SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549
	_______________________

	FORM 10-KSB
	_______________________

	Annual Report Pursuant to Section 13 or 15(d)
	of the Securities Exchange Act of 1934

	For the Fiscal Year Ended December 31, 1997
	________________________________________________

	Commission File Number 33-36512

	THOMASVILLE BANCSHARES, INC.

	A Georgia Corporation
	(IRS Employer Identification No.58-2175800)
	301 North Broad Street
	Thomasville, Georgia 31792
	(912) 226-3300
	________________________________________________

	Securities Registered Pursuant to Section 12(b)
	of the Securities Exchange Act of 1934:

	                      None                       

	Securities Registered Pursuant to Section 12(g)
	of the Securities Exchange Act of 1934:

	                      None                       

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

Check if disclosure of delinquent filers in response to Item 405 of 
Regulation S-B is not contained in this form, and will not be contained, to 
the best of Registrants 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]

Revenue for the fiscal year ended December 31, 1997:   $4,952,345

The aggregate market value of the Common Stock of the Registrant held by 
nonaffiliates of the Registrant (462,521 shares) on March 27, 1997, was 
$4,985,976.  As of such date, no organized trading market existed for the 
Common Stock of the Registrant.  The aggregate market value was computed by 
reference to the book value of the Common Stock of the Registrant as of 
December 31, 1997.  For the purposes of this response, directors, officers and 
holders of 5% or more of the Registrants Common Stock are considered the 
affiliates of the Registrant at that date.

The number of shares outstanding of the Registrants Common Stock, as of 
March 25, 1997: 600,000 shares of $1.00 par value Common Stock.

	DOCUMENTS INCORPORATED BY REFERENCE
	None.

Transitional Small Business Disclosure Format (check one)
Yes           No    X   

	PART I	

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 
1995

Certain statements in this Annual Report on Form 10-KSB contain forward-
looking statements within the meaning of the Private Securities Litigation 
Reform Act of 1995, which statements generally can be identified by the use of 
forward-looking terminology, such as may, will, expect, estimate, 
anticipate, believe, target, plan, project, or continue or the 
negatives thereof or other variations thereon or similar terminology, and are 
made on the basis of management's plans and current analyses of the Company, 
its business and the industry as a whole.  These forward-looking statements 
are subject to risks and uncertainties, including, but not limited to, 
economic conditions, competition, interest rate sensitivity and exposure to 
regulatory and legislative changes.  The above factors, in some cases, have 
affected, and in the future could affect, the Company's financial performance 
and could cause actual results for fiscal 1998 and beyond to differ materially 
from those expressed or implied in such forward-looking statements.  The 
Company does not undertake to publicly update or revise its forward-looking 
statements even if experience or future changes make it clear that any 
projected results expressed or implied therein will not be realized.

Item 1.  Description of Business

General

Thomasville Bancshares, Inc. (the Company) was incorporated under the 
laws of the State of Georgia on March 30, 1995 and owns 100% of the 
outstanding capital stock of Thomasville National Bank (the Bank).  The 
Company was incorporated as a mechanism to enhance the Bank's ability to serve 
its future customers' requirements for financial services.  The holding 
company structure provides flexibility for expansion of the Company's banking 
business through acquisition of other financial institutions and provision of 
additional banking-related services which the traditional commercial bank may 
not provide under present laws.  For example, banking regulations require that 
the Bank maintain a minimum ratio of capital to assets.  In the event that the 
Bank's growth is such that this minimum ratio is not maintained, the Company 
may borrow funds, subject to the capital adequacy guidelines of the Federal 
Reserve Board, and contribute them to the capital of the Bank and otherwise 
raise capital in a manner which is unavailable to the Bank under existing 
banking regulations.  On February 28, 1998, the Company declared a two-for-one 
stock split to be effected in the form of a 100% stock dividend payable to 
shareholders of record as of the close of business on January 31, 1998.

The Bank commenced operations on October 2, 1995 in a temporary facility 
located at 108 Washington Street in Thomasville, Georgia.  On January 6, 1997, 
the Bank moved into its permanent facility located at 301 North Broad Street. 
 The permanent facility, the construction of which was recently completed, 
contains approximately 8,500 square feet of finished space and an additional 
2,000 square feet of unfinished space which may be built out in the future 
should the Bank require additional space for expansion.  The building contains 
a lobby, vault, eight offices, four teller stations, three drive-in windows, a 
boardroom conference facility, a loan operations area, and an area for the 
Bank's bookkeeping operations.

The Bank is a full service commercial bank, without trust powers.  The 
Bank offers a full range of interest bearing and non-interest bearing 
accounts, including commercial and retail checking accounts, money market 
accounts, individual retirement and Keogh accounts, regular interest bearing 
statement savings accounts, certificates of deposit, commercial loans, real 
estate loans, home equity loans and consumer/installment loans.  In addition, 
the Bank provides such consumer services as U.S. Savings Bonds, travelers 
checks, cashiers checks, safe deposit boxes, bank by mail services, direct 
deposit and automatic teller services.  

Market Area and Competition

The market area of the Bank in Thomasville, Thomas County, Georgia has 
been experiencing steady growth in both jobs and banking deposits in recent 
years.  Thomasville is the county seat of Thomas County, and contains one-half 
of the county's population.  Thomasville is a regional and commercial medical 
center for Southwest Georgia.  Thomas County maintains a steady industrial and 
agricultural base, which has been expanding in recent years.  The largest 
employers in the county include the John D. Archbold Memorial Hospital, 
Sunnyland Food (a food processing company) and Warners (foundation garments). 
 Agricultural activities in the county are supported by the second largest 
fresh vegetable market in Georgia and a daily cash market for hogs, cattle and 
poultry.

The population of Thomasville and Thomas County is approximately 18,000 
and 40,000, respectively.  The median household income in Thomas County in 
1992 was $22,405 and the unemployment rate was 4.4% as of November, 1994.  
Real estate values in the Bank's market area have appreciated over the last 
five years.

Competition among financial institutions in the Bank's primary service 
area is intense.  There are six commercial banks with a total of nine branches 
in Thomasville and five additional branches in smaller communities in Thomas 
County.  In addition, there is one savings and loan association in 
Thomasville.  There are also five credit unions headquartered in Thomas 
County. 

Financial institutions primarily compete with one another for deposits. 
 In turn, a bank's deposit base directly affects such bank's loan activities 
and general growth.  Primary methods of competition include interest rates on 
deposits and loans, service charges on deposit accounts and the designing of 
unique financial services products.  The Bank is competing with financial 
institutions which have much greater financial resources than the Bank, and 
which may be able to offer more and unique services and possibly better terms 
to their customers.  However, the management of the Bank believes that the 
Bank will be able to attract sufficient deposits to enable the Bank to compete 
effectively with other area financial institutions.

The Bank competes with existing area financial institutions other than 
commercial banks and savings and loan associations, including insurance 
companies, consumer finance companies, brokerage houses, credit unions and 
other business entities which have recently been invading the traditional 
banking markets.  Due to the growth of the Thomasville area, it is anticipated 
that additional competition will continue from new entrants to the market.

Deposits

The Bank offers a full range of interest bearing and non-interest 
bearing accounts, including commercial and retail checking accounts, money 
market accounts, individual retirement and Keogh accounts, regular interest 
bearing statement savings accounts and certificates of deposit with fixed and 
variable rates and a range of maturity date options.  The sources of deposits 
are residents, businesses and employees of businesses within the Bank's market 
area, obtained through the personal solicitation of the Bank's officers and 
directors, direct mail solicitation and advertisements published in the local 
media.  The Bank pays competitive interest rates on time and savings deposits 
up to the maximum permitted by law or regulation.  In addition, the Bank has 
implemented a service charge fee schedule competitive with other financial 
institutions in the Bank's market area, covering such matters as maintenance 
fees on checking accounts, per item processing fees on checking accounts, 
returned check charges and the like.

Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates 
and Interest Differential

The following is a presentation of the average consolidated balance 
sheet of the Company for the years ended December 31, 1997 and 1996.  This 
presentation includes all major categories of interest earning assets and 
interest bearing liabilities:

	AVERAGE CONSOLIDATED ASSETS

                              Year Ended         Year Ended
                           December 31, 1997  December 31, 1996


Cash and due from bank	    $   2,021,394	$ 1,318,633

Tax-exempt securities       $      20,833        $       --    

Taxable securities              3,453,476         2,627,339

Federal funds sold              3,410,003         4,064,993

Net loans                      43,598,375        23,506,716

      Total earning assets  $  50,482,687      $ 30,199,048

Other assets                    3,033,250         1,724,470

      Total assets          $  55,537,331      $ 33,242,181


	AVERAGE CONSOLIDATED LIABILITIES AND STOCKHOLDERS' EQUITY

                                             Year Ended        Year Ended
                                        December 31, 1997   December 31, 1996


Non-interest bearing deposits		    $    7,706,697	$ 5,569,694

NOW and money market deposits                   17,021,767        9,387,399

Savings deposits                                   997,174          524,144

Time deposits                                   22,894,694       11,873,927

Other borrowings                                   391,695              --

Other liabilities                                  369,874          152,969

    Total liabilities                        $  49,381,901     $ 27,508,133

Stockholders' equity                             6,155,430        5,734,048

    Total liabilities and
    stockholders' equity                      $ 55,537,331     $ 33,242,181


The following is a presentation of an analysis of the net interest 
earnings of the Company for the periods indicated with respect to each major 
category of interest earning asset and each major category of interest bearing 
liability:

	        Year Ended December 31, 1997              

                              Average      Interest    Average
     Assets                   Amount       Earned      Yield  
Tax-exempt securities        $20,833       $1,019       4.89%
Taxable securities         3,453,476      200,271       5.80  
Federal funds sold         3,410,003      193,085       5.66  
Net loans                 43,598,375    4,175,214       9.58  
Total earning assets     $50,482,687   $4,596,589       9.05%


                               Average     Interest    Average
    Liabilities                Amount      Expense      Cost   

NOW and money
   market deposits       $17,021,767   $  650,368       3.82%
Savings deposits             997,174       34,740       3.48
Time deposits             22,894,694    1,337,039       5.84
Other borrowings             391,695       17,508       4.47
Total interest
  bearing liabilities    $41,305,330   $2,039,655       4.94%

Net yield on earning assets                             5.01%
____________________

(1)	During 1997, all loans were accruing interest.
(2)	Interest earned on net loans includes $145,624 in loan fees and 
loan service fees.


                Year Ended December 31, 1996              

                              Average      Interest    Average
     Assets                   Amount       Earned      Yield  
Taxable securities       $ 2,627,339      153,611       5.85  
Federal funds sold         4,064,993      212,203       5.22  
Net loans                 23,506,716(1) 2,234,844(2)    9.51  
Total earning assets     $30,199,048   $2,600,658       8.61%


                               Average     Interest    Average
    Liabilities                Amount      Expense      Cost   

NOW and money
   market deposits       $ 9,387,399   $  316,501       3.37%
Savings deposits             524,144       18,326       3.50
Time deposits             11,873,927      682,218       5.75
Total interest
  bearing liabilities    $21,785,470   $1,017,045       4.67%

Net yield on earning assets                             5.24%
____________________
(1)	During 1996, all loans were accruing interest.
(2)	Interest earned on net loans includes $102,230 in loan fees and 
loan service fees.
Rate/Volume Analysis of Net Interest Income

The effect on interest income, interest expense and net interest income 
in the periods indicated, of changes in average balance and rate from the 
corresponding prior period is shown below.  The effect of a change in average 
balance has been determined by applying the average rate in the earlier period 
to the change in average balance in the later period, as compared with the 
earlier period.  Changes resulting from average balance/rate variances are 
included in changes resulting from rate.  The balance of the change in 
interest income or expense and net interest income has been attributed to a 
change in average rate. 

                                     Year ended December 31, 1997
                                             compared with
                                     Year Ended December 31, 1996    

                                      Increase (decrease) due to:

                                    Volume         Rate          Total

Interest earned on:
   Tax-exempt securities          $   1,019      $   ---       $   1,019
   Taxable securities                47,964       (1,304)         46,660
   Federal funds sold               (40,091)      20,973         (19,118)
   Net loans                      1,923,802       16,568       1,940,370
Total interest income             1,932,694       36,237       1,968,931

Interest paid on: 
   NOW deposits and money 
     market                         286,780       47,087         333,867
  Savings deposits                   16,519         (105)         16,414
  Time deposits                     643,961       10,860         654,821
  Other borrowings                   17,508         --            17,508
Total interest expense              964,768       57,842       1,022,610

Change in net
  interest income                  $967,926     $(21,605)       $946,321
                                                               


                                     Year ended December 31, 1996
                                             compared with
                                     Year Ended December 31, 1995   

                                      Increase (decrease) due to:

                                    Volume         Rate          Total

Interest earned on:
  Funds with escrow agent       $    (58,685)    $     --      $  (58,685)
  Taxable securities                  83,041         44,559       127,600
  Federal funds sold                 143,641         (9,329)      134,312
  Net loans                        2,126,353        (81,113)    2,045,240
Total interest income              2,294,350        (45,883)    2,248,467

Interest paid on: 
   NOW deposits and money 
      market                         201,945         73,692       275,637
  Savings deposits                    16,012            503        16,515
  Time deposits                      650,972          2,839       653,811
  Other borrowings                    (5,299)           --         (5,299)
  Other liabilities                     --              --           --     
Total interest expense               863,630         77,034       940,664

Change in net
  interest income                 $1,430,720      $(122,917)   $1,307,803


Deposits

The Bank offers a full range of interest bearing and non-interest 
bearing accounts, including commercial and retail checking accounts, money 
market accounts, individual retirement and Keogh accounts, regular interest 
bearing statement savings accounts and certificates of deposit with fixed and 
variable rates and a range of maturity date options.  The sources of deposits 
are residents, businesses and employees of businesses within the Bank's market 
area, obtained through the personal solicitation of the Bank's officers and 
directors, direct mail solicitation and advertisements published in the local 
media.  The Bank pays competitive interest rates on time and savings deposits 
up to the maximum permitted by law or regulation.  In addition, the Bank has 
implemented a service charge fee schedule competitive with other financial 
institutions in the Bank's market area, covering such matters as maintenance 
fees on checking accounts, per item processing fees on checking accounts, 
returned check charges and the like.

