank is forced to foreclose on a property  prior
to or at completion  due to a default,  there can be no assurance  that the Bank
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 Bank has sought
to lessen this risk by limiting  construction  lending to qualified borrowers in
the  Bank's  market  area and by  limiting  the  number  of  construction  loans
outstanding at any time.

     Loans secured by commercial 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  commercial  real  estate is
typically  dependent upon the successful  operation or management of the related
project or company. If the cash flow from the project or company is reduced, the
borrower's  ability to repay the loan may be impaired.  The Bank 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 Bank 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.

     The  retention of ARMs in the Bank's  portfolio  helps to reduce the Bank'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

                                       7

<PAGE>

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 Bank 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 Bank has no  assurance  that  yields on ARM  loans  will be
sufficient to offset increases in the Bank's cost of funds.

     Loan Purchases and Sales. Generally, if the Bank determines that loan sales
are desirable for interest rate risk management or other purposes,  the Bank may
sell its 15 to 30 year  conventional  loans. The Bank uses standard Federal Home
Loan Mortgage  Corporation  ("FHLMC") and Federal National Mortgage  Association
("FNMA") documentation for its conventional loans. The Bank sells loans directly
to FNMA. Loans are generally sold with servicing  retained and without recourse.
The portion of the fixed rate mortgage loan portfolio that was eligible for sale
was sold to the secondary market. Loans that will be sold in future periods will
be loans that are originated in the future (new production) rather than loans in
the existing portfolio.

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

                                                         Year Ended December 31,
                                                          1999            1998
                                                       -------------------------
                                                              (In Thousands)
Total gross loans receivable at beginning of period     $ 123,357       $ 98,847
                                                         --------        -------
Loans originated:
  Residential (1 to 4 family) mortgage...............       6,033         14,515
  Commercial, primarily real estate mortgage.........      34,323         23,641
  Real estate construction...........................      86,259         62,910
  Consumer and other installment.....................      20,039         14,071
                                                          -------        -------
Total loans originated...............................     146,654        115,137
                                                          -------        -------
Loans sold:
  Residential (1 to 4 family)........................       8,599         17,177
Loans purchased......................................          --            370
Other loan activity:
  Loan principal repayments..........................     113,075         73,820
                                                          -------         ------
Total gross loans receivable at end of period........    $148,337       $123,357
                                                          =======        =======

     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 December 31,
                                                            1999    1998
                                                           ------  ------
                                                        (Dollars in Thousands)
Nonperforming loans:
  Restructured.........................................     $ --     $ --
  Nonaccrual (more than 90 days past due)..............      293      112
                                                             ---      ---
      Total nonperforming loans........................    $ 293    $ 112
                                                            ====     ====
Ratio of nonperforming loans as a percentage of total
loans, net.............................................     .19%     .09%
Ratio of nonperforming loans as a percentage of total
assets.................................................     .15%     .07%

     During the years ended  December  31, 1999 and  December  31,  1998,  gross
interest income of $5,997 and $3,540, 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 December 31, 1999 and December 31, 1998 was approximately
$40,041 and $98,000, respectively.



                                        9
<PAGE>

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

                                                               Year ended
                                                              December 31,
                                                         ----------------------
                                                           1999         1998
                                                         ---------    ---------
                                                         (Dollars in Thousands)

Total average loans outstanding ....................     $133,021      $114,359
                                                         ========      ========
Allowance balance (at beginning of period) .........     $    943      $    670
Provisions for loan losses .........................          341           275
Charge-offs:
  Real estate ......................................           --            --
  Consumer .........................................           71             3
Recoveries:
  Consumer .........................................           24             1
                                                         --------      --------
Allowance balance (at end of period) ...............     $  1,237      $    943
                                                         ========      ========
Allowance for loan losses as a percent of
  net loans receivable at end of period ............          .84%          .77%
Net loans charged off as a percent of
  average loans outstanding ........................          .05%         .001%
Ratio of allowance for loan losses to total
  loans delinquent 90 days or more at end
  of period ........................................          422%          842%
Ratio of allowance for loan losses to total
  loans delinquent 90 days or more and other
  nonperforming assets at end of period ............          312%          842%


     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.

     Real  Estate  Owned.  Real  estate  acquired  by the  Bank 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  Bank  had no real  estate  owned at
December 31, 1999.

