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, 1997,

[ ]      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. [ ]

         State issuer's revenues for its most recent fiscal year. $8.4 million

         As of March 16, 1998 there were issued and  outstanding  899,024 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 24, 1998,  was $14.8
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, 1997 (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").  On July 11,
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 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 Bank 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 Bank  include  the  Company  unless the context
otherwise  indicates.  In December 1996, the Company changed its fiscal year end
from  September  30th to December  31st.  The Company did not recast  prior year
financial statements on a calendar year basis so as to compare operating results
for the year ended December 31, 1997 to the year ended December 31, 1996 because
operating results for 1996 on a calendar year basis and comparative  discussions
of  operating  results  would  not  have  differed  significantly  from  what is
presented in this report.

                                        2

<PAGE>




         The Bank is a  federally  chartered  stock  savings  association  which
originally  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 by  single-family
residential  real  estate.  Since the early part of 1997,  the Bank has begun to
expand 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.  Between September
30, 1996 and December 31, 1997 the Bank  significantly  expanded the size of its
commercial  (primarily  real  estate  mortgages)  and  construction   (primarily
residential)  lending  portfolios as well as the amount of the deposits it holds
and the level of  borrowing  from the Federal Home Loan Bank.  During 1997,  the
Bank also opened two new branch  offices and  converted  two  existing  customer
service facilities into full service branch offices.

         The Bank 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 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's primary market area is Clayton  County,  Georgia,  where the
Bank 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 Bank also solicits  deposits and makes loans in the
adjacent  market area of Fayette and Henry  counties in Georgia,  where the Bank
operates one office in each county. To a much lesser extent, the Bank also makes
loans in Coweta, Rockdale, Spalding, and Lamar counties, Georgia.

         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.  The Bank is the only savings  association  headquartered in
any of the three counties of Clayton, Henry, or Fayette.

         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, real estate brokers, and contractors.

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
one- to  four-family  residential  real estate with many of them  conforming  to
secondary market guidelines.  However, the increase in the loan portfolio during
1997 was mainly due to the increase in commercial lending (primarily real estate
mortgages) and, to a lesser extent, construction lending (primarily residential)
as the Bank begins to provide more of the products and services that are offered
by its competitors, including commercial banks. During 1997, the

                                        3

<PAGE>



Bank hired several local area lending  officers  whose primary  experience is in
commercial lending.  This experience was needed as the Bank seeks to broaden its
product base, particularly commercial lending.

         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.
<TABLE>
<CAPTION>

                                                              At December 31,                  At September 30,
                                                        -------------------------          -----------------------------
                                                                   1997                               1996
                                                        -------------------------          -----------------------------
                                                        Amount            Percent          Amount                Percent
                                                        ------            -------          ------                -------
                                                                         (Dollars in Thousands)
<S>                                                     <C>               <C>              <C>                     <C>
Loan Category
Residential (1-4 family) mortgage...........            $49,031           49.50%           $45,510                 80.79%
Commercial, primarily real estate
  mortgage..................................             29,822           30.11                 --                    --
Real estate construction....................             16,231           16.39              7,056                 12.53
Other mortgage..............................              1,289            1.30              2,698                  4.79
Consumer and other installment..............              2,680            2.70              1,066                  1.89
                                                        -------          ------            -------                ------
    Total loans receivable..................             99,053          100.00%            56,330                100.00%
                                                        -------          ======            -------                ======
Less:
  Undisbursed proceeds on
    loans in process........................               (206)                            (3,790)
  Unamortized loan fees and
    costs, net..............................               (636)                              (500)
  Allowance for loan losses.................               (670)                              (540)
                                                        -------                           --------
    Total loans, net........................            $97,541                           $ 51,500
                                                        =======                           ========
</TABLE>


         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's loan  portfolio  at  December  31,  1997.  The table does not include
prepayments.  Prepayments and scheduled  principal  repayments on loans totalled
$28.1  million  and $15.2  million  for the years  ended  December  31, 1997 and
September 30, 1996,  respectively.  Adjustable-rate  mortgage loans are shown as
maturing based on repricing dates.
<TABLE>
<CAPTION>