The following table presents, for the periods indicated, the average 
amount of and average rate paid on each of the following deposit categories:

                                        Year Ended           Year Ended
                                     December 31, 1997    December 31, 1996

                                     Average  Average     Average  Average
 Deposit Category                    Amount  Rate Paid    Amount  Rate Paid

Non-interest bearing 
  demand deposits		$ 7,706,697   N/A	$ 5,569,694	N/A
NOW and money
  market deposits		$17,021,767  3.82%	$ 9,387,399	3.37%

Savings deposits		$   997,174  3.48%	$   524,144	3.50%

Time deposits                   $22,894,694  5.84%      $11,873,927     5.75%


The following table indicates amounts outstanding of time certificates 
of deposit of $100,000 or more and respective maturities for the year ended 
December 31, 1997:

                                    Time
                                Certificates
                                 of Deposit 

3 months or less		$ 3,157,132
3-6 months                        4,550,656
6-12 months                       3,290,868
over 12 months                    1,507,914
          Total                 $12,506,570


Loan Portfolio

The Bank engages in a full complement of lending activities, including 
commercial/industrial, consumer and real estate loans.  As of December 31, 
1997, the Bank had a legal lending limit for unsecured loans of up to $898,188 
to any one person.  See Supervision and Regulation.

While risk of loss in the Bank's loan portfolio is primarily tied to the 
credit quality of the various borrowers, risk of loss may also increase due to 
factors beyond the Bank's control, such as local, regional and/or national 
economic downturns.  General conditions in the real estate market may also 
impact the relative risk in the Bank's real estate portfolio.  Of the Bank's 
target areas of lending activities, commercial loans are generally considered 
to have greater risk than real estate loans or consumer installment loans.

Management of the Bank intends to originate loans and to participate 
with other banks with respect to loans which exceed the Bank's lending limits. 
 Management of the Bank does not believe that loan participations necessarily 
pose any greater risk of loss than loans which the Bank originates.

The following is a description of each of the major categories of loans 
in the Bank's loan portfolio:

Commercial, Financial and Agricultural Loans

Commercial lending is directed principally towards businesses whose 
demands for funds fall within the Bank's legal lending limits and which are 
potential deposit customers of the Bank.  This category of loans includes 
loans made to individual, partnership or corporate borrowers, and obtained for 
a variety of business purposes.  Particular emphasis is placed on loans to 
small and medium-sized businesses.  The primary repayment risk for commercial 
loans is the failure of the business due to economic or financial factors.  
Although the Bank typically looks to a commercial borrower's cash flow as the 
principal source of repayment for such loans, many commercial loans are 
secured by inventory, equipment, accounts receivable, and other assets.

Consumer Loans

The Bank's consumer loans consist primarily of installment loans to 
individuals for personal, family and household purposes, including automobile 
loans to individuals and pre-approved lines of credit.  This category of loans 
also includes lines of credit and term loans secured by second mortgages on 
the residences of borrowers for a variety of purposes including home 
improvements, education and other personal expenditures.  In evaluating these 
loans the Bank reviews the borrower's level and stability of income and past 
credit history and the impact of these factors on the ability of the borrower 
to repay the loan in a timely manner.  In addition, the Bank maintains a 
proper margin between the loan amount and collateral value.

Real Estate Loans

The Bank's real estate loans consist of residential first and second 
mortgage loans, residential construction loans and commercial real estate 
loans to a limited degree.  These loans are made consistent with the Bank's 
appraisal policy and real estate lending policy which detail maximum loan-to-
value ratios and maturities.  These loan-to-value ratios are sufficient to 
compensate for fluctuations in the real estate market to minimize the risk of 
loss to the Bank.

The following table presents various categories of loans contained in 
the Bank's loan portfolio for the periods indicated and the total amount of 
all loans for such periods:

                                                As of             As of
Type of Loan                              December 31, 1997 December 31, 1996

Commercial, Financial and Agricultural        $ 16,847,930    $16,484,185

Real Estate - Construction                       1,777,493      1,134,858

Real Estate - Mortgage                          29,825,224     11,748,699

Installment and Other Loans
     to Individuals                              5,661,179      4,171,502


Subtotal                                      $ 54,111,826    $33,539,244

Less: Allowance for
        possible loan losses                      (644,913)      (447,626)

        Total (net of allowances)             $ 53,466,913    $33,091,618


The following is a presentation of an analysis of maturities of loans as 
of December 31, 1997:
                                      
                           Due in 1   Due After 1 to  Due After
Type of Loan            Year or Less      5 Years      5 Years      Total 
                                           (In thousands)

Commercial, Financial
and Agricultural           $ 9,552       $ 6,959       $ 337      $ 16,848

Real Estate - Construction   1,476           301         --          1,777

Total                      $11,028        $7,260        $337      $ 18,625


For the above loans, the following is a presentation of an analysis of 
sensitivities to changes in interest rates as of December 31, 1997:

                           Due in 1   Due After 1 to  Due After
Interestm Category      Year or Less      5 Years      5 Years      Total 
                                           (In thousands)

Predetermined
 interest rate            $7,080          $4,828         $ --       $11,908

Floating interest rate     3,948           2,432           337        6,717

Total                    $11,028          $7,260          $337      $18,625


As of December 31, 1997 and 1996 all loans were accruing interest, no 
accruing loans were contractually past due 90 days or more as to principal and 
interest payments and no loans were defined as troubled debt restructurings.

As of December 31, 1997, except for nine loans in the amount of $680,000 
which were classified as special mention, there were no loans not disclosed 
above that are classified for regulatory purposes as doubtful, substandard or 
special mention which (i) represent or result from trends or uncertainties 
which management reasonably expects will materially impact future operating 
results, liquidity, or capital resources, or (ii) represent material credits 
about which management is aware of any information which causes management to 
have serious doubts as to the ability of such borrowers to comply with the loan 
repayment terms.  There are no loans not disclosed above where known 
information about possible credit problems of borrowers causes management to 
have serious doubts as to the ability of such borrowers to comply with the 
present loan repayment terms. 

Accrual of interest is discontinued on a loan when management of the 
Bank determines upon consideration of economic and business factors affecting 
collection efforts that collection of interest is doubtful.  At December 31, 
1997, all loans were accruing interest.

Summary of Loan Loss Experience

An analysis of the Bank's loss experience is furnished in the 
following table for the periods indicated, as well as a breakdown of the 
allowance for possible loan losses:

	Analysis of the Allowance for Possible Loan Losses

                                            Year Ended      Year ended
                                           Dec 31, 1997    Dec 31, 1996


Balance at beginning of period               $447,626       $110,000

Charge-offs:
    Installments and other
      loans to individuals                    (31,005)        (8,374)
Recoveries                                      3,292              0

Net charge-offs                               (27,713)        (8,374) 

Additions charged to operations               225,000        346,000

Balance at end of period                   $  644,913      $ 447,626

Ratio of net charge-offs during the
 period to average loans outstanding
 during the period                              .06%          .04%


At December 31, 1997 the allowance was allocated as follows:

                                                           Percent of loans
                                                           in each category
                                             Amount         to total loans  

Commercial, Financial and Agricultural		$ 215,000	31.1%
Real Estate - Construction                         28,000        3.3
Real Estate - Mortgage                            295,000       55.1
Installment and Other Loans to
 Individuals                                       78,000       10.5
Unallocated                                        28,913        N/A

Total                                           $ 644,913      100.0%

At December 31, 1996 the allowance was allocated as follows:

                                                           Percent of loans
                                                           in each category
                                                Amount      to total loans  

Commercial, Financial and Agricultural       $  246,200          49.1%
Real Estate - Construction                       22,400           3.4
Real Estate - Mortgage                          125,300          35.0
Installment and Other Loans to
 Individuals                                     49,200          12.5
Lease financing                                    --              --  
Unallocated                                       4,526            --  

Total                                        $  447,626          100.0%


Loan Loss Reserve

In considering the adequacy of the Company's allowance for possible 
loan losses, management has focused on the fact that as of December 31, 1997, 
31.1% of outstanding loans are in the category of commercial loans, which 
includes commercial real estate loans and agricultural loans.  Commercial 
loans are generally considered by management as having greater risk than other 
categories of loans in the Company's loan portfolio.  However, 91% of these 
commercial loans at December 31, 1997 were made on a secured basis.  
Management believes that the secured condition of the preponderant portion of 
its commercial loan portfolio greatly reduces any risk of loss inherently 
present in commercial loans.

The Company's consumer loan portfolio is also well secured.  At 
December 31, 1997 the majority of the Company's consumer loans were secured by 
collateral primarily consisting of automobiles, boats and other personal 
property.  Management believes that these loans involve less risk than 
commercial loans.

Real estate mortgage loans constituted 55.1% of outstanding loans at 
December 31, 1997.  All loans in this category represent residential real 
estate mortgages where the amount of the original loan generally does not 
exceed 80.0% of the appraised value of the collateral.  These loans are 
considered by management to be well secured with a low risk of loss.

A review of the loan portfolio by an independent firm is conducted 
annually.  The purpose of this review is to assess the risk in the loan 
portfolio and to determine the adequacy of the allowance for loan losses.  The 
review includes analyses of historical performance, the level of non-
conforming and rated loans, loan volume and activity, review of loan files and 
consideration of economic conditions and other pertinent information.  Upon 
completion, the report is approved by the Board and management of the Bank.  
In addition to the above review, the Bank's primary regulator, the Comptroller 
of the Currency, also conducts an annual examination of the loan portfolio.  
Upon completion, the Comptroller of the Currency presents its report of 
findings to the Board and management of the Bank.  Information provided from 
the above two independent sources, together with information provided by the 
management of the Bank and other information known to members of the Board, 
are utilized by the Board to monitor, on a quarterly basis, the loan 
portfolio.  Specifically, the Board attempts to identify risks inherent in the 
loan portfolio (e.g., problem loans, potential problem loans and loans to be 
charged off), assess the overall quality and collectibility of the loan 
portfolio, and determine amounts of the allowance for loan losses and the 
provision for loan losses to be reported based on the results of their review.

Investments

As of December 31, 1997, investment securities comprised approximately 
6.5% of the Bank's assets and net loans comprised approximately 82.4% of the 
Bank's assets.  The Bank invests primarily in direct obligations of the United 
States, obligations guaranteed as to principal and interest by the United 
States, obligations of agencies of the United States and certificates of 
deposit issued by commercial banks.  In addition, the Bank enters into Federal 
Funds transactions with its principal correspondent banks, and acts as a net 
seller of such funds.  The sale of Federal Funds amounts to a short-term loan 
from the Bank to another bank.

The following table presents, for the period indicated, the book value 
of the Bank's investments.  All securities held at December 31, 1997 and 1996 
were categorized as available-for-sale. 

Investment Category                            December 31,
Available-for-Sale:                         1997          1996

Obligations of U.S. Treasury
and other U.S. Agencies               $3,529,219       $2,487,000

Tax-exempt securities                    500,000            --

Federal Reserve Bank Stock               165,000          165,000

     Total                            $4,194,219       $2,652,000


The following table indicates for the year ended December 31, 1997 the 
amount of investments due in (i) one year or less, (ii) one to five years, 
(iii) five to ten years, and (iv) over ten years:

Investment Category	
                                                         Weighted
                                                          Average
                                                Amount     Yield  
Available-for-Sale:

Tax-exempt securities(1)
over 10 years                                     500,000     7.41%

Obligations of U.S. Treasury
and other U.S. Agencies:
0 - 1 year                                      $ 696,469     5.76%
Over 1 through 5 years                          2,832,750     5.90%
Federal Reserve Bank Stock, 
no maturity                                       165,000     6.0%

Total                                           $4,194,219    6.06% 

____________________

(1)  The yield on tax-exempt securities is tax-equivalent. 



Return on Equity and Assets

Returns on average consolidated assets and average consolidated equity 
for the periods indicated are as follows:
                                                December 31,
                                               1997    1996

Return on Average Assets                      1.01 %     .73%
Return on Average Equity                       9.1 %     4.2%
Average Equity to Average Assets Ratio        11.1 %    17.2%  
Dividend Payout Ratio                           --       -- 

Asset/Liability Management

It is the objective of the Bank to manage assets and liabilities to 
provide a satisfactory, consistent level of profitability within the framework 
of established cash, loan, investment, borrowing and capital policies.  
Certain of the officers of the Bank are responsible for monitoring policies 
and procedures that are designed to ensure acceptable composition of the 
asset/liability mix, stability and leverage of all sources of funds while 
adhering to prudent banking practices.  It is the overall philosophy of 
management to support asset growth primarily through growth of core deposits, 
which include deposits of all categories made by individuals, partnerships and 
corporations.  Management of the Bank seeks to invest the largest portion of 
the Bank's assets in commercial, consumer and real estate loans.

The Bank's asset/liability mix is monitored on a daily basis with a 
monthly report reflecting interest-sensitive assets and interest-sensitive 
liabilities being prepared and presented to the Bank's Board of Directors.  
The objective of this policy is to control interest-sensitive assets and 
liabilities so as to minimize the impact of substantial movements in interest 
rates on the Bank's earnings.

Correspondent Banking

Correspondent banking involves the providing of services by one bank to 
another bank which cannot provide that service for itself from an economic or 
practical standpoint.  The Bank is required to purchase correspondent services 
offered by larger banks, including check collections, purchase of Federal 
Funds, security safekeeping, investment services, coin and currency supplies, 
overline and liquidity loan participations and sales of loans to or 
participations with correspondent banks.  Such correspondent arrangements are 
governed, in part, by the provisions of 12 C.F.R. 32.107 and O.C.C. Banking 
Circular 181 (Rev.) (August 2, 1984).