Investment Securities Activities

     The Bank  invests in  specified  short  term  securities,  mortgage  backed
securities,  certain other  investments and the common stock of the Federal Home
Loan Bank of Atlanta.  The Bank's mortgage backed securities  portfolio consists
of participation  certificates issued by FHLMC and FNMA and secured by interests
in pools of conventional  mortgages originated by other financial  institutions.
The  Bank's  equity

                                       10
<PAGE>

investment  in the  Federal  Home  Loan  Bank of  Atlanta  is a  requirement  of
membership and allows the bank to borrow at favorable  overnight and longer term
rates.


     During the years ended December 31, 1999 and 1998 the Company sold $621,000
and $3.0 million, respectively, of available for sale investment securities. The
table  sets forth  certain  information  relating  to the  Company's  investment
securities portfolio at the dates indicated. All of the Company's securities are
classified as available for sale.

                                                      At December 31,
                                          --------------------------------------
                                                  1999               1998
                                          -----------------  -------------------
                                          Amortized   Fair   Amortized     Fair
                                            Cost      Value     Cost      Value
                                            ----      -----     ----      -----
                                                      (In Thousands)
Securities available for sale:
  U.S. Treasury and U.S. government
    agency obligations ..................  $28,374   $27,599   $29,138   $29,122
  Equity security .......................       --        --        64       134
  Municipal securities ..................      787       779        --        --
                                           -------   -------   -------   -------
    Total ...............................   29,161    28,378    29,202    29,256
                                           -------   -------   -------   -------
Mortgage-backed securities:

    FHLMC ...............................       --        --        --        --
    FNMA ................................      125       125       196       201
    GNMA ................................       --        --        --        --
                                           -------   -------   -------   -------
    Total ...............................      125       125       196       201
                                           -------   -------   -------   -------
    Total investment and mortgage-backed
        securities portfolio ............  $29,286   $28,503   $29,398   $29,457
                                           =======   =======   =======   =======

                                       11

<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 December 31, 1999. 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 December 31, 1999
                                -------------------------------------------------------------------------------------------------
                                                                                           More than
                                 One Year or Less  One to Five Years Five to Ten Years     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)
<S>                              <C>       <C>     <C>        <C>    <C>       <C>      <C>       <C>   <C>        <C>   <C>
Securities available for sale:
  U.S. Treasury and U.S.
  government agency obligations   $2,000    5.16%   $24,402    5.70%  $1,972    5.94%    $  --     5.68% $28,374    5.68% $27,599
  Mortgage-backed securities          --      --         --       --      --       --      125     4.41      125    4.41      125
  Municipal securities(1)             --      --         --       --     552     4.79      235     4.88      787    4.87      779
                                   -----            -------           ------              ----            ------           ------
Total investment and mortgage-
  backed securities portfolio     $2,000    5.16%   $24,402    5.70%  $2,524    5.69%     $360    4.71%  $29,286   5.30%  $28,503
                                   =====             ======            =====               ===            ======           ======

</TABLE>

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

                                       12
<PAGE>

Sources of Funds

     General.  The major  sources  of the  Bank'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
Bank also has  access to  advances  from the FHLB of Atlanta  and  correspondent
banks.

     Deposits.  Customer  deposits  are  attracted  principally  from within the
Bank's primary market area through the offering of a broad  selection of deposit
instruments including demand deposit accounts, checking accounts, 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  following  table  indicates  the amount of the Bank's time deposits of
$100,000 or more by time remaining until maturity at December 31, 1999.

   Maturity                                  Amount
------------------                          --------
                                          (In Thousands)
3 months or less .........................   $ 3,218
3-6 months ...............................     4,438
6-12 months ..............................     9,926
Over 12 months ...........................     2,750
                                             -------
                                             $20,332
                                              ======
Borrowings

     Deposits  are the  primary  source  of  funds  of the  Bank's  lending  and
investment activities and for its general business purposes. The Bank 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 Bank's stock
in the FHLB of  Atlanta  and a portion of the Bank's  first  mortgage  loans and
certain  other  assets.  At December  31,  1999,  the Bank had $13.1  million in
secured FHLB advances.