                                                                     December 31, 1997
                                                     ------------------------------------------------------------
                                                      Within            One to Five        After Five
                                                     One Year              Years              Years        Total
                                                     --------           -----------        ----------     -------
                                                                        (In Thousands)
<S>                                                   <C>                 <C>               <C>           <C>
Residential (1-4 family) mortgage.........            $25,986             $ 1,618           $21,427       $49,031
Commercial, primarily real estate
  mortgage................................              4,473              16,402             8,947        29,822
Real estate construction..................             16,231                  --                --        16,231
Other mortgage............................              1,030                 259                --         1,289
Consumer and other installment............                402               2,010               268         2,680
                                                      -------             -------           -------       -------
  Total...................................            $48,122             $20,289           $30,642       $99,053
                                                      =======             =======           =======       =======
</TABLE>



                                        4

<PAGE>



         The following table sets forth the dollar amount of all loans due after
December 31, 1998,  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 (1-4 family) mortgage...............           $19,811           20.0         $ 3,234             3.3         $23,045
Commercial, primarily real estate
   mortgage.....................................            16,983           17.1           8,366             8.4          25,349
Real estate construction........................                --             --              --              --              --
Other mortgage..................................               173            0.2              86             0.1             259
Consumer and other installment..................             1,526            1.5             752             0.8           2,278
                                                           -------           ----         -------            ----         -------
  Total.........................................           $38,493           38.8         $12,438            12.6         $50,931
                                                           -------           ----         -------            ----         -------
</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,  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 Bank  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 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 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, based on the highest prime rate published in The Wall Street
Journal plus 1.5%, 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 Bank'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 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.


                                        5

<PAGE>

         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. The Bank 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  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  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 a Bank
representative. At December 31, 1997, the Bank had $14.1 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, 1997,  there was $1.1
million  outstanding  in  construction  loans  to   owner/borrowers.   The  Bank
originated  $24.9  million  and $9.2  million in  construction  loans on one- to
four-family  properties  during the fiscal  years  ended  December  31, 1997 and
September 30, 1996, respectively.

         Commercial  Real Estate  Loans.  The Bank  originates  commercial  real
estate  loans,   which  represent  a  growing  portion  of  the  Bank's  lending
activities. At December 31, 1997, outstanding

                                        6

<PAGE>



commercial  real estate loans amounted to $27.7  million.  At December 31, 1997,
the largest  commercial  real estate loan had a balance of $1.5  million and was
secured by a shopping center.

         Commercial  real  estate  loans  consist  of  permanent  loans  secured
primarily by small office buildings, 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.  Regulations  permit  federally
chartered savings  associations to make secured and unsecured  consumer loans up
to 35% of the Bank's assets.  In addition,  the Bank has lending authority above
the 35% limit for certain  consumer loans,  such as home  improvement  loans and
loans secured by savings  accounts.  The Bank 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 December
31, 1997, these consumer loans totaled $2.7 million, or 2.7% of the Bank's total
loan portfolio.  Substantially all of the Bank's consumer loans have fixed rates
of interest.

         The  underwriting  standards  employed by the Bank 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 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  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.

         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 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 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,

                                        7

<PAGE>



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.

         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,  fixed-rate  80%  or  more  loan-to-value
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 FHLMC
and FNMA. Loans are generally sold with servicing retained and without recourse.



                                        8

<PAGE>



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

                                                                                  Year Ended
                                                                 ---------------------------------------------
                                                                 December 31, 1997          September 30, 1996
                                                                 -----------------          ------------------
                                                                                 (In Thousands)
<S>                                                                   <C>                         <C>
Total gross loans receivable at beginning of period...........        $ 56,330                    $ 47,975
                                                                      --------                    --------

Loans originated:
  Residential (1 to 4 family) mortgage........................          15,554                      11,645
  Commercial, primarily real estate mortgage..................          30,333                          --
  Real estate construction....................................          23,894                       9,221
  Consumer and other installment..............................           2,235                       1,675
  Other mortgage..............................................              --                       3,443
                                                                      --------                    --------
Total loans originated........................................          72,016                      25,984
                                                                      --------                    --------

Loans sold:
  Residential (1 to 4 family).................................           1,854                       2,455

Loans purchased...............................................             750                          --

Other loan activity:
  Loan principal repayments...................................          28,189                      15,174
                                                                      --------                    --------
Total gross loans receivable at end of period.................        $ 99,053                    $ 56,330
                                                                      ========                    ========
</TABLE>

         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 December 31, 1997 was a loan for
which the net retained participation interest of the Bank totalled approximately
$1.5 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.