The Bank sells loan participations to correspondent banks with respect 
to loans which exceed the Bank's lending limit.  As compensation for services 
provided by a correspondent, the Bank may maintain certain balances with such 
correspondents in non-interest bearing accounts.  At December 31, 1997 the 
Bank had outstanding participations totaling $3,043,389.

Data Processing

The Bank has entered into a data processing servicing agreement with 
First National Bank of Grady County.  This servicing agreement provides for 
the Bank to receive a full range of data processing services, including an 
automated general ledger, deposit accounting, commercial, real estate and 
installment lending data processing, payroll, central information file and ATM 
processing and investment portfolio accounting.

The Company is currently evaluating its computer systems as well as 
those of its data processing vendor to determine whether modifications and 
expenditures will be necessary to make its systems as well as those of its 
vendor compliant with Year 2000 requirements.  These requirements have arisen 
due to the widespread use of computer programs that rely on two-digit date 
codes to perform computations or decision-making functions.  Many of these 
programs may fail as a result of their inability to properly interpret date 
codes beginning January 1, 2000.  For example, such programs may misinterpret 
"00" as the year 1900 rather than 2000.  In addition, some equipment, being 
controlled by microprocessor chips, may not deal appropriately with the year 
"00."  The Company believes that its systems are currently Year 2000 compliant 
and does not believe that material expenditures will be necessary to implement 
any further modifications.  However, there can be no assurance that unforeseen 
difficulties or costs will not arise.  In addition, there can be no assurance 
that the systems of other companies on which the Company's systems rely will 
be modified on a timely basis, or that the failure by another company to 
properly modify its systems will not negatively impact the Company's systems 
or operations.

Facilities 

Until January 6, 1997, the Bank operated out of a temporary facility 
located at 108 Washington Street in Thomasville, Georgia.  On January 6, 1997, 
the Bank moved to its recently constructed permanent facility located at 301 
North Broad Street.  The building contains approximately 8,500 square feet of 
finished space which was constructed at a cost of approximately $1,050,000.  
The building also contains an additional 2,000 square feet of unfinished space 
which may be built out in the future should the Bank require additional space 
for expansion.  The building contains a lobby, a vault, eight offices, four 
teller stations, three drive-in windows, a boardroom conference facility, a 
loan operations area, and an area for the Bank's bookkeeping operations.

Employees

The Bank presently employs four persons on a part-time basis and 25 
persons on a full-time basis, including five officers.  The Bank will hire 
additional persons as needed, including additional tellers and financial 
service representatives.

Monetary Policies

The results of operations of the Bank will be affected by credit 
policies of monetary authorities, particularly the Federal Reserve Board.  The 
instruments of monetary policy employed by the Federal Reserve Board include 
open market operations in U.S. Government securities, changes in the discount 
rate on member bank borrowings, changes in reserve requirements against member 
bank deposits and limitations on interest rates which member banks may pay on 
time and savings deposits.  In view of changing conditions in the national 
economy and in the money markets, as well as the effect of action by monetary 
and fiscal authorities, including the Federal Reserve Board, no prediction can 
be made as to possible future changes in interest rates, deposit levels, loan 
demand or the business and earnings of the Bank.

Supervision and Regulation

The Company and the Bank operate in a highly regulated environment, and 
their business activities are governed by statute, regulation and 
administrative policies.  The business activities of the Company and the Bank 
are closely supervised by a number of federal regulatory agencies, including 
the Federal Reserve Board, the Comptroller of the Currency ("Comptroller"), 
the Georgia Department of Banking and Finance (the "Georgia Banking 
Department") and the Federal Deposit Insurance Corporation ("FDIC").

The Company is regulated by the Federal Reserve Board under the federal 
Bank Holding Company Act, which requires every bank holding company to obtain 
the prior approval of the Federal Reserve Board before acquiring more than 5% 
of the voting shares of any bank or all or substantially all of the assets of 
a bank, and before merging or consolidating with another bank holding company. 
 The Federal Reserve Board (pursuant to regulation and published policy 
statements) has maintained that a bank holding company must serve as a source 
of financial strength to its subsidiary banks.  In adhering to the Federal 
Reserve Board policy, the Company may be required to provide financial support 
to a subsidiary bank at a time when, absent such Federal Reserve Board policy, 
the Company may not deem it advisable to provide such assistance.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 
1994, which became effective in November 1994, the restrictions on interstate 
acquisitions of banks by bank holding companies were repealed on September 29, 
1995, such that the Company and any other bank holding company located in 
Georgia is able to acquire a bank located in any other state, and a bank 
holding company located outside Georgia can acquire any Georgia-based bank, in 
either case subject to certain deposit percentage and other restrictions.  The 
legislation also provides that, unless an individual state elects beforehand 
either (i) to accelerate the effective date or (ii) to prohibit out-of-state 
banks from operating interstate branches within its territory, on or after 
June 1, 1997, adequately capitalized and managed bank holding companies will 
be able to consolidate their multistate bank operations into a single bank 
subsidiary and to branch interstate through acquisitions.  De novo branching 
by an out-of-state bank would be permitted only if it is expressly permitted 
by the laws of the host state.  The authority of a bank to establish and 
operate branches within a state will continue to be subject to applicable 
state branching laws.  Pursuant to the Riegle-Neal Interstate Banking and 
Branching Efficiency Act, the State of Georgia has recently adopted an 
interstate banking statute that, beginning on June 1, 1997, removes the 
existing restrictions on the ability of banks to branch interstate through 
mergers, consolidations and acquisitions. 

A bank holding company is generally prohibited from acquiring control of 
any company which is not a bank and from engaging in any business other than 
the business of banking or managing and controlling banks.  However, there are 
certain activities which have been identified by the Federal Reserve Board to 
be so closely related to banking as to be a proper incident thereto and thus 
permissible for bank holding companies, including the following activities:  
acting as investment or financial advisor to subsidiaries and certain outside 
companies; leasing personal and real property or acting as a broker with 
respect thereto; providing management consulting advice to nonaffiliated banks 
and nonbank depository institutions; operating collection agencies and credit 
bureaus; acting as a futures commission merchant; providing data processing 
and data transmission services; acting as an insurance agent or underwriter 
with respect to limited types of insurance; performing real estate appraisals; 
arranging commercial real estate equity financing; providing securities 
brokerage services; and underwriting and dealing in obligations of the United 
States, the states and their political subdivisions.  In determining whether 
an activity is so closely related to banking as to be permissible for bank 
holding companies, the Federal Reserve Board is required to consider whether 
the performance of such activities by a bank holding company or its 
subsidiaries can reasonably be expected to produce such  benefits to the 
public as greater convenience, increased competition and gains in efficiency 
that outweigh such possible adverse effects as undue concentration of 
resources, decreased or unfair competition, conflicts of interest and unsound 
banking practices.  Generally, bank holding companies are required to obtain 
prior approval of the Federal Reserve Board to engage in any new activity not 
previously approved by the Federal Reserve Board.

The Company is also regulated by the Georgia Banking Department under 
the Georgia Bank Holding Company Act, which requires every Georgia bank 
holding company to obtain the prior approval of the Georgia Commissioner of 
Banking before acquiring more than 5% of the voting shares of any bank or all 
or substantially all of the assets of a bank, or before merging or 
consolidating with any other bank holding company.  A Georgia bank holding 
company is generally prohibited from acquiring ownership or control of 5% or 
more of the voting shares of any bank unless the bank being acquired is either 
a bank for purposes of the federal Bank Holding Company Act of 1956, or a 
federal or state savings and loan association or a savings bank or federal 
savings bank whose deposits are insured by the federal deposit insurance 
program and such bank has been in existence and continuously operating as a 
bank for a period of five years or more prior to the date of acquisition.

As a national bank, the Bank is subject to the supervision of the 
Comptroller and, to a limited extent, the FDIC and the Federal Reserve Board. 
 With respect to expansion, national banks situated in the State of Georgia 
are generally prohibited from establishing branch offices or facilities 
outside of the county in which such main office is located, except (i) in 
adjacent counties in certain situations, or (ii) by means of a merger, 
consolidation or sale of assets.  The Georgia Legislature has recently adopted 
legislation which reduces the limitations imposed on banks situated in the 
State of Georgia to establish branch offices.  The new law permits a Georgia 
bank to establish three new or additional branch banks, de novo, in any county 
within the State of Georgia beginning on July 1, 1996, in addition to 
establishing branch offices or facilities in adjacent counties and by merger 
or consolidation.  Moreover, beginning on July 1, 1998, a bank located in the 
State of Georgia will be permitted to establish new or additional branch banks 
anywhere in the state by relocation of the parent bank or another branch bank, 
or by merger, consolidation, or purchase of assets and assumption of 
liabilities involving another parent bank or branch bank.  

The Bank is also subject to the Georgia banking and usury laws 
restricting the amount of interest which it may charge in making loans or 
other extensions of credit.  In addition, the Bank, as a subsidiary of the 
Company, is subject to restrictions under federal law in dealing with the 
Company and other affiliates, if any.  These restrictions apply to extensions 
of credit to an affiliate, investments in the securities of an affiliate and 
the purchase of assets from an affiliate.

Loans and extensions of credit by national banks are subject to legal 
lending limitations.  Under federal law, a national bank may grant unsecured 
loans and extensions of credit in an amount up to 15% of its unimpaired 
capital and surplus to any person if the loans and extensions of credit are 
not fully secured by collateral having a market value at least equal to their 
face amount.  In addition, a national bank may grant loans and extensions of 
credit to a single person up to 10% of its unimpaired capital and surplus, 
provided that the transactions are fully secured by readily marketable 
collateral having a market value determined by reliable and continuously 
available price quotations, at least equal to the amount of funds outstanding. 
 This 10% limitation is separate from, and in addition to, the 15% limitation 
for unsecured loans.  Loans and extensions of credit may exceed the general 
lending limit if they qualify under one of several exceptions.  Such 
exceptions include certain loans or extensions of credit arising from the 
discount of commercial or business paper, the purchase of bankers' 
acceptances, loans secured by documents of title, loans secured by U.S. 
obligations and loans to or guaranteed by the federal government.

Both the Company and the Bank are subject to regulatory capital 
requirements imposed by the Federal Reserve Board and the Comptroller.  In 
1989, both the Federal Reserve Board and the Comptroller issued new risk-based 
capital guidelines for bank holding companies and banks which make regulatory 
capital requirements more sensitive to differences in risk profiles of various 
banking organizations.  The capital adequacy guidelines issued by the Federal 
Reserve Board are applied to bank holding companies on a consolidated basis 
with the banks owned by the holding company.  The Comptroller's risk capital 
guidelines apply directly to national banks regardless of whether they are a 
subsidiary of a bank holding company.  Both agencies' requirements (which are 
substantially similar), provide that banking organizations must have capital 
equivalent to 8% of weighted risk assets.  The risk weights assigned to assets 
are based primarily on credit risks.  Depending upon the riskiness of a 
particular asset, it is assigned to a risk category.  For example, securities 
with an unconditional guarantee by the United States government are assigned 
to the lowest risk category.  A risk weight of 50% is assigned to loans 
secured by owner-occupied one to four family residential mortgages, provided 
that certain conditions are met.  The aggregate amount of assets assigned to 
each risk category is multiplied by the risk weight assigned to that category 
to determine the weighted values, which are added together to determine total 
risk-weighted assets.  Both the Federal Reserve Board and the Comptroller have 
also implemented new minimum capital leverage ratios to be used in tandem with 
the risk-based guidelines in assessing the overall capital adequacy of banks 
and bank holding companies.  Under these rules, banking institutions are 
required to maintain a ratio of 3% "Tier 1" capital to total assets (net of 
goodwill).  Tier 1 capital includes common shareholders equity, noncumulative 
perpetual preferred stock and minority interests in the equity accounts of 
consolidated subsidiaries.

Both the risk-based capital guidelines and the leverage ratio are 
minimum requirements, applicable only to top-rated banking institutions.  
Institutions operating at or near these levels are expected to have well-
diversified risk, high asset quality, high liquidity, good earnings and in 
general, have to be considered strong banking organizations, rated composite 1 
under the CAMEL rating system for banks.  Institutions with lower ratings and 
institutions with high levels of risk or experiencing or anticipating 
significant growth would be expected to maintain ratios 100 to 200 basis 
points above the stated minimums.

The Comptroller has amended the risk-based capital guidelines applicable 
to national banks in an effort to clarify certain questions of interpretation 
and implementation, specifically with regard to treatment of originated and 
purchased mortgage servicing rights and other intangible assets.  The 
Comptroller's guidelines provide that intangible assets are generally deducted 
from Tier 1 capital in calculating a banks risk-based capital ratio.  
However, certain intangible assets which meet specified criteria (qualifying 
intangibles) such as mortgage servicing rights are retained as a part of Tier 
1 capital.  The Comptroller currently maintains that only mortgage servicing 
rights and purchased credit card relationships meet the criteria to be 
considered qualifying intangibles.  The Comptrollers guidelines formerly 
provided that the amount of such qualifying intangibles that may be included 
in Tier 1 capital was strictly limited to a maximum of 25% of total Tier 1 
capital.  The Comptroller has amended its guidelines to increase the 
limitation on such qualifying intangibles from 25% to 50% of Tier 1 capital 
and further to permit the inclusion of purchased credit card relationships as 
a qualifying intangible asset. 

In addition, the Comptroller has adopted rules which clarify treatment 
of asset sales with recourse not reported on a banks balance sheet.  Among 
assets affected are mortgages sold with recourse under Fannie Mae, Freddie Mac 
and Farmer Mac programs.  The rules clarify that even though those 
transactions are treated as asset sales for bank Call Report purposes, those 
assets will still be subject to a capital charge under the risk-based capital 
guidelines.