Subsidiary Activity

     The Company has one wholly owned  subsidiary,  the Bank, which is chartered
under  the  laws  of the  State  of  Georgia.  The  Bank  has one  wholly  owned
subsidiary,  CCF  Financial  Services,  Inc.  CCF  Financial  Services,  Inc., a
Georgia-chartered  corporation,  was  formed in 1996 and has  remained  inactive
since that time.


                                       13

<PAGE>

Personnel

     As of  December  31,  1999,  the Bank  had 79  full-time  and 17  part-time
employees.  The Company does not have any  employees  other than  officers.  The
Bank's employees are not 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 Bank. The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.

     General. The Company is a bank holding company registered with the Board of
Governors of the Federal  Reserve System (the "Federal  Reserve") under the Bank
Holding  Company  Act of 1956,  as amended  (the "BHC Act") and with the Georgia
Department  of Banking and Finance (the  "GDBF")  under the Georgia Bank Holding
Company  Act (the  "Georgia  BHC Act").  As such,  the Company is subject to the
supervision,  examination,  and  reporting  requirements  of the BHC Act and the
Georgia BHC Act, in addition to the regulations of the Federal Reserve.

     The BHC Act  requires  every  bank  holding  company  to  obtain  the prior
approval of the Federal  Reserve  before:  (i) it may acquire direct or indirect
ownership  or  control  of  any  voting  shares  of  any  bank  if,  after  such
acquisition, the bank holding company will directly or indirectly own or control
more  than  5% of  the  voting  shares  of  the  bank;  (ii)  it or  any  of its
subsidiaries,  other than a bank,  may acquire all or  substantially  all of the
assets of any bank;  or (iii) it may merge or  consolidate  with any other  bank
holding company.

     The BHC Act further  provides that the Federal  Reserve may not approve any
transaction  that would result in a monopoly or would be in  furtherance  of any
combination or conspiracy to monopolize or attempt to monopolize the business of
banking  in any  section  of the  United  States,  or the effect of which may be
substantially  to  lessen  competition  or to tend to create a  monopoly  in any
section of the  country,  or that in any other  manner  would be in restraint of
trade,  unless the  anticompetitive  effects  of the  proposed  transaction  are
clearly  outweighed by the public  interest in meeting the convenience and needs
of the community to be served.  The Federal Reserve is also required to consider
the financial and managerial  resources and future prospects of the bank holding
companies and banks  concerned and the convenience and needs of the community to
be served.  Consideration of the convenience and needs issues generally  focuses
on the parties' performance under the Community  Reinvestment Act. Consideration
of financial resources generally focuses on capital adequacy, which is discussed
below.

     The BHC Act  generally  prohibits  the Company from  engaging in activities
other  than  banking  or  managing  or  controlling  banks or other  permissible
subsidiaries  and from acquiring or retaining  direct or indirect control of any
company engaged in any activities other than those activities  determined by the
Federal  Reserve to be so closely  related to banking or managing or controlling
banks as to be a proper incident  thereto.  In determining  whether a particular
activity  is  permissible,   the  Federal  Reserve  must  consider  whether  the
performance of such an activity  reasonably can be expected to produce  benefits
to the public, such as greater convenience,  increased competition,  or gains in
efficiency,  that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest, or unsound
banking  practices.  For example,  factoring accounts  receivable,  acquiring or
servicing


                                       14
<PAGE>

loans,  leasing personal  property,  conducting  discount  securities  brokerage
activities,  performing  certain data  processing  services,  acting as agent or
broker in selling  credit life insurance and certain other types of insurance in
connection  with  credit   transactions,   and  performing   certain   insurance
underwriting  activities all have been  determined by the Federal  Reserve to be
permissible  activities  of bank holding  companies.  The BHC Act does not place
territorial  limitations on permissible  non-banking  activities of bank holding
companies.  Despite prior approval, the Federal Reserve has the power to order a
holding  company or its  subsidiaries  to terminate any activity or to terminate
its  ownership  or control of any  subsidiary  when it has  reasonable  cause to
believe  that  continuation  of such  activity  or  such  ownership  or  control
constitutes a serious risk to the financial safety,  soundness,  or stability of
any bank subsidiary of that bank holding company.