                                        9

<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,  At September 30,
                                               ---------------  ----------------
                                                     1997             1996
                                               ---------------  ----------------
                                                     (Dollars in Thousands)
Nonperforming loans:
  Restructured .............................       $    --          $    --
  Nonaccrual (more than 90 days past due) ..           366              601
                                                   -------          -------
      Total nonperforming loans ............       $   366          $   601
                                                   =======          =======

Ratio of nonperforming loans as a percentage
of total loans, net ........................          0.38%            1.17%
Ratio of nonperforming loans as a percentage
of total assets ............................          0.29%            0.75%



         During the years ended December 31, 1997 and September 30, 1996,  gross
interest income of $30,000 and $18,000,  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  December  31,  1997 and  September  30, 1996 was
approximately $14,000 and $35,000, 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 Bank'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  institution's  regulatory  capital,  while specific
valuation allowances for credit losses generally do not

                                       10

<PAGE>



qualify as regulatory  capital. At December 31, 1997 the Bank had a general loan
loss allowance of $670,000.

         At  December  31,  1997,  the Bank had  approximately  $1.3  million of
special  mention and  classified  loans,  $762,000 of which were  classified  as
substandard  and  none of which  were  classified  as  doubtful  or loss.  As of
December  31,  1997,  the Bank had  $564,000 of loans which were  classified  as
special   mention.   Substandard  and  special  mention  assets  consist  of  18
residential real estate loans, only two of which exceeded $100,000, one consumer
loan  totalling  approximately  $1,400,  and two  commercial  real estate  loans
totalling approximately $450,000. The Company considers its substandard loans as
potential problem loans; however, management does not anticipate any significant
losses on these loans as these assets are adequately secured by real estate. The
Bank believes that its allowance for loan losses is adequate to cover  potential
losses on loans. Management will continue to monitor and adjust the allowance as
necessary  in  future  periods  based  on  growth  in the loan  portfolio,  loss
experience  and  the  continued  expected  changing  mix of  loans  in the  loan
portfolio.  If the size of the loan  portfolio  continues  to  increase  and the
relevant  proportion in that  portfolio of  commercial  and  construction  loans
increases,  it is expected  that the  provision for loan losses will increase in
order to maintain the allowance at an adequate level.

         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>
                                                                    Year ended            Year ended
                                                                    December 31,          September 30,
                                                                    ------------          -------------
                                                                        1997                  1996
                                                                    ------------          -------------
                                                                          (Dollars in Thousands)

<S>                                                                   <C>                   <C>
Total average loans outstanding...........................            $ 82,973              $ 47,293
                                                                      ========              ========
Allowance balance (at beginning of period)................            $    547              $    409
Provisions for loan losses................................                 127                   130
Charge-offs:
  Real estate.............................................                  --                    --
  Consumer................................................                   4                    --
Recoveries:
  Consumer................................................                  --                     1
                                                                      --------              --------
Allowance balance (at end of period)......................            $    670              $    540
                                                                      ========              ========
Allowance for loan losses as a percent of
  net loans receivable at end of period...................                 0.7%                  1.0%
Net loans charged off as a percent of
  average loans outstanding...............................                  --%                   --%
Ratio of allowance for loan losses to total
  loans delinquent 90 days or more at end
  of period...............................................                55.0%                 89.9%
Ratio of allowance for loan losses to total
  loans delinquent 90 days or more and other
  nonperforming assets at end of period...................                55.0%                 89.9%

</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

                                       11

<PAGE>

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.