The Comptroller, the Federal Reserve Board and the FDIC recently adopted 
final regulations revising their risk-based capital guidelines to further 
ensure that the guidelines take adequate account of interest rate risk.  
Interest rate risk is the adverse effect that changes in market interest rates 
may have on a banks financial condition and is inherent to the business of 
banking.  Under the new regulations, when evaluating a bank's capital 
adequacy, the agency's capital standards now explicitly include a bank's 
exposure to declines in the economic value of its capital due to changes in 
interest rates.  The exposure of a banks economic value generally represents 
the change in the present value of its assets, less the change in the value of 
its liabilities, plus the change in the value of its interest rate off-balance 
sheet contracts.  Concurrently, the agencies issued a joint policy statement 
to bankers, effective June 26, 1996,  to provide guidance on sound practices 
for managing interest rate risk.  In the policy statement, the agencies 
emphasize the necessity of adequate oversight by a banks Board of Directors 
and senior management and of a comprehensive risk management process.  The 
policy statement also describes the critical factors affecting the agencies' 
evaluations of a bank's interest rate risk when making a determination of 
capital adequacy.  The agencies' risk assessment approach used to evaluate a 
banks capital adequacy for interest rate risk relies on a combination of 
quantitative and qualitative factors.  Banks that are found to have high 
levels of exposure and/or weak management practices will be directed by the 
agencies to take corrective action.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (the 
Act), enacted on December 19, 1991, provides for a number of reforms 
relating to the safety and soundness of the deposit insurance system, 
supervision of domestic and foreign depository institutions and improvement of 
accounting standards.  One aspect of the Act involves the development of a 
regulatory monitoring system requiring prompt action on the part of banking 
regulators with regard to certain classes of undercapitalized institutions.  
While the Act does not change any of the minimum capital requirements, it 
directs each of the federal banking agencies to issue regulations putting the 
monitoring plan into effect.  The Act creates five capital categories (well 
capitalized, adequately capitalized, undercapitalized, significantly 
undercapitalized and critically undercapitalized) which are defined in the 
Act and which will be used to determine the severity of corrective action the 
appropriate regulator may take in the event an institution reaches a given 
level of undercapitalization.  For example, an institution which becomes 
undercapitalized must submit a capital restoration plan to the appropriate 
regulator outlining the steps it will take to become adequately capitalized.  
Upon approving the plan, the regulator will monitor the institution
ss 
compliance.  Before a capital restoration plan will be approved, any entity 
controlling a bank (i.e., holding companies) must guarantee compliance with 
the plan until the institution has been adequately capitalized for four 
consecutive calendar quarters.  The liability of the holding company is 
limited to the lesser of five percent of the institution's total assets or the 
amount which is necessary to bring the institution into compliance with all 
capital standards.  In addition, undercapitalized institutions will be 
restricted from paying management fees, dividends and other capital 
distributions, will be subject to certain asset growth restrictions and will 
be required to obtain prior approval from the appropriate regulator to open 
new branches or expand into new lines of business.

As an institution drops to lower capital levels, the extent of action to 
be taken by the appropriate regulator increases, restricting the types of 
transactions in which the institution may engage and ultimately providing for 
the appointment of a receiver for certain institutions deemed to be critically 
undercapitalized.

The Act also provides that banks have to meet new safety and soundness 
standards.  In order to comply with the Act, the Federal Reserve Board, the 
Comptroller and the FDIC have adopted regulations defining operational and 
managerial standards relating to internal controls, loan documentation, credit 
underwriting, interest rate exposure, asset growth, and compensation, fees and 
benefits.

Both the capital standards and the safety and soundness standards which 
the Act seeks to implement are designed to bolster and protect the deposit 
insurance fund.  

In response to the directive issued under the Act, the regulators have 
established regulations which, among other things, prescribe the capital 
thresholds for each of the five capital categories established by the Act.  
The following table reflects the capital thresholds:

                       Total Risk -       Tier 1 Risk -     Tier 1
                       Based Capital      Based Capital    Leverage
                          Ratio               Ratio          Ratio
  
Well capitalized(1)        10%                  6%              5%  

Adequately Capitalized(1)   8%                  4%              4%(2)

Undercapitalized(4)        <8%                 <4%             <4%(3)

Significantly 
Undercapitalized(4)        <6%                 <3%             <3%

Critically 
Undercapitalized           --                   --             <=2%(5)  

___________________________

(1)	An institution must meet all three minimums.
(2)	3% for composite 1-rated institutions, subject to appropriate federal 
banking agency guidelines.
(3)	< 3% for composite 1-rated institutions, subject to appropriate federal 
banking agency guidelines.
(4)	An institution falls into this category if it is below the specified 
capital level for any of the three capital measures.
(5)  Ratio of tangible equity to total assets. 

As a national bank, the Bank is subject to examination and review by 
the Comptroller.  This examination is typically completed on-site at least 
annually and is subject to off-site review at call.  The Comptroller, at will, 
can access quarterly reports of condition, as well as such additional reports 
as may be required by the national banking laws.

On July 1, 1995, the State of Georgia enacted an interstate banking 
statute which authorizes bank holding companies located throughout the United 
States to acquire banks and bank holding companies located in Georgia under 
certain conditions.  Such legislation has had the effect of increasing 
competition among financial institutions in the Banks market area and in the 
State of Georgia generally.

As a bank holding company, the Company is required to file with the 
Federal Reserve Board an annual report of its operations at the end of each 
fiscal year and such additional information as the Federal Reserve Board may 
require pursuant to the Act.  The Federal Reserve Board may also make 
examinations of the Company and each of its subsidiaries.

The scope of regulation and permissible activities of the Company and 
the Bank is subject to change by future federal and state legislation.  In 
addition, regulators sometimes require higher capital levels on a case-by-case 
basis based on such factors as the risk characteristics or management of a 
particular institution.  The Company and the Bank are not aware of any 
attributes of their operating plan that would cause regulators to impose 
higher requirements.

Item 2.  Description of Property

In January 1997, the Company completed construction of its 
headquarters building on a 1.1 acre tract of land located at 301 North Broad 
Street.  The building contains approximately 9,500 square feet of finished 
space at a cost of approximately $1,125,000.  The building also contains an 
additional 1,000 square feet of unfinished space which may be built out in the 
future should the Bank require additional space for expansion.  The building 
contains a lobby, a vault, eight offices, four teller stations, three drive-in 
windows, a boardroom conference facility, a loan operations area, and an area 
for the Banks bookkeeping operations. 

Item 3.  Legal Proceedings

There are no material pending legal proceedings to which the Company 
or the Bank is a party or of which any of their properties are subject; nor 
are there material proceedings known to the Company to be contemplated by any 
governmental authority; nor are there material proceedings known to the 
Company, pending or contemplated, in which any director, officer or affiliate 
or any principal security holder of the Company, or any associate of any of 
the foregoing is a party or has an interest adverse to the Company or the 
Bank.

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

No matter was submitted during the fourth quarter ended December 31, 
1997 to a vote of security holders of the Company.


	PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

A.	Market Information

During the period covered by this report and to date, there has been 
no established public trading market for the Company's Common Stock.

B.	Holders of Common Stock

As of March 27, 1998, the number of holders of record of the Company's 
Common Stock was 491.

C.	Dividends

To date, the Company has not paid any dividends on its Common Stock.  
As the Company and the Bank are both start-up operations, it is the policy of 
the Board of Directors of the Company to reinvest earnings for such period of 
time as is necessary to ensure the success of the operations of the Company 
and of the Bank.  There are no current plans to initiate payment of cash 
dividends, and future dividend policy will depend on the Banks earnings, 
capital requirements, financial condition and other factors considered 
relevant by the Board of Directors of the Company.

The Bank is restricted in its ability to pay dividends under the 
national banking laws and by regulations of the Comptroller.  Pursuant to 12 
U.S.C. Section 56, a national bank may not pay dividends from its capital.  All 
dividends must be paid out of undivided profits, subject to other applicable 
provisions of law.  Payments of dividends out of undivided profits is further 
limited by 12 U.S.C. Section 60(a), which prohibits a bank from declaring a 
dividend on its shares of common stock until its surplus equals its stated 
capital, unless there has been transferred to surplus not less than 1/10 of the
Bank's net income of the preceding two consecutive half-year periods (in the 
case of an annual dividend).  Pursuant to 12 U.S.C. Section 60(b), the approval
of the Comptroller is required if the total of all dividends declared by the 
Bank in any calendar year exceeds the total of its net income for that year 
combined with its retained net income for the preceding two years, less any 
required transfers to surplus.

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

The following discussion of the Company's financial condition and 
results of operations should be read in conjunction with the Company's 
Consolidated Financial Statements, related notes and statistical information 
included elsewhere herein.

Results of Operations

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

For the year ended December 31, 1997, assets and earnings improved. 
Total assets increased by 48.3% from $43,752,165 in 1996 to $64,894,489 in 
1997.  Net loans increased from $33,091,618 in 1996, to $53,466,913 in 1997 
due to strong loan demand coupled with a focused marketing effort.   Net 
charge-offs for 1997 were $27,713 compared to $8,374 in 1996, an increase of 
$19,339.  For the year ended December 31, 1997, the Banks loan loss reserve 
ratio was 1.19% to total loans.

Deposits increased for the same period by $20,304,893 or 53.9%, from 
$37,697,519 in 1996 to $58,002,412 in 1997.  The majority of the increase was 
attributable to marketing efforts.  The Bank's investment portfolio increased 
$1,542,219, or 58.1%, from $2,652,000 in 1996 to $4,194,219 in 1997.  

The Banks loan to deposit ratio was 92.2% for 1997, compared to 87.8% 
in 1996, which contributed to an increase in net interest income of $946,321 
from 1996 to 1997.  Non-interest expense increased by $540,898 from $1,179,129 
for 1996 to $1,720,027 for 1997.  This increase was the result of an increase 
in personnel expenses and other overhead expenses.  Consequently, net income 
increased $320,459, or 132.9%, from $241,198 in 1996 to $561,657 in 1997.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

The Company was organized on January 15, 1995 to serve as a holding 
company for a proposed national bank.  For approximately the first six months, 
the main activities centered in seeking, interviewing and selecting a cohesive 
group of organizers/directors; applying for a national bank charter; applying 
to become a bank holding company; and filing a Registration Statement with the 
Securities and Exchange Commission.  Once the Registration Statement became 
effective, the organizers/directors focused their efforts on stock sale.  By 
mid-August 1995, 600,000 shares of common stock were sold for $5,972,407, net 
of selling expenses.  From mid-August to the end of September 1995, management 
engaged in activities resulting in the opening of the Bank.  During the 
development stage, from January 15, 1995 (Inception) to October 2, 1995 (the 
Bank Opening), net loss amounted to $119,200.  Net loss from the Bank 
Opening to December 31, 1995 amounted to $241,993.  Losses from Inception to 
December 31, 1995 amounted to $361,193, or $.60 per share.  During 1996, total 
assets of the Company grew from $21.1 million to $43.8 million.  For the year 
ended December 31, 1996, net income amounted to $241,198, or $.40 per share.

Net Interest Income

The Companys results of operations are determined by its ability to 
manage effectively interest income and expense, to minimize loan and 
investment losses, to generate non-interest income and to control non-interest 
expense.  Since interest rates are determined by market forces and economic 
conditions beyond the control of the Company, the ability to generate net 
interest income is dependent upon the Companys ability to maintain an 
adequate spread between the rate earned on earning assets and the rate paid on 
interest-bearing liabilities, such as deposits and borrowings. Thus, net 
interest income is the key performance measure of income.

Presented below are various components of assets and liabilities, 
interest income and expense as well as their yield/cost for the period 
indicated.

                                 Year Ended              Year Ended
                               December 31, 1997      December 31, 1996
                     Average   Interest   Yield/  Average  Interest    Yield/
                    Balance Income/Expense  Cost  Balance Income/Expense Cost  
                                         (Dollars in Thousands)

Federal funds sold  $ 3,410     $ 193      5.66%   $ 4,065    $ 212     5.22%
Securities            3,474       201      5.79      2,627      154     5.85
Loans, net           43,598     4,175      9.58     23,507    2,235     9.51
Total earning
  assets           $ 50,482   $ 4,569      9.05%   $30,199   $2,601     8.61%


Interest
 bearing deposits   $40,913   $ 2,022      4.94%   $21,785   $1,017     4.67%
Other borrowings        392        18      4.47%      --        --
Total interest-bearing
  liabilities      $ 41,305   $ 2,040      4.94%   $21,785   $1,017     4.67%

Net yield on earning assets                5.01%                        5.24%

Net yield on earning assets for the years ended December 31, 1997 and 
1996 were 5.01% and 5.24%, respectively.  The decline in the net yield during 
1997 is primarily attributed to a higher cost of funds, mainly in 
transactional accounts such as NOW and money market accounts.  In order to 
keep pace with loan demand, management bid up the rates on transactional 
accounts to generate higher deposits.  Transactional accounts are generally a 
more stable source of funding.  Despite the lower net yield on earning assets, 
net interest income has increased from $1,583,623 (1996) to $2,529,934 (1997) 
due to a $20.3 million increase in average earning assets in 1997.

Non-Interest Income

Non-interest income for the years ended December 31, 1997 and 1996 
amounted to $382,756 and $192,715, respectively.  As a percentage of average 
assets, non-interest income increased from .58% in 1996 to .69% in 1997.  The 
increase in non-interest income during 1997 is attributed to the increase in 
the number of deposit accounts, as well as transactional volume, and to a 
higher fee structure.

The following table summarizes the major components of non-interest 
income for the year ended December 31, 1997 and 1996.

                                            1997            1996 
Service fees on deposit accounts       $ 269,808         $ 148,977
Miscellaneous, other                     112,948            43,738
   Total non-interest income            $382,756         $ 192,715

Non-Interest Expense

Non-interest expense increased from $1,719,129 in 1996 to $1,720,027 
in 1997.  As a percentage of total average assets, non-interest expenses 
decreased from 3.55% in 1996 to 3.10% in 1997.  During 1997, the Company's 
assets increased by 48.3% over the 1996 assets.  Because of higher economies 
of scale, however, non-interest expense in 1997, as compared to 1996, grew by 
only 45.9%.  Below are the components of non-interest expense for the years 
1997 and 1996.