     Changes to federal law that take effect in March 2000 allow qualifying bank
holding  companies  to  become  financial  holding  companies  that  can  become
affiliated  with  securities  firms and insurance  companies and engage in other
activities that are financial in nature. Activities that are financial in nature
include securities  underwriting,  dealing and market making;  sponsoring mutual
funds and investment  companies;  insurance  underwriting  and agency;  merchant
banking  activities;  and activities that the Federal  Reserve  determines to be
closely related to banking.  These changes do not immediately impact the Company
and the Company is evaluating  whether these changes will ultimately  affect its
operations.

     The FDIC and the GDBF regularly  examine the operations of the Bank and are
given  authority  to  approve  or  disapprove   mergers,   consolidations,   the
establishment of branches,  and similar corporate actions. The FDIC and the GDBF
also have the power to  prevent  the  continuance  or  development  of unsafe or
unsound banking practices or other violations of law.

     Payment of Dividends.  The Company is a legal entity  separate and distinct
from its banking subsidiary.  The principal sources of cash flow of the Company,
including cash flow to pay dividends to its  shareholders,  are dividends by the
Bank.  There are federal and state  statutory and regulatory  limitations on the
payment of dividends by the Bank to the Company as well as by the Company to its
shareholders.

     The payment of  dividends  by the Company and the Bank may also be affected
or  limited by other  factors,  such as the  requirement  to  maintain  adequate
capital above  regulatory  guidelines and the requirement that the Bank maintain
capital  at  least  equal  to a  liquidation  account  created  at  the  time  a
predecessor to the Bank converted from mutual to stock form.

     Capital Adequacy.  The Company and the Bank are required to comply with the
substantially  identical capital adequacy  standards  established by the Federal
Reserve  and the FDIC in the case of the Bank.  There are two basic  measures of
capital adequacy: a risk-based measure and a leverage measure.

     The risk-based  capital  standards are designed to make regulatory  capital
requirements  more sensitive to differences in risk profile among banks and bank
holding companies,  to account for off-balance-sheet  exposure,  and to minimize
disincentives for holding liquid assets. Assets and off-balance-sheet  items are
assigned to broad risk categories,  each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total  risk-weighted  assets
and off-balance-sheet items.

     The minimum guideline for the ratio (the "Total Risk-Based  Capital Ratio")
of total capital ("Total Capital") to risk-weighted  assets is 8%. At least half
of that capital  level must consist of common stock,  minority  interests in the
equity accounts of consolidated subsidiaries,  noncumulative perpetual preferred


                                       15
<PAGE>

stock,  and a limited  amount of  cumulative  perpetual  preferred  stock,  less
goodwill and certain other intangible  assets ("Tier 1 Capital").  The remainder
may consist of subordinated debt, other preferred stock, and a limited amount of
loan loss reserves ("Tier 2 Capital").

     In addition,  the Federal  Reserve and the FDIC have adopted  substantially
identical  regulations  that  supplement the risk-based  guidelines to include a
minimum  leverage  ratio of 3% of Tier 1 capital to total  assets less  goodwill
(the "leverage  ratio").  Depending on the risk profile of the  institution  and
other factors,  the  regulatory  agencies may require a leverage 1% to 2% higher
than the  minimum  3% level.  The  guidelines  also  provide  that bank  holding
companies  experiencing  internal growth or making acquisitions will be expected
to maintain capital positions substantially above the minimum supervisory levels
without  significant  reliance on intangible  assets.  Furthermore,  the Federal
Reserve has indicated that it will consider a "tangible Tier 1 Capital  Leverage
Ratio"  (deducting  all  intangibles)  and other indicia of capital  strength in
evaluating proposals for expansion or new activities.

     The Company and the Bank were in compliance with applicable minimum capital
requirements as of December 31, 1999.

     Failure to meet  capital  guidelines  could  subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit  insurance  by the FDIC,  a  prohibition  on the  taking of  brokered
deposits, and other restrictions on its business.