         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 December 31,                      At September 30,
                                                                    1997                                   1996
                                                          --------------------------------       ----------------------------
                                                                              Percent of                         Percent of
                                                                             Loans in each                      Loans in each
                                                                              Category to                        Category to
                                                          Amount              Total Loans        Amount          Total Loans
                                                          ------              -----------        ------          -----------
                                                                                 (Dollars in Thousands)
<S>         <C>                                            <C>                   <C>              <C>                <C>
Balance at end of period applicable to:
Residential (1-4 family) mortgage....................      $   42                49.50%           $316               80.79%
Real estate construction.............................         288                16.39              52               12.53
Commercial, primarily real estate mortgage...........         294                30.11              --                  --
Consumer and other...................................          46                 4.00             172                6.68
                                                           ------               ------            ----              ------
    Total ...........................................      $  670               100.00%           $540              100.00%
                                                           ======               ======            ====              ======
</TABLE>

         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, 1997.

Investment and Mortgage-backed Securities Activities

         Investment  Securities.  The Bank 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 Bank 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 Bank's loan origination, deposit withdrawals, and other activities.

         Mortgage-backed   Securities.  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.

         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.


                                       12

<PAGE>



         At September 30, 1996,  the Company  transferred  all  mortgaged-backed
securities  from held to maturity to available for sale.  During the years ended
December  31, 1997 and  September  30,  1996,  the Company sold $6.3 million and
$372,000, respectively, of available for sale mortgage-backed securities.

         The  following  table sets forth  certain  information  relating to the
Company's  investment  and  mortgage-backed  securities  portfolios at the dates
indicated, which are all classified as available for sale.
<TABLE>
<CAPTION>

                                             At December 31,     At September 30,
                                           ------------------   -----------------
                                                   1997                1996
                                           ------------------   -----------------
                                           Amortized    Fair    Amortized    Fair
                                              Cost      Value     Cost      Value
                                           ---------   ------   ---------   -----

<S>                                          <C>       <C>       <C>       <C>
Securities available for sale:
  U.S. Treasury and U.S. government
    agency obligations ...................     7,984     7,983    11,405    11,334
  Equity security ........................     1,244     1,580       783     1,170
  Municipal securities ...................       158       159       869       849
                                             -------   -------   -------   -------
    Total ................................     9,386     9,722    13,057    13,353
                                             -------   -------   -------   -------

  Mortgage-backed securities:
    FHLMC ................................       235       234     3,229     3,201
    FNMA .................................     1,597     1,604     5,357     5,239
    GNMA .................................        --        --     1,665     1,585
                                             -------   -------   -------   -------
    Total ................................     1,832     1,838    10,251    10,025
                                             -------   -------   -------   -------
      Total investment and mortgage-backed
        securities portfolio .............   $11,218   $11,560   $23,308   $23,378
                                             =======   =======   =======   =======

</TABLE>

                                       13

<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, 1997. 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, 1997
                      -------------------------------------------------------------------------------------------------------------
                        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)
<S>                     <C>       <C>       <C>         <C>        <C>      <C>      <C>                   <C>       <C>    <C>
Securities available
 for sale:
  U.S. Treasury and
  U.S. government
  agency obligations..  $1,000    5.36%     $5,991      6.16%      $993     6.66%    $    --       --%     $7,984    6.12%  $7,983
  Mortgage-backed
  securities..........     236    5.05       1,224      6.10         --        --        372     7.37       1,832    6.22    1,838
  Equity security.....      --      --          --         --        --        --      1,244        --      1,244       --   1,580
  Municipal
  securities(1).......      --      --          --         --        --        --        158     4.00         158    4.00      159
Total investment and
  mortgage-backed
  securities portfolio   1,236    5.30       6,718      6.16        993      6.66      1,774     6.35      11,218    6.13   11,560

</TABLE>


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



                                       14

<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.

         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  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 Bank on deposits  are set weekly based
upon an evaluation of the following factors: (i) the Bank'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 Bank
wishes to maintain;  (iii) the cost of borrowing  from other sources  versus the
cost  of  acquiring  funds  through  customer  deposits;  and  (iv)  the  Bank's
anticipation of future economic conditions and related interest rates.

         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, 1997.