                                           Non-Interest Expense

                                    December 31,            December 31, 
                                      1997                     1996      

Salaries and benefits                $  878,641              $  581,101
Supplies and printing                    52,669                  56,089
Advertising and public relations        210,625                  80,652
Legal and professional                   67,167                  56,844
Other operating expenses                510,925                 404,443
     Total non-interest expense      $1,720,027              $1,179,129

During 1997, the allowance for loan losses increased from $447,626 to 
$644,913.  During 1997, the allowance for loan losses as a percent of gross 
loans decreased from 1.33% to 1.19%.  Net charge-offs during 1997 amounted to 
$27,713, or .05% of loans.  Net charge-offs in 1996 amounted to $8,374, or 
 .02%.  Net charge-offs for 1997 and 1996 are significantly lower than peer 
averages.  As of December 31, 1997, management considers the allowance for 
loan losses to be adequate to absorb possible future losses.  However, there 
can be no assurance that charge-offs in future periods will not exceed the 
allowance for loan losses or that additional provisions to the allowance will 
not be required.

Liquidity and Interest Rate Sensitivity

Net interest income, the Companys primary source of earnings, 
fluctuates with significant interest rate movements.  To lessen the impact of 
these margin swings, the balance sheet should be structured so that repricing 
opportunities exist for both assets and liabilities in roughly equivalent 
amounts at approximately the same time intervals.  Imbalances in these 
repricing opportunities at any point in time constitute interest rate 
sensitivity.

Interest rate sensitivity refers to the responsiveness of interest 
bearing assets and liabilities to changes in market interest rates.  The rate 
sensitive position, or gap, is the difference in the volume of rate sensitive 
assets and liabilities, at a given time interval.  The general objective of 
gap management is to manage actively rate sensitive assets and liabilities so 
as to reduce the impact of interest rate fluctuations on the net interest 
margin.  Management generally attempts to maintain a balance between rate 
sensitive assets and liabilities as the exposure period is lengthened to 
minimize the Companys overall interest rate risks.

The asset mix of the balance sheet is continually evaluated in terms 
of several variables:  yield, credit quality, appropriate funding sources and 
liquidity.  To effectively manage the liability mix of the balance sheet, 
there should be a focus on expanding the various funding sources.  The 
interest rate sensitivity position at year-end 1997 is presented in the 
following table.  The difference between rate sensitive assets and rate 
sensitive liabilities, or the interest rate sensitivity gap, is shown at the 
bottom of the table.  Since all interest rates and yields do not adjust at the 
same velocity, the gap is only a general indicator of rate sensitivity.


                                After     After 
                                three     six       After
                        Within  months    months    one year     After
                        three but within but within but within   five
                        months  six mos   one year  five years   years    Total 
                                               (In Thousands)
EARNING ASSETS

Loans                  $22,583  $ 2,292    $5,114   $ 23,057   $ 1,066 $54,112

Available-for-sale
 securities              --        --         696      2,833       665   4,194

Federal funds sold       1,582     --         --        --         --   $1,582

Total earning assets   $24,165  $ 2,292    $5,810   $ 25,890   $ 1,731 $59,888


SUPPORTING SOURCES OF FUNDS

Interest bearing demand
deposits and savings    $22,491 $ --       $ --     $  --      $  --   $22,491

Certificates,
 less than $100M          3,676   2,670     4,408      2,206      711   13,671

Certificates,
 $100M and over           3,157   4,551     3,291      1,508      --    12,507

 Total interest
 bearing liabilities    $29,324  $7,221    $7,699     $3,714    $ 711  $48,669

Interest rate
   sensitivity gap      $(5,159) $(4,929) $(1,889)  $ 22,176   $1,020  $11,219

Cumulative gap          $(5,159)$(10,088)$(11,977)  $ 10,199   $1,219  $11,219

Interest rate
 sensitivity gap
  ratio                   .82       .32      .75        6.98     2.43    1.23

Cumulative interest rate
sensitivity gap ratio     .82       .72      .73        1.21     1.23    1.23


As evidenced by the table above, the Company is liability sensitive up 
to one year, and asset sensitive thereafter.  In a declining interest rate 
environment, a liability sensitive position (a gap ratio of less than 1.0) is 
generally more advantageous since liabilities are repriced sooner than assets. 
 Conversely, in a rising interest rate environment, an asset sensitive 
position (a gap ratio over 1.0) is generally more advantageous as earning 
assets are repriced sooner than the liabilities.  With respect to the Company, 
an increase in interest rate would reduce income for one year and increase 
income thereafter.  Conversely, a decline in interest rate would increase 
income for one year and decrease income thereafter.  This, however, assumes 
that all other factors affecting income remain constant.


As the Company continues to grow, management will continuously 
structure its rate sensitivity position to best hedge against rapidly rising 
or falling interest rates.  The Banks Asset/Liability Committee meets on a 
quarterly basis and develops managements strategy for the upcoming period.  
Such strategy includes anticipations of future interest rate movements.

Liquidity represents the ability to provide steady sources of funds 
for loan commitments and investment activities, as well as to maintain 
sufficient funds to cover deposit withdrawals and payment of debt and 
operating obligations.  These funds can be obtained by converting assets to 
cash or by attracting new deposits.  The Companys primary source of liquidity 
comes from its ability to maintain and increase deposits through the Bank.  
Deposits grew by $ 20.3 million during 1997 and by $22.3 million in 1996.  

Below are the pertinent liquidity balances and ratios for the years 
ended December 31, 1997.

                                            December 31,    December 31,
                                                1997             1996     

Cash and cash equivalents                     $4,029,952      $5,628,235
Securities                                     4,192,219       2,652,000
CDs, over $100,000 to total deposits ratio        21.6%           25.2% 
Loan to deposit ratio                             92.2%           87.8% 
Brokered deposits                                  --              -- 


At December 31, 1997, large denomination certificates accounted for 
21.6% of total deposits. Large denomination CDs are generally more volatile 
than other deposits.  As a result, management continually monitors the 
competitiveness of the rates it pays on its large denomination CDs and 
periodically adjusts its rates in accordance with market demands.  Significant 
withdrawals of large denomination CDs may have a material adverse effect on 
the Banks liquidity.  Management believes that since a majority of the above 
certificates were obtained from Bank customers residing in Thomas County, 
Georgia, the volatility of such deposits is lower than if such deposits were 
obtained from depositors residing outside of Thomas County, as outside 
depositors are  more likely to be interest rate sensitive.

Cash and cash equivalents are the primary source of liquidity.  At 
December 31, 1997, cash and cash equivalents amounted to $4.0 million, 
representing 6.2% of total assets.  Securities available for sale provide a 
secondary source of liquidity.  Approximately $700,000 of the $4.2 million in 
the Banks securities portfolio is scheduled to mature in 1998.

Brokered deposits are deposit instruments, such as certificates of 
deposit, deposit notes, bank investment contracts and certain municipal 
investment contracts that are issued through brokers and dealers who then 
offer and/or sell these deposit instruments to one or more investors.  As of 
December 31, 1997, the Company had no brokered deposits in its portfolio.

Management knows of no trends, demands, commitments, events or 
uncertainties that should result in or are reasonably likely to result in the 
Companys liquidity increasing or decreasing in any material way in the 
foreseeable future.

Capital Adequacy

There are now two primary measures of capital adequacy for banks and 
bank holding companies:  (i) risk-based capital guidelines and (ii) the 
leverage ratio.

Risk-based capital guidelines measure the amount of a banks required 
capital in relation to the degree of risk perceived in its assets and its off-
balance sheet items.  Note that under the risk-based capital guidelines, 
capital is divided into two tiers.  Tier 1 capital consists of common 
shareholders equity, non-cumulative and cumulative (bank holding companies 
only) perpetual preferred stock and minority interest.  Goodwill is subtracted 
from the total.  Tier 2 capital consists of the allowance for loan losses, 
hybrid capital instruments, term subordinated debt and intermediate term 
preferred stock.  Banks are required to maintain a minimum risk-based capital 
ratio of 8.0%, with at least 4.0% consisting of Tier 1 capital.

The second measure of capital adequacy relates to the leverage ratio. 
 The OCC has established a 3.0% minimum leverage ratio requirement.  Note that 
the leverage ratio is computed by dividing Tier 1 capital into total assets.  
For banks that are not rated CAMEL 1 by their primary regulator, (which 
includes the subsidiary Bank), the minimum leverage ratio should be 3.0% plus 
an additional cushion of at least 1 to 2 percent, depending upon risk profiles 
and other factors.

A new rule was recently adopted by the Federal Reserve Board, the OCC 
and the FDIC that adds a measure of interest rate risk to the determination of 
supervisory capital adequacy.  In connection with this new rule, those three 
agencies issued a joint policy statement to bankers, effective June 26, 1996, 
 to provide guidance on sound practices for managing interest rate risk.  In 
the policy statement, the agencies emphasize the necessity of adequate 
oversight by a banks Board of Directors and senior management and of a 
comprehensive risk management process.  The policy statement also describes 
the critical factors affecting the agencies evaluations of a banks interest 
rate risk when making a determination of capital adequacy.  The agencies risk 
assessment approach used to evaluate a banks capital adequacy for interest 
rate risk relies on a combination of quantitative and qualitative factors.  
Banks that are found to have high levels of exposure and/or weak management 
practices will be directed by the agencies to take corrective action.

The table below illustrates the Banks and Companys regulatory 
capital ratios at December 31, 1997:

                                                         Minimum
                                        December 31,    regulatory
Bank                                       1997         requirement

Tier 1 Capital                              10.8%           4.0%
Tier 2 Capital                               1.1%            --   

Total risk-based capital ratio              11.9%           8.0%

Leverage ratio                              11.1%           3.0%


Company - Consolidated

Tier 1 Capital                              11.5%           4.0%
Tier 2 Capital                               1.1%            --

Total risk-based capital ratio              12.6%           8.0%

Leverage ratio                              11.8%           3.0%


The above ratios indicate that the capital positions of the Company and the 
Bank are sound and that the Company is well positioned for future growth.

Accounting Matters

Statement of Financial Accounting Standard No. 128, Earnings per Share 
(SFAS 128) establishes standards for computing and presenting earnings per 
share (EPS).  SFAS 128 simplifies the previous standards for computing and 
presenting EPS and makes the new standards comparable to international EPS 
standards.  SFAS 128 is effective for financial statements issued for periods 
ending after December 15, 1997; it also requires restatement of all prior 
period EPS data presented.  The Company has adopted SFAS 128.  The adoption of 
SFAS 128 did not have a significant impact on the Company's consolidated 
financial condition or results of operations.

Item 7.  Financial Statements

The following financial statements are filed with this report:

Independent Auditors Report

Consolidated Balance Sheet as of December 31, 1997 and 1996

Consolidated Statement of Income for the Years Ended December 31, 1997, 1996 
and the Period from January 15, 1995 through December 31, 1995

Consolidated Statement of Changes in Shareholders Equity for the Years Ended 
December 31, 1996, 1995 and the Period from January 15, 1995 through 
December 31, 1995

Consolidated Statement of Cash Flows for the Years Ended December 31, 1996, 
1995 and the Period from January 15, 1995 through December 31, 1995

Notes to Consolidated Financial Statements


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

There has been no occurrence requiring a response to this Item.






TABLE OF CONTENTS



REPORT OF INDEPENDENT ACCOUNTANTS                                       1


CONSOLIDATED FINANCIAL STATEMENTS
	
 Consolidated Balance Sheets.                                           2
	
 Consolidated Statements of Income                                      3

 Consolidated Statements of Changes in Shareholders Equity             4

 Consolidated Statements of Cash Flows                                  5
	
  Notes to Consolidated Financial Statements                            



Report of Independent Accountants



Board of Directors
Thomasville Bancshares, Inc.
Thomasville, Georgia

	We have audited the accompanying consolidated balance sheets of 
Thomasville Bancshares, Inc., (the Company), and subsidiary as of December 
31, 1997 and 1996, and the related consolidated statements of income, changes 
in shareholders equity and cash flows for the years then ended.  These 
consolidated financial statements are the responsibility of the Companys 
management.  Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits.

	We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation.  We believe that our audits provide 
a reasonable basis for our opinion.

	In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the consolidated financial 
position of Thomasville Bancshares, Inc., and subsidiary at December 31, 1997 
and 1996, and the consolidated results of their operations and their cash 
flows for each of the years in the two-year period ended December 31, 1997, in 
conformity with generally accepted accounting principles.





Atlanta, Georgia
February 12, 1998







THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
Consolidated Balance Sheets



ASSETS 
                                              As of December 31, 
                                                1997            1996
Cash and due from banks                 $    2,447,683  $   1,801,255
Federal funds sold, net  (Note 3)            1,582,269      3,826,980
  Total cash and cash equivalents	$    4,029,952	$   5,628,235
Securities:  (Notes 2 & 4)
 Available-for-sale at fair value            4,194,219      2,652,000
Loans, net  (includes loans of 
 $3,066,426 (1997) and $2,177,384
 (1996) to insiders)  (Notes 2, 5,
 6 & 13)                                    53,466,913     33,091,618
Property and equipment, net  (Notes 2 & 7)   2,484,979      1,913,536
Other assets                                   718,426        466,776
  Total Assets                           $  64,894,489   $ 43,752,165

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
 Deposits		
  Non-interest bearing deposits         $    9,334,294  $   6,815,217
  Interest bearing deposits                 48,668,118     30,882,302
       Total deposits  (Note 9)         $   58,002,412   $ 37,697,519
Other liabilities                              423,684        208,389
  Total Liabilities                     $   58,426,096   $ 37,905,908

Commitments and Contingencies  (Note 8)

Shareholders Equity:  (Notes 1, 13 & 15)
 Common stock, 1.00 par value, 
 10,000,000 shares authorized;
 600,000 shares issued and outstanding  $      600,000     $  600,000
 Paid-in-capital                             5,418,801      5,372,407
Retained earnings                              441,662       (119,995)
 Unrealized gain/(loss) on securities, net       7,930         (6,155)
   Total Shareholders Equity           $    6,468,393     $5,846,257
   Total Liabilities and
     Shareholders' Equity                 $ 64,894,489    $43,752,165


Refer to notes to the consolidated financial statements.




THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA 
Consolidated Statements of Income

                                                  Years Ended December 31,
Interest Income:                               1997               1996
 Interest and fees on loans (Note 2)    $    4,175,214          $   2,234,844
 Interest on investment securities             201,290                153,611
 Interest on federal funds sold                193,085                212,203
    Total interest income               $    4,569,589          $   2,600,658
Interest Expense:
 Interest on deposits
   and borrowings  (Note 10)            $    2,039,655          $   1,017,045
Net interest income                          2,529,934              1,583,613
Provision for possible
  loan losses  (Note 6)                        225,000                346,000
Net interest income after provision for 
  possible loan losses                  $    2,304,934          $   1,237,613

Other Income:
 Service fees on deposit accounts       $      269,808          $     148,977 
 Miscellaneous, other                          112,948                 43,738
     Total other income                 $      382,756          $     192,715

Other Expenses:
  Salaries                              $      636,051          $     451,919
  Employee benefits                            242,590                129,182
  Supplies and printing                         52,669                 56,089
  Advertising and public relations             210,625                 80,652
  Legal and professional                        67,167                 56,844
  Depreciation and amortization                145,314                 88,035
  Other operating expenses  (Note 11)          365,611                316,408
     Total other expenses               $    1,720,027          $   1,179,129

Income before income tax                $       967,663         $     251,199
Income tax  (Notes 2 & 12)                      406,006                10,001

Net Income                              $       561,657         $     241,198

Basic earnings per share  (Note 2)      $           .94         $         .40
Diluted earnings per share (Note 2)     $           .92         $         .40




Refer to notes to the consolidated financial statements.



THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
Consolidated Statements of Changes in Shareholders Equity
From Inception, January 15, 1995 to December 31, 1997




			      
                                                     Unrealized 
                  Common Stock     Paid-In-  Retained  Securities
               Shares  Par Value   Capital   Earnings    Gains         Total   
 
Balance,
January 15, 1995
                 --     $   --   $    --     $   --     $   --       $    --

Sale of Stock  600,000   600,000  5,372,407      --         --        5,972,407

Net income (loss) from
  Inception, January 15, 1995  to
  December 31, 1995

                 --         --        --      (361,193)      --        (361,193)

Net unrealized
gains, securities --        --        --         --        10,626       10,626  
 
Balance,
December 31, 1995
               600,000  $ 600,000 $ 5,372,407 $ (361,193) $ 10,626  $ 5,621,840

Net income, 1996  --        --         --        241,198      --        241,198

Net unrealized losses,
 securities       --        --         --           --   (16,781)       (16,781)

Balance,
December 31, 1996
               600,000  $ 600,000 $ 5,372,407 $ (119,995) $(6,155)  $ 5,846,257

Net income, 1997   --        --         --       561,657      --        561,657

Net unrealized gains,
securities         --        --         --         --      14,085        14,085

Stock options, restricted stock 
                   --        --        46,394      --          --        46,394

Balance, December 31, 1997
                600,000  $ 600,000 $ 5,418,801 $ 441,662  $ 7,930   $ 6,468,393



















THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
Consolidated Statements of Cash Flows

                                                      Years Ended December 31, 
Cash flows from operating activities:                   1997            1996
  Net income                                    $       561,657 $      241,198
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provisions for loan losses                $       225,000 $      346,000
      Depreciation and amortization             $       145,314 $       88,035
      Net accretion on securities                        (5,196)         5,804
  (Increase) in receivables and other assets           (263,143)      (288,086)
  Increase in payables and other liabilities            215,295        149,867
Net cash provided by operating activities       $       878,927 $      542,818

Cash flows from investing activities:
   Purchase of securities                       $   (2,222,938) $   (1,020,179)
   Maturity of securities                              700,000       1,000,000
   (Increase) in loans, net                        (20,600,295)    (22,605,081)
   Purchase of premises and equipment                 (705,264)     (1,346,620)
Net cash used in investing activities           $  (22,828,497)  $ (23,971,880)

Cash flows from financing activities:
   Options, restricted stock                    $       46,394   $      --      
   Increase in deposits                             20,304,893      22,289,053
Net cash provided by financing activities       $   20,351,287   $  22,289,053

Net (decrease) in cash and cash equivalents     $   (1,598,283) $   (1,140,009)
Cash and cash equivalents, beginning of period       5,628,235       6,768,244
Cash and cash equivalents, end period           $    4,029,952  $    5,628,235

Supplemental Information: 

Income taxes paid                               $      452,400  $       10,001

Interest paid                                   $    1,957,072  $      920,719





Refer to notes to the consolidated financial statements.




THOMASVILLE BANCSHARES, INC.
THOMASVILLE, GEORGIA
Notes to Consolidated Financial Statements 
December 31, 1997 and 1996


Note 1 - Organization of the Business

	Thomasville Bancshares, Inc., Thomasville, Georgia (the Company) was 
organized in January, 1995 to serve as a holding company for a proposed de 
novo bank, Thomasville National Bank, Thomasville, Georgia (the Bank).  In a 
public offering conducted during 1995, the Company sold and issued 600,000 
shares of its own $1.00 par value common stock.  Proceeds from such sale 
amounted to $5,972,407, net of selling expenses.  The Company purchased 100 
percent of the Banks shares by injecting $4.8 million into the Banks capital 
accounts immediately prior to commencement of banking operations on October 2, 
1995.  Subsequently, the Company injected an additional $700,000 into the 
Banks capital accounts.  The Banks deposits are each insured up to $100,000 
by the Federal Deposit Insurance Corporation.

Note 2 - Summary of  Significant Accounting Policies

	Basis of Presentation and Reclassification.   The consolidated financial 
statements include the accounts of the Company and the Bank.  All significant 
intercompany accounts and transactions have been eliminated in consolidation. 
 Certain prior year amounts have been reclassified to conform to the current 
year presentation.  Such reclassifications had no impact on net income or 
shareholders equity.

	Basis of Accounting.  The accounting and reporting policies of the 
Company conform to generally accepted accounting principles and to general 
practices in the banking industry. In preparing the financial statements, 
management is required to make estimates and assumptions that affect the 
reported amounts of assets and liabilities as of the date of the balance sheet 
and revenues and expenses for the period.  Actual results could differ 
significantly from those estimates.  Material estimates that are particularly 
susceptible to significant change in the near term relate to the determination 
of the allowance for loan losses and the valuation of real estate acquired in 
connection with foreclosures or in satisfaction of loans.

	Investment Securities.  The Company adopted Statement of Financial 
Accounting Standards No. 115, Accounting for Certain Investment in Debt and 
Equity Securities  (SFAS 115).  SFAS 115 requires investments in equity and 
debt securities to be classified into three categories:

1.  Held-to-maturity securities.  These are securities which the Company 
has the ability and intent to hold until maturity.  These securities 
are stated at cost, adjusted for amortization of premiums and the 
accretion of discounts.  As of December 31, 1997 and 1996, the 
Company had no securities in this category.


2.  Trading securities.  These are securities which are bought and held 
principally for the purpose of selling in the near future.  Trading 
securities are reported at fair market value, and related unrealized 
gains and losses are recognized in the income statement.  As of 
December 31, 1997 and 1996, the Company had no securities in this 
category.

3.  Available-for-sale securities.  These are securities which are not 
classified as either held-to-maturity or as trading securities.  
These securities are reported at fair market value.  Unrealized gains 
and losses are reported, net of tax, as separate components of 
shareholders equity.  Unrealized gains and losses are excluded from 
the income statement. 

A decline below cost in the fair value of any available-for-sale or 
held-to-maturity security that is deemed other than temporary results in a 
charge to income and the establishment of a new cost basis for the security.

Purchase premiums and discounts on investment securities are amortized 
and accreted to interest income using the level yield method on the 
outstanding principal balances.  In establishing the accretion of discounts 
and amortization of premiums, the Company utilizes market based prepayment 
assumptions.  Interest and dividend income are recognized when earned.  
Realized gains and losses for securities sold are included in income and are 
derived using the specific identification method for determining the costs of 
securities sold.

Loans, Interest and Fee Income on Loans.  Loans are stated at the 
principal balance outstanding.  Unearned discount, unamortized loan fees and 
the allowance for possible loan losses are deducted from total loans in the 
statement of condition.  Interest income is recognized over the term of the 
loan based on the principal amount outstanding.  Points on real estate loans 
are taken into income to the extent they represent the direct cost of 
initiating a loan.  The amount in excess of direct costs is deferred and 
amortized over the expected life of the loan. 

Accrual of interest on loans is discontinued either when reasonable 
doubt exists as to the full or timely collection of interest or principal or 
when a loan becomes contractually past due by 90 days or more with respect to 
interest or principal.  When a loan is placed on non-accrual status, all 
interest previously accrued but not collected is reversed against current 
period interest income.  Income on such loans is then recognized only to the 
extent that cash is received and where the future collection of principal is 
probable. Loans are returned to accruing status only when they are brought 
fully current with respect to interest and principal and when, in the judgment 
of management, the loans are estimated to be fully collectible as to both 
principal and interest.

The Company adopted the provisions of SFAS No. 114, Accounting by 
Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting 
for Impairment of a Loan - Income Recognition and Disclosure.  These 
standards require impaired loans to be measured based on the present value of 
expected future cash flows discounted at the loans original effective
interest rate, or at the loans observable market price, or the fair value of 
the collateral if the loan is  collateral dependent.  A loan is considered 
impaired when, based on current information and events, it is probable that 
the Company will be unable to collect all amounts due according to the 
contractual terms of the note agreement.  Cash receipts on impaired loans 
which are accruing interest are applied to principal and interest under the 
contractual terms of the loan agreement.  Cash receipts on impaired loans for 
which the accrual of interest has been discontinued are applied to reduce the 
principal amount of such loans until the principal has been recovered and are 
recognized as interest income thereafter.

	Allowance for Loan Losses.   The allowance for loan losses is 
established through provisions charged to operations.  Such provisions are 
based on managements evaluation of the loan portfolio under current economic 
conditions, past loan loss experience, adequacy of underlying collateral, 
changes in the nature and volume of the loan portfolio, review of specific 
problem loans, and such other factors which, in managements judgment, deserve 
recognition in estimating loan losses.  Loans are charged off when, in the 
opinion of management, such loans are deemed to be uncollectible.  Subsequent 
recoveries are added to the allowance.

	Management believes that the allowance for loan losses is adequate.  
While management uses available information to recognize losses of loans, 
future additions to the allowance may be necessary based on changes in 
economic conditions.  In addition, various regulatory agencies, as an integral 
part of their examination process, periodically review the Companys allowance 
for loan losses.  Such agencies may require the Company to recognize additions 
to the allowance based on their judgments about information available to them 
at the time of their examination.

	Property and Equipment.  Building, furniture and equipment are stated at 
cost, net of accumulated depreciation.  Depreciation is computed using the 
straight line method over the estimated useful lives of the related assets.  
Maintenance and repairs are charged to operations, while major improvements 
are capitalized.  Upon retirement, sale or other disposition of property and 
equipment, the cost and accumulated depreciation are eliminated from the 
accounts, and gain or loss is included in income from operations. 

Other Real Estate.  Other real estate represents property acquired 
through foreclosure or in satisfaction of loans.  Other real estate is carried 
at the lower  of:  (i) cost; or (ii) fair value less estimated selling costs. 
 Fair value is determined on the basis of current appraisals, comparable sales 
and other estimates of value obtained principally from independent sources.  
Any excess of the loan balance at the time of foreclosure or acceptance in 
satisfaction of loans over the fair value of the real estate held as 
collateral is treated as a loan loss and charged against the allowance for 
loan losses.  Gain or loss on sale and any subsequent adjustments to reflect 
changes in fair value and selling costs are recorded as a component of income. 
 Costs of improvements to other real estate are capitalized, while costs 
associated with holding other real estate are charged to operations.

	Income Taxes.  The consolidated financial statements have been prepared 
on the accrual basis.  When income and expenses are recognized in different 
periods for financial reporting purposes and for purposes of computing income 
taxes currently payable, deferred taxes are provided on such temporary 
differences.  The Company files a consolidated income tax return.  Taxes are 
accounted for in accordance with Statement of Financial Accounting Standards 
No. 109, Accounting for Income Taxes (SFAS 109).  Under SFAS 109, deferred 
tax assets and liabilities are recognized for the future tax consequences 
attributable to differences between the financial statement carrying amounts 
of existing assets and liabilities and their respective tax bases.  Deferred 
tax assets and liabilities are measured using the enacted tax rates expected 
to apply to taxable income in the years in which those temporary differences 
are expected to be realized or settled.  Under SFAS 109, the effect on 
deferred tax assets and liabilities of a change in tax rates is recognized in 
income in the period that includes the enactment date.

	Restriction on cash and due from banks:  The Bank is required to 
maintain reserve funds in cash or on deposits with the Federal Reserve System. 
 The required reserves at December 31, 1997 and 1996 were approximately 
$507,000 and $235,000, respectively.

Statement of Cash Flows:  For purposes of reporting cash flows, cash and 
cash equivalents include cash on hand, amounts due from banks and federal 
funds sold.  Generally, federal funds are purchased or sold for one day 
periods.  

Earnings Per Share (EPS):  The Company adopted Statement of Financial 
Accounting Standards No. 128, Earnings Per Share (SFAS 128).  SFAS 128 
establishes standards for computing and presenting EPS.  Because the Company 
has a complex capital structure, it is required to report:  (i) basic EPS;  
and (ii) diluted EPS.  Basic EPS is defined as the amount of earnings 
available to each share of common stock outstanding during the reporting 
period.  Diluted EPS is defined as the amount of earnings available to each 
share of common stock outstanding during the reporting period and to each 
share that would have been outstanding assuming the issuance of common stock 
for all dilutive potential common stock outstanding during the reporting 
period.