     Support of Subsidiary  Institutions.  Under  Federal  Reserve  policy,  the
Company is expected to act as a source of financial  strength for, and to commit
resources  to  support,  the Bank.  This  support may be required at times when,
absent such Federal Reserve  policy,  the Company may not be inclined to provide
it. In  addition,  any  capital  loans by a bank  holding  company to any of its
banking  subsidiaries  are  subordinate  in right of payment to deposits  and to
certain  other  indebtedness  of such  banks.  In the  event  of a bank  holding
company's  bankruptcy,  any commitment by the bank holding  company to a federal
bank regulatory  agency to maintain the capital of a banking  subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

     Prompt  Corrective  Action.  Federal  banking  regulators  are  required to
establish five capital  categories (well  capitalized,  adequately  capitalized,
undercapitalized,     significantly     undercapitalized,     and     critically
undercapitalized)  and to take certain mandatory  supervisory  actions,  and are
authorized to take other discretionary  actions, with respect to institutions in
the three  undercapitalized  categories,  the severity of which will depend upon
the capital category in which the institution is placed.


                                       16

<PAGE>

     The capital levels established for each of the categories are as follows:

                                                Total
                                              Risk-Based    Tier 1 Risk-
         Capital Category   Tier 1 Capital     Capital       Capital
         ----------------   --------------     -------       -------

         Well Capitalized   5% or more       10% or more    6% or more
         Adequately
         Capitalized        4% or more       8% or more     4% or more
         Undercapitalized   less than 4%     less than 8%   less than 4%
         Significantly
         Undercapitalized   less than 3%     less than 6%   less than 3%
         Critically         2% or less
         Undercapitalized   tangible equity        --             --


     For purposes of the regulation,  the term "tangible  equity"  includes core
capital  elements  counted  as Tier 1 Capital  for  purposes  of the  risk-based
capital standards, plus the amount of outstanding cumulative perpetual preferred
stock  (including  related  surplus),  minus all intangible  assets with certain
exceptions.  A depository  institution  may be deemed to be in a  capitalization
category  that is lower than is indicated by its actual  capital  position if it
receives an unsatisfactory examination rating.

     An  institution  that is  categorized  as  undercapitalized,  significantly
undercapitalized,  or  critically  undercapitalized  is  required  to  submit an
acceptable capital restoration plan to its appropriate federal banking agency. A
bank holding  company must  guarantee that a subsidiary  depository  institution
meets  its  capital  restoration  plan,  subject  to  certain  limitations.  The
obligation of a controlling  holding company to fund a capital  restoration plan
is limited to the lesser of 5% of an undercapitalized subsidiary's assets or the
amount required to meet regulatory  capital  requirements.  An  undercapitalized
institution  is also  generally  prohibited  from  increasing  its average total
assets,  making acquisitions,  establishing any branches, or engaging in any new
line of business, except in accordance with an accepted capital restoration plan
or with the approval of the FDIC.

     At December 31, 1999, the Bank had the requisite  capital levels to qualify
as well capitalized.

     Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank 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 also  maintains  another  insurance  fund, the Bank Insurance Fund
("BIF"),  which primarily  insures  commercial  bank deposits.  The Bank did not
become a member  of the BIF in  connection  with its  conversion  from a federal
thrift to a  Georgia-chartered  commercial bank. Members of the SAIF and BIF pay
assessed  fees to their  respective  fund so that the  funds are  maintained  at
required  levels.  Assessments  can

                                       17
<PAGE>

be increased  if the reserves  fall below  required  levels.  In 1996, a special
assessment of 0.657% of deposits was required of members of SAIF.

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

     (a) Properties.

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

     The Bank  obtains  rental  income  through the leasing of space in its main
office  building.  During the fiscal years ended  December 31, 1999 and December
31, 1998, such rental income was $9,500 and $21,240, respectively.

     (b) Investment Policies.

     See "Item 1.  Description of Business"  above for a general  description of
the  Bank's  investment  policies  and any  regulatory  or Board  of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  All of the
Bank's  investment  policies are reviewed and approved by the Board of Directors
of the Bank, and such policies, subject to regulatory restrictions (if any), can
be changed without a vote of stockholders.  The Bank'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.
Description  of  Business - Lending  Activities,"  and "Item 2.  Description  of
Property. (a) Properties" above.

     (2)  Investments  in Real Estate  Mortgages.  See "Item 1.  Description  of
Business - Lending Activities."

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

     (c) Description of Real Estate and Operating Data.

     Not Applicable.

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

     The Company and the Bank, 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 Bank 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 Bank. In
the opinion of management, no material loss is expected from any of such pending
claims or lawsuits.

                                       18
<PAGE>


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 December 31, 1999.