                Maturity                                 Amount
----------------------------------------             -------------
                                                     (In Thousands)
3 months or less........................                 $2,923
3-6 months..............................                    525
6-12 months.............................                  3,120
Over 12 months..........................                  1,865
                                                         ------
                                                         $8,433
                                                         ======

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.  The Bank, 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 December 31, 1997, the Bank had $18.5
million in secured FHLB advances.

Subsidiary Activity

         The  Company  has one  wholly  owned  subsidiary,  the  Bank,  which is
chartered  under the laws of the United States.  The Bank 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% of assets

                                       15

<PAGE>



when such additional  investment is utilized primarily for community development
purposes.  At December 31, 1997, the Bank 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 Bank.
The Bank's investment in its subsidiary totalled $1,000 at December 31, 1997.

Personnel

         As of December 31, 1997,  the Bank had 64 full-time and nine  part-time
employees.  The Company does not have any employees other than officers. None of
the Bank'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 Bank. 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 Bank 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 Bank  satisfies  the  Qualified  Thrift  Lender  ("QTL")  test or a somewhat
similar  test for  domestic  building  and  loan  associations.  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  Bank 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 Bank - Qualified Thrift
Lender Test."

Regulation of the Bank

         General. As a federally  chartered,  SAIF-insured  savings association,
the Bank 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 Bank is
also subject to certain reserve requirements  promulgated by the Federal Reserve
Board.


                                       16

<PAGE>



         The OTS, in conjunction with the FDIC,  regularly examines the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that are found in the Bank's  operations.  The Bank'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 Bank's mortgage documents.

         The Bank 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 Bank,  and
their operations.

         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.

         As a member of the SAIF, the Bank paid an insurance premium to the FDIC
equal to a minimum  of 0.23% of its  total  deposits.  The FDIC  also  maintains
another insurance fund, the Bank Insurance Fund ("BIF"), which primarily insures
commercial  bank deposits.  In 1996, the annual  insurance  premium for most BIF
members  was lowered to $2,000.  The lower  insurance  premiums  for BIF members
placed SAIF members at a competitive disadvantage to BIF members.

         Effective  September  30,  1996,  federal  law was revised to mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
 .657% of deposits held on March 31, 1995. Beginning January 1, 1997, the deposit
insurance  assessment  for SAIF  members  was reduced to .064% of deposits on an
annual basis through the end of 1999. During this same period,  BIF members will
be assessed approximately .013% of deposits. After 1999, assessments for BIF and
SAIF  members  should  be  the  same.  It  is  expected  that  these  continuing
assessments  for both  SAIF and BIF  members  will be used to repay  outstanding
Financing Corporation bond obligations.  As a result of these changes, beginning
January 1, 1997,  the rate of deposit  insurance  assessed the Bank  declined by
approximately 70%.

         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.


                                       17

<PAGE>



         As shown  below,  the Bank's  regulatory  capital  exceeded all minimum
regulatory capital requirements applicable to it as of December 31, 1997:
<TABLE>
<CAPTION>
                                                                             Percent of
                                                                              Adjusted
                                                           Amount               Assets
                                                           ------               ------
                                                             (Dollars in Thousands)

<S>                                                       <C>                     <C>
Tangible Capital:
Regulatory requirement...............................     $  1,868                1.50%
Regulatory capital...................................       10,350               10.17
                                                           -------                ----
  Excess.............................................      $ 8,482                8.67%
                                                           =======                ====

Core Capital:
Regulatory requirement...............................      $ 3,737                3.00%
Regulatory capital...................................       10,350               10.17
                                                           -------                ----
  Excess.............................................      $ 6,613                7.17%
                                                           =======                ====

Risk-Based Capital:
Regulatory requirement...............................      $ 6,676                8.00%
Regulatory capital...................................       11,020               13.19
                                                           -------                ----
  Excess.............................................      $ 4,344                5.19%
                                                           =======                ====
</TABLE>

         Net  Portfolio  Value.  In  recent  years,  the Bank 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 on 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.  At  December  31,  1997,  had the rule  applied to the Bank,  a
deduction  would have been required.  Institutions,  such as the Bank, 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 Bank is not  subject  to the  rule,  the
following table presents the Bank's NPV at December 31, 1997, as calculated by a
third party for the Bank.