Basic EPS is computed by dividing income available to common 
shareholders by the weighted-average number of common shares outstanding 
during the period.  Diluted EPS is computed assuming the conversion of all 
warrants and options.

For the year ended December 31, 1997, basic EPS and diluted EPS were 
computed as follows :
                                Basic EPS               Diluted EPS
                          Numerator   Denominator  Numerator   Denominator
Net income              $   561,657      -  -    $   561,657      -  -
Weighted average shares       -  -     600,000        - -        600,000
Options, warrants                                                 11,040 
   
   Totals               $   561,657    600,000   $   561,657     611,040 

EPS                                $.94                      $.92

Note 3  Federal Funds Sold

	  The Bank is required to maintain legal cash reserves computed by 
applying prescribed percentages to its various types of deposits.  When the 
Banks cash reserves are in excess of the required amount, the Bank may lend 
the excess to other banks on a daily basis.  At December 31, 1997 and 1996, 
the Bank sold $1,582,269 and $3,826,980, respectively, to other banks through 
the federal funds market.

Note 4  Securities Available-for-Sale
		
	The amortized costs and estimated market values of securities available-
for-sale as of December 31, 1997 follow:
                                       
                                                                       Gross   
                            Amortized       Unrealized                Estimated
Description                    Costs          Gains        Losses       Market 
Values
U.S. Treasury securities  $ 3,517,204     $ 13,074        $ (1,059) $ 3,529,219
FRB stock                     165,000          --              --       165,000
Tax exempt securities         500,000          --              --       500,000
    Total securities      $ 4,182,204     $ 13,074        $ (1,059) $ 4,194,219

The amortized costs and estimated market values of securities available-
for-sale as of December 31, 1996 follow:
                                                                      Gross    
                            Amortized         Unrealized            Estimated
Description                   Costs             Gains     Losses      Market 
Values
U.S. Treasury securities  $ 2,496,322     $    852      $ (10,177)  $ 2,487,000
FRB stock                     165,000         --           --           165,000
    Total securities      $ 2,661,322     $    852      $ (10,177)  $ 2,652,000

	All national banks are required to hold FRB stock.  No ready market 
exists for the FRB stock nor does the stock have a quoted market value.  
Accordingly, the FRB stock is reported at cost. 
The amortized costs and estimated market values of securities available-
for-sale at December 31, 1997,  by  contractual  maturity ,  are  shown  in   
the  following   chart.   Expected maturities may differ from contractual 
maturities because issuers may have the right to call or prepay obligations 
with or without call or prepayment penalties.

                                        Amortized         Estimated 
                                        Costs              Market 
Values
Due in one year or less               $    696,440    $    696,469
Due after one through five years         2,820,764       2,832,750
Due after ten years                        500,000         500,000
FRB stock (no maturity)                    165,000         165,000
    Total securities                  $  4,182,204    $  4,194,219

	There were no sales of securities during 1997 and 1996.  At December 31, 
1997 and 1996, there were $2,600,000 and $903,000, respectively, in U.S. 
Treasury securities pledged as collateral to secure public funds.

Note 5  Loans

	The composition of net loans by major loan category, as of December 31, 
1997 and 1996, follows:
									        December 31,	
	
                                            1997                     1996 
Commercial, financial, agricultural 	$16,847,930		$16,484,185
Real estate  construction                1,777,493               1,134,858
Real estate  mortgage                   29,825,224              11,748,699
Installment                               5,661,179               4,171,502
Loans, gross                            $54,111,826             $33,539,244
Deduct:
Allowance for loan losses                  (644,913)               (447,626)
             Loans, net                 $53,466,913             $33,091,618

	As of December 31, 1997 and 1996, all loans were accruing interest 
and none of the loans was impaired. 

Note 6  Allowance for Possible Loan Losses

	The allowance for possible loan losses is a valuation reserve available 
to absorb future loan charge-offs.  The allowance is increased by provisions 
charged to operating expenses and by recoveries of loans which were previously 
written-off.  The allowance is decreased by the aggregate loan balances, if 
any, which were deemed uncollectible during the year.

Activity within the allowance for loan losses account for the years 
ended December 31, 1997 and 1996 follows:
                                                  Years ended December 31,      
 
                                                   1997            1996 
Balance, beginning of year                    $    447,626    $   110,000
Add:    Provision for loan losses                  225,000        346,000 
    
Add:	Recoveries of previously charged 
              off amounts                            3,292           - 
   -       
   Total                                       $   675,918    $    456,000
Deduct:   Amount charged-off                      ( 31,005)         (8,374)
Balance, end of year                           $   644,913    $    447,626


Note 7  Property and Equipment

	Building, furniture and equipment are stated at cost less accumulated 
depreciation.  Components of property and equipment included in the 
consolidated balance sheets at December 31, 1997 and 1996 follow:

									      December 31,	
       
                                             1997                1996 
Land                                 $   582,983              $  582,983
Building                               1,476,921                  85,988 
Furniture, equipment                     609,482                 224,317
Construction in progress                 -   -                 1,077,695
   Property and equipment, gross     $ 2,669,386              $1,970,983
Deduct: 
    Accumulated depreciation            (184,407)                (57,447)
    Property and equipment, net       $2,484,979              $1,913,536  
  


	Depreciation expense for the years ended December 31, 1997 and 1996 
amounted to $134,090 and $ 76,811, respectively.  Depreciation is charged to 
operations over the estimated useful lives of the assets.  The estimated 
useful lives and methods of depreciation for the principal items follow:

        Type of Asset               Life in Years     Depreciation Method
        Furniture and equipment          3 to 7         Straight-line
        Building                           39           Straight-line

Note 8  Commitments and Contingencies

	Please refer to Note 13 concerning warrants and options earned by 
directors and executive officers.

	Please refer to Note 14 concerning financial instruments with off-
balance sheet risk.

Note 9  Deposits

	The following details deposit accounts at December 31, 1997 and 1996:

                                                    December 31,            
                                            1997                 1996 
Non-interest bearing deposits	 	$  9,334,294	     $ 6,815,217
Interest bearing deposits:		
   NOW accounts                            7,282,203           4,372,728
           Money market accounts          14,014,321           7,841,663
   Savings                                 1,193,986             693,560
           Time, less than $100,000       13,671,038           8,492,621
   Time, $100,000 and over                12,506,570           9,481,730
       Total deposits                    $58,002,412         $37,697,519


Note 10  Interest on Deposits and Borrowings

	A summary of interest expense for the years ended December 31, 1997 and 
1996 follows:

                                                             December 31,
                                                     1997             1996
Interest on NOW accounts                        $   148,381       $   103,902
Interest on money market accounts                   501,987           212,599
        Interest on savings accounts                 34,740            18,326
Interest on CDs under $100,000                      694,213           314,958
        Interest on CDs $100,000 and over           642,826           367,260
                Interest, other borrowings           17,508              - 
   -
   Total interest on deposits
      and borrowings                             $2,039,655        $1,017,045

   Note 11  Other Operating Expenses

	A summary of other operating expenses for the years ended December 31, 
1997 and 1996 follows:
                                                       December 31,        
                                               1997                  1996 
Postage and delivery                           $    32,924       $     25,087
Data processing                                      33,519            24,749
        Regulatory assessments                       31,548            19,053
        Taxes & insurance                            45,685            23,007
        Utilities & telephone                        36,241            19,100
        ATM fees                                     27,290            21,153
        Repairs, maint. & service contracts          65,030            29,928
        All other operating expenses                 93,374           154,331
           Total other operating expenses       $   365,611       $   316,408


Note 12  Income Taxes

	As of December 31, 1997 and 1996, the Companys provision for income 
taxes consisted of the following:
                                                           December 31,        
                                                  1997                  1996 
Current                                      $       457,500  $       107,896
Deferred                                             (51,494)         (97,895)
Federal income tax expense                   $       406,006   $       10,001

Deferred income taxes consist of the following:
                                              1997                      1996
Provision for loan losses               $       (47,603)        $       -    -
Net operating loss carry forward                   -   -              (97,895)
Other                                            (3,891)                -    -
   Total                                $       (51,494)        $     (97,895)


	The Companys provision for income taxes differs from the amounts 
computed by applying the federal income tax statutory rates to income before 
income taxes.  A reconciliation of federal statutory income taxes to the 
Companys actual income tax provision follows:

                                              Years ended December 31,  
                                             1997               1996 
Income taxes at statutory rate          $       329,005 $       100,864
State tax, net of Federal benefits               48,316           9,316
Change in valuation allowance                    14,753         (97,895)
Other                                            13,932          (2,284)
   Total                                $       406,006 $        10,001



The tax effects of the temporary differences that comprise the net 
deferred tax assets at December 31, 1997 and 1996 are presented below:

                                               1997                 1996
Deferred tax assets:							 
Allowance for loan losses		$    99,467		$    32,389
Contributions                                 --                      2,861
        Unrealized gain, securities          (4,085)                  3,170
        Deferred asset, depreciation          7,691                   2,591
           Valuation reserve                (52,594)                (37,841)
  Net deferred tax asset                $    50,479            $      3,170   

	
	There was a net change in the valuation allowance during 1996 and 1997. 
 In assessing the realizability of deferred tax assets, management considers 
whether it is more likely than not that some portion or all of the deferred 
tax assets will not be realized.  The ultimate realization of deferred tax 
assets is dependent upon the generation of future taxable income during  the 
periods in which those temporary differences become deductible.  Management 
considers the scheduled reversal of deferred tax liabilities, projected future 
taxable income and tax planning strategies in making this assessment.  Based 
upon the level of historical taxable income and projection for future taxable 
income over the periods which the temporary differences resulting in the 
deferred tax assets are deductible, management believes it is more likely than 
not that the Company will realize the benefits of those deductible 
differences, net of the existing valuation allowance at December 31, 1997.	

Note 13  Related Party Transactions

	Stock Options.  The Employment agreements with the Banks president and 
executive vice president provide for the grant of stock options for each to 
acquire 15,000 shares of the Companys common stock upon the Banks 
commencement of business at a purchase price equal to $10.00 per share.  Such 
options will become exercisable at the rate of 3,000 shares per year and shall 
remain exercisable for ten years after the date of initial grant, so long as 
each remains employed by the Bank.

	Employment Agreements.  On March 7 ,1995, the Company entered into 
employment agreements with two of its directors who serve as the president and 
executive vice president of the Bank.  Each agreement is for a three-year 
term.  The agreements provide for health and disability insurance, other 
customary benefits and, as discussed above, the granting of stock options.

	The agreement with the president provides for an annual base salary of 
$75,000 increasing to $85,000 per year when the Bank becomes profitable on a 
cumulative basis.  The employment agreement provides that during its term, the 
president will be entitled to an annual bonus of 5% of the Banks pretax 
profits based on a formula determined by the Bank's Board of Directors; 
provided, however, that the bonus may not exceed 30% of his annual salary.  
The agreement with the executive vice president provides for an annual base 
salary of $65,000 increasing to $75,000 per year when the Bank becomes 
profitable on a cumulative basis.  The employment agreement provides that 
during its term, the executive vice president will be entitled to an annual 
bonus of 5% of the Banks pretax profits based on a formula determined by the 
Banks Board of Directors; provided, however, that the bonus shall not exceed 
30% of his annual salary.  For the year ended December 31, 1997, the Company 
incurred expenses for salary and benefits as follows:  (i) for the president: 
 $122,884; and (ii) for the executive vice president:  $110,584.

	Compensation of Directors.  In March 1996, the Board of Directors of the 
Company approved a deferred compensation plan (the "Plan") for the Company's 
and Banks directors which grants to each member restricted shares of the 
Companys common stock as follows:  (a) five shares for each Bank or Company 
committee meeting attended; and (b) ten shares for each Bank or Company Board 
of Directors meeting attended.  Shares of restricted stock granted pursuant to 
the Plan shall not vest until the earlier to occur of: (a) the retirement of a 
director from the Companys Board of Directors; or (b) a change in control of 
the Company.  As of December 31, 1997 there were 3,040 shares of restricted 
stock outstanding.  The 1997 income statement includes a charge for $32,498 
reflecting the above grants.

	Borrowings and Deposits by Directors and Executive Officers.  Certain 
directors, executive officers and companies with which they are affiliated, 
are customers of and have banking transactions with the Bank in the ordinary 
course of business.  As of December 31, 1997 and 1996, loans outstanding to 
directors, their related interests and executive officers aggregated 
$3,066,426 and $2,177,384, respectively.  These loans were made on 
substantially the same terms, including interest rates and collateral, as 
those prevailing at the time for comparable arms-length transactions.

	A summary of loan transactions with directors, including their 
affiliates, and executive officers during 1997 and 1996 follows:

                                      1997                       1996 
Balance, beginning of year           	$2,177,384	             $	635,770
New loans                               2,105,040             1,654,140
Less:   principal reductions           (1,215,998)             (112,526)
Balance, end of year            $       3,066,426       $     2,177,384

	Deposits by directors and their related interests, at December 31, 1997 
and 1996, approximated  $3,638,443 and $4,205,433, respectively.

Note 14  Financial Instruments with Off-Balance Sheet Risk

	In the ordinary course of business, and to meet the financing needs of 
its customers, the Company is a party to various financial instruments with 
off-balance sheet risk.  These financial instruments, which include 
commitments to extend credit and standby letters of credit, involve, to 
varying degrees, elements of credit and interest rate risk in excess of the 
amounts recognized in the balance sheets.  The contract amount of those 
instruments reflects the extent of involvement the Company has in particular 
classes of financial instruments.

	The Companys exposure to credit loss in the event of  nonperformance by 
the other party to the financial instrument for commitments to extend credit 
and standby letters of credit is represented by the contractual amounts of 
those instruments.  The Company uses the same credit policies in making 
commitments and conditional obligations as it does for on-balance sheet 
instruments.