                                     PART II


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

     The  information  contained  under  the  section  captioned  "Stock  Market
Information" on page 2 of the Company's  Annual Report for the fiscal year ended
December 31, 1999 (the "Annual Report"), is incorporated herein by reference.

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

     The information contained in the section captioned "Management's Discussion
and Analysis" 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.  These statements are listed under Item 13 of
this report.

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

     On June 11,  1998,  the board of  directors  of the Company  determined  to
engage Porter Keadle Moore, LLP as its independent  auditors for the fiscal year
ended  December  31,  1998.  On June 15,  1998,  the Company  notified  KPMG LLP
("KPMG"),  its independent auditors for the fiscal years ended December 31, 1997
and September  30, 1996 and the three- month period ended  December 31, 1996, of
this determination and that KPMG would not be engaged for the fiscal year ending
December 31, 1998. On May 7, 1998,  the Company had orally advised KPMG that the
audit  committee of the board of directors of the Company would likely  consider
this  matter  during a meeting on June 11, 1998 and would  thereafter  report on
this matter to the board of  directors.  The  determination  to replace KPMG was
approved by the full board of directors of the Company.

     The  reports of KPMG for the  fiscal  years  ended  December  31,  1997 and
September 30, 1996 and the three-month  period ended December 31, 1996 contained
no adverse  opinion or  disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles. During the fiscal years
ended December 31, 1997 and September 30, 1996 and the three-month  period ended
December  31, 1996 and during the period from  January 1, 1998 to June 15, 1998,
there were no disagreements  between the Company and KPMG concerning  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make  reference in  connection  with their opinion to the subject
matter of the disagreement. On December 10, 1996, the Company changed its fiscal
year end from September 30th to December 31st.


                                       19


<PAGE>

                                    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 April 26, 2000 (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.

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.       Report of Certified Public Accountants


                                       20
<PAGE>

     2.   CCF Holding Company and Subsidiary

          (a)  Consolidated Balance Sheets at December 31, 1999 and December 31,
               1998
          (b)  Consolidated  Statements of Earnings for the years ended December
               31, 1999 and December 31, 1998
          (c)  Consolidated  Statements  of  Comprehensive  Income for the years
               ended December 31, 1999 and December 31, 1998
          (d)  Consolidated  Statements  of  Stockholders'  Equity for the years
               ended December 31, 1999 and December 31, 1998
          (e)  Consolidated  Statements  of  Cash  Flows  for  the  years  ended
               December 31, 1999 and December 31, 1998
          (f)  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**
          10.1 Management Stock Bonus Plan***
          10.2 1995 Stock Option Plan***
          10.3 Employment Agreement with David B. Turner****
          10.4 Employment or Change in Control  Agreements  with other executive
               officers****
          10.5 Supplemental  Retirement Plans and related Split Dollar Insurance
               Plans for executives
          13   Annual Report to Stockholders  for the fiscal year ended December
               31, 1999 (only those portions incorporated by reference  in  this
               document are deemed filed)
          21   Subsidiaries of the Registrant****
          23   Consent of Porter Keadle Moore, LLP
          27   Financial Data Schedule

(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 exhibit  3(i) of the  Registrant's  Quarterly
     Report on Form 10-QSB for the  quarterly  period ended  September  30, 1998
     (File No. 0-25846).
**   Incorporated by reference to exhibit 3.2 of the Registrant's  Annual Report
     on Form 10-KSB for the fiscal year ended December
         31, 1997 (File No. 0-25846).
***  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).
**** Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     Registrant's  Annual  Report  on Form  10-KSB  for the  fiscal  year  ended
     December 31, 1998 (File No. 0-25846).

                                       21
<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:  March 29, 2000             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 indicated on March 29, 2000.
<TABLE>
<CAPTION>

<S>                                            <C>
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)


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



By:      /s/Joe B. Mundy                          By:      /s/ Mary Jo Rogers
         --------------------------------------            ------------------------------------
         Joe B. Mundy                                      Mary Jo Rogers
         Director                                          Senior Vice President and Chief Financial
                                                           Officer (Principal Accounting and
                                                           Financial Officer)


By:      /s/John T. Mitchell                               /s/ Leonard A. Moreland
         --------------------------------------            ------------------------------------
         John T. Mitchell                                  Leonard A. Moreland
         Director                                          Executive Vice President and Director

</TABLE>