                                       18

<PAGE>

         The Bank 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 Bank may undertake in response
to changes in interest rates.

<TABLE>
<CAPTION>

         Change in              Estimated          Amount of            Percent of             NPV             Change (basis
   Rates (basis points)          NPV($)         Change ($) (1)         NPV Change (2)      Ratio (%) (3)        points) (4)
-------------------------      -----------      --------------         --------------      -------------       -------------
                                                     (Dollars in Thousands)

<S>                              <C>                <C>                     <C>                <C>                 <C>
           +400                  22,498             (4,717)                 (17)               18.30               -384
           +300                  23,537             (3,678)                 (14)               19.15               -299
           +200                  24,664             (2,551)                 (9)                20.07               -207
           +100                  25,887             (1,328)                 (5)                21.06               -108
            --                   27,215                --                    --                22.14                 --
           -100                  28,658              1,443                   5                 23.31                117
           -200                  30,225              3,010                   11                24.59                245
           -300                  31,929              4,714                   17                25.98                384
           -400                  33,781              6,566                   24                27.48                534
</TABLE>

-----------------
(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.
(3)      Calculated as estimated NPV divided by present value of total assets.
(4)      Calculated  as the excess  (deficiency)  of the NPV ratio  assuming the
         indicated  change  in  interest  rates  over the  estimated  NPV  ratio
         assuming no change in interest rates.

         The Bank 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  Bank  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 Bank 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 Bank
below the amount required for the liquidation account to be established pursuant
to the 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
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

                                       19

<PAGE>



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 December 31,
1997,  the Bank was a Tier 1  institution.  In the event the Bank'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  Bank'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  December 31, 1997 and September  30, 1996,  the dividend
payout ratio  (dividends  declared per share divided by net income per share) of
the Company was 305.88% and 111.11%, 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 Bank  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.  A bank 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 December
31,  1997,  the Bank 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 December 31, 1997, the Bank 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 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 and an office building adjacent to its Forest Park branch office
and its former Riverdale  branch office.  During the fiscal years ended December
31, 1997 and  September  30, 1996,  such rental  income was $43,000 and $49,000,
respectively.


                                       20


<PAGE>


         (b) Investment Policies.


         See "Item 1.  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. Business - Lending  Activities," "Item 1. Business - Regulation of the Bank,"
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 of the Bank."

         (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 of the Bank."

         (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.

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, 1997.

                                     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 December
31, 1997 (the "Annual Report"), is incorporated herein by reference.

                                       21
<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 April 21,  1998 (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.

                                       22
<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 Subsidiary

                  (a)      Consolidated  Balance Sheets at December 31, 1997 and
                           September 30, 1996
                  (b)      Consolidated  Statements of Income for the year ended
                           December  31, 1997,  the three months ended  December
                           31, 1996, and the years ended  September 30, 1996 and
                           1995
                  (c)      Consolidated  Statements of Stockholders'  Equity for
                           the year ended  December 31,  1997,  the three months
                           ended   December  31,  1996,   and  the  years  ended
                           September 30, 1996 and 1995
                  (d)      Consolidated  Statements  of Cash  Flows for the year
                           ended  December  31,  1997,  the three  months  ended
                           December 31, 1996, and the years ended  September 30,
                           1996 and 1995
                  (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

                  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

                  13       Annual  Report to  Stockholders  for the fiscal  year
                           ended December 31, 1997.

                  21       Subsidiaries of the Registrant

                  23       Consent of KPMG Peat Marwick LLP

                                       23
<PAGE>


                  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 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).
***      Incorporated  by reference to Exhibit 10.3 of the  Registrant's  Annual
         Report on Form 10-KSB for the fiscal year ended  September  30, 1996 as
         filed with the Commission on December 30, 1996 (File No. 0-25846).


                                       24

<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 30, 1998                       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:    March 30, 1998                       Date:    March 30, 1998


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

Date:    March 30, 1998                       Date:    March 30, 1998


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

Date:    March 30, 1998                       Date:    March 30, 1998