	Commitments to extend credit are agreements to lend to a customer as 
long as there is no violation of any material condition established in the 
contract.  Commitments generally have fixed expiration dates or other 
termination clauses and may require the payment of a fee.  At December 31, 
1997 and 1996, unfunded commitments to extend credit were $7,153,104 and 
$5,430,822, respectively.  The Company evaluates each customers credit 
worthiness on a case-by-case basis.  The amount of collateral obtained, if 
deemed necessary by the Company upon extension of credit, is based on 
managements credit evaluation of the borrower.  Collateral varies, but may 
include accounts receivable, inventory, property, plant and equipment, farm 
products, livestock and income producing commercial properties.

	At December 31, 1997 and 1996, commitments under letters of credit 
aggregated approximately $172,435 and $143,500, respectively.  The credit risk 
involved in issuing letters of credit is essentially the same as that involved 
in extending loan facilities to customers.  Collateral varies but may include 
accounts receivable, inventory, equipment, marketable securities and property. 
 Since most of the letters of credit are expected to expire without being 
drawn upon, they do not necessarily represent future cash requirements.

	The Company makes commercial, agricultural, real estate and consumer 
loans to individuals and businesses located in and around Thomas County, 
Georgia.  The Company does not have a significant concentration of credit risk 
with any individual borrower.  However, a substantial portion of the Companys 
loan portfolio is collateralized by real estate located in and around Thomas 
County, Georgia.


Note 15  Regulatory Matters

	The Company and the Bank are subject to various regulatory capital 
requirements administered by federal banking agencies.  Failure to meet 
minimum capital requirements can initiate certain mandatory and possibly 
additional discretionary actions by regulators that, if undertaken, could have 
a direct material effect on the Companys financial statements.  Under capital 
adequacy guidelines and the regulatory framework for prompt corrective action, 
the Company and the Bank must meet specific capital guidelines that involve 
quantitative measures of the Companys assets, liabilities and certain off-
balance-sheet items as calculated under regulatory accounting practices.  The 
capital amounts and classification are also subject to qualitative judgments 
by the regulators about components, risk weighting and other factors.

	Qualitative measures established by regulation to ensure capital 
adequacy require the Company and the Bank to maintain minimum amounts and 
ratios (set forth in the table below) of total and Tier 1 capital (as defined 
in the regulations) to risk-weighted assets (as defined), and of Tier 1 
capital to average assets (as defined).  Management believes, as of December 
31, 1997, that the Company and the Bank meet all capital adequacy requirements 
to which they are subject.

	As of  December 31, 1997, the most recent notification from the Office 
of the Comptroller of the Currency categorized the Bank as Well Capitalized.  
To be categorized as Adequately Capitalized or Well Capitalized, the Bank must 
maintain minimum total risk based, Tier 1 risk-based and Tier 1 leverage 
ratios as set forth in the table below.  There are no conditions or events 
since that notification that management believes have changed the Companys 
capital category.  The actual capital amounts and rations are also presented 
in the table below:

                             Minimum Regulatory Capital Guidelines for Banks 
                                                   Adequately       Well
(Dollars in thousands)             Actual          Capitalized   Capitalized 
                               Amount   Ratio   Amount   Ratio  Amount   Ratio
As of December 31, 1997:
Total capital-risk-based
(to risk-weighted assets):
   Bank                       $6,647    11.9%   $4,459 *   8%   $5,574 *  10%
   Consolidated                7,073    12.6%    4,474 *   8%     N/A  *  N/A
				
Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                       $6,002    10.8%   $2,229 *   4%   $3,344 *   6%
   Consolidated                6,428    11.5%    2,237 *   4%     N/A     N/A
	        

Tier 1 capital-leverage
(to average assets):
   Bank                       $6,002    11.1%   $2,164 *   4%   $2,705 *   5%
   Consolidated                6,428    11.8%    2,172 *   4%    N/A      N/A

                             Minimum Regulatory Capital Guidelines for Banks 
                                                   Adequately       Well
(Dollars in thousands)             Actual          Capitalized   Capitalized 
                               Amount   Ratio   Amount   Ratio  Amount   Ratio
As of December 31, 1996
Total capital-risk-based
(to risk-weighted assets):
   Bank                       $5,843    16.9%   $2,758 *   8%   $3,447 *  10%
   Consolidated                6,276    18.1%    2,770 *   8%     N/A     N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
 Bank                         $5,412    15.7%   $1,379 *   4%   $2,068 *   6%
 Consolidated                  5,852    16.9%    1,385 *   4%     N/A     N/A

Tier 1 capital-leverage
(to average assets):
 Bank                         $5,412    12.4%   $1,746 *   4%   $2,182 *   5%
 Consolidated                  5,852    13.4%    1,747 *   4%     N/A     N/A

Note 16  Dividends

	The primary source of funds available to the Company to pay shareholder 
dividends and other expenses is from the Bank.  Bank regulatory authorities 
impose restrictions on the amounts of dividends that may be declared by the 
Bank.  Further restrictions could result from a review by regulatory 
authorities of the Banks capital adequacy.  The amount of cash dividends 
available from the Bank for payment in 1998 is $829,010 plus 1998 net earnings 
of the Bank.  At December 31, 1997, $5,180,742 of the Companys investment in 
the Bank is restricted as to dividend payments from the Bank to the Company.  
During 1997 and 1996, the Company did not pay cash dividends to its 
shareholders.

Note 17  Parent Company Financial Information

	This information should be read in conjunction with the other notes to 
the consolidated financial statements.


Parent Company Balance Sheets
					                December 31, 	
Assets:                                                                       
                                                   1997               1996
Cash                                    $      258,094  $       269,568
Investment in Bank                           5,995,856        5,405,942
Property equipment                             181,957          183,838
Other assets                                    53,819           10,125
   Total Assets                          $   6,489,726   $    5,869,473

Liabilities and Shareholders Equity:
Accounts payable                        $       21,333   $       23,216
   Total Liabilities                    $       21,333   $       23,216

Common stock                            $      600,000   $      600,000
Paid-in-capital                              5,418,801        5,372,407
Retained earnings                              441,662         (119,995)
Unrealized gain on securities                    7,930           (6,155)
   Total Shareholders equity             $  6,468,393   $    5,846,257
   Total Liabilities and
     Shareholders' equity               $    6,489,726    $   5,869,473

Parent Company Statements of Income
                                                 Years Ended December 31, 
Revenues:                                                                     
                                                1997              1996 
  Interest income                       $       4,798   $        11,896
  Rental income                                21,648            18,281
     Total revenues                     $      26,446   $        30,177

Expenses:
  Depreciation and amortization         $       4,581   $         4,850
  Other expenses                               36,037            37,310
     Total expenses                     $      40,618    $       42,160

Income before equity in undistributed 
  earnings of Bank                      $     (14,172)    $     (11,983)
Equity in undistributed earnings            
  of Bank                                     575,829           253,181

Net income                              $     561,657     $     241,198

Parent Company Statements of Cash Flows

                                                      Years Ended December 31,
Cash flows from operating activities:                  1997            1996 
  Net income                                         $   561,657   $  241,198
  Adjustments to reconcile net income to net cash 
     provided by operating activities:				
     Equity in undistributed earnings of the Bank       (575,829)    (253,181)
  Depreciation and amortization                            4,581        4,850
 (Increase) in other assets                              (46,394)       4,999
 (Decrease) in payables                                  ( 1,883)      12,943  
                  
Net cash provided by operating activities           $    (57,868)   $  10,809

Cash flows from investing activities:
 Purchase of building                               $     -  -     $ (185,988)
 Purchase of stock                                        -  -       (700,000) 
Net cash provided by financing activities           $     -  -     $ (885,988) 
      

Cash flows from financing activities: 
  Options, restricted stock                         $    46,394    $     -  -
Net cash used by financing activities               $    46,394    $     -  -

Net (decrease) in cash and cash equivalents         $   (11,474    $ (875,179)
Cash and cash equivalents, beginning of the year        269,568     1,144,747
Cash and cash equivalents, end of year              $   258,094    $  269,568
     
Note 18  Subsequent Events

	Subsequent to December 31, 1997, and prior to the date of this report, 
the Company declared a two-for-one stock split to be effected in the form of a 
100% stock dividend.  



	PART III

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

The directors and executive officers of the Company are as follows:


        Name                            Position with Company 

Charles A. Balfour                      Class I Director

Clifford S. Campbell, Jr.               Class I Director

Stephen H. Cheney                       President, Chief Executive 
                                        Officer and Class I Director

Charles E. Hancock, M.D.                Class II Director

Charles H. Hodges, III                  Executive Vice President and
                                        Class II Director

Harold L. Jackson                       Class II Director

Charles W. McKinnon, Jr.                Class III Director

Cochran A. Scott, Jr.                   Class III Director

Richard L. Singletary, Jr.              Class III Director


Each of the above persons has been a director of the Company since 
March 31, 1995.  The Company has a classified Board of Directors whereby one-
third of the members will be elected each year at the Companys Annual Meeting 
of Shareholders.  Upon such election, each director of the Company will serve 
for a term of three years.  The Companys officers are appointed by the Board 
of Directors and hold office at the will of the Board.

Charles A. Balfour, age 34, served as Vice President of Balfour 
Pulpwood Company, Inc., a family-owned business, from 1989 to 1994 and since 
1994, has served as President.  From 1992 to January 1995, he served on the 
Advisory Board of Directors of Trust Company Bank of South Georgia, N.A.  He 
is presently a member of the Balfour Foundation, which supports a wide array 
of community and charitable organizations.

Clifford S. Campbell, Jr., age 69, has been retired since 1989.  From 
1969 to 1989, he was the Chairman, President and Chief Executive Officer of 
C&S Bank of Thomas County and subsequently C&S National Bank - Thomasville.  
For fifteen years prior to 1969, Mr. Campbell held numerous positions with 
both Trust Company Bank of Georgia in Atlanta and the C&S Bank of Albany.  Mr. 
Campbell remains active in numerous civic affairs.  He is currently a member 
of the Board of Directors and past Chairman of Archbold Medical Center.  He 
also serves on the Boards of Thomasville Rotary Club, Thomas County Historical 
Society and the Thomasville/Thomas County Chamber of Commerce, each of which 
he is past President.  Mr. Campbell also served as a member of the Thomasville 
City Board of Education. 

Stephen H. Cheney, age 40, has served as President of the Company 
since its inception in March 1995.  Mr. Cheney joined Trust Company Bank of 
South Georgia, N.A. in February 1985, and from 1987 to January 1995, served as 
President of the Thomasville Division.  From 1981 to 1985, Mr. Cheney spent 
two years with an accounting firm and two years in private business.  In 
addition to his profession, Mr. Cheney is presently a member of the 
Thomasville Payroll Development Authority, the Industrial Development 
Committee and Thomasville Team 2000.  He is also immediate past Chairman of 
the Thomasville/Thomas County Chamber of Commerce and former Vice Chairman of 
the Thomasville Housing Authority.

Charles E. Hancock, M.D., age 38, is a Board Certified Orthopedic 
Surgeon in private practice in Thomasville, Georgia at the Thomasville 
Orthopedic Center where he has practiced since 1991 and he is currently a 
managing partner.  He is a member of The American Academy of Orthopedic 
Surgeons.  Dr. Hancock is also affiliated with the Archbold Medical Center and 
the Medical Association of Georgia.  He currently serves on the Board of the 
Thomasville Rotary Club and the Thomasville Y.M.C.A.  

Charles H. Hodges, III, age 33, has served as Executive Vice President 
of the Company since its inception in January 1995.  Mr. Hodges joined C&S 
National Bank (now NationsBank) in Atlanta, Georgia in March 1986, and was 
promoted to Credit Manager in the Factoring Division where he served until 
July 1987.  From July 1987 to January 1995, he served as Vice President of the 
Thomasville Division of Trust Company Bank of South Georgia, N.A.  In 
addition, Mr. Hodges serves as treasurer and board member of several key 
organizations, including United Way, Downtown Development Authority, 
Thomasville Ducks Unlimited, Thomasville Mainstreet, and Thomasville Music and 
Drama Troupe.  

Harold L. Jackson, age 49, is the President and General Manager of 
Petroleum Products, Inc., a distributor of fuel and oil products to retail, 
industrial and agricultural customers throughout South Georgia.  From 1992 to 
January 1995, Mr. Jackson served as a member of the Advisory Board of 
Directors of Trust Company Bank of South Georgia, N.A.  He is also a member 
and past President of the Thomasville Shriners Club and is a member of the 
Masonic Lodge.

Charles W. McKinnon, Jr., age 63, is the Owner/Broker of First 
Thomasville Realty, Ltd., one of the largest real estate companies in 
Southwest Georgia.  He has been actively involved in selling and developing 
shopping centers, food stores, office buildings and warehouses.  His civic and 
professional leadership roles, past and present, include City Commissioner, 
director of NationsBank, director of Industrial Development for City of 
Thomasville, director of Thomasville/Thomas County Chamber of Commerce, member 
of Georgia Development Council, lifetime membership in Thomasville Area 
Boards Million Dollar Club, Real Estate Leaders of America, International 
Council of Shopping Centers, National Association of Realtors, and Farm and 
Land Institute.

Cochran A. Scott, Jr., age 42, has served as President of Scott 
Hotels, Inc. since 1996 and from 1987 to 1995 was the President of C.A. Scott 
Construction Co., a commercial contracting firm specializing in roofing 
systems. Mr. Scott served on the Advisory Board of Directors of Trust Company 
Bank of South Georgia, N.A. for six years until resigning in January 1995.  He 
is presently a member of the Board of Directors of the Thomasville/Thomas 
County Chamber of Commerce and City of Thomasville Contractor Board.

Richard L. Singletary, Jr., age 38, joined First National Bank of 
Atlanta in 1982 where he advanced to Commercial Loan Officer before leaving to 
work for Sing Oil Company in 1985.  After Sing Oil Company was sold to Amoco 
Oil Company in 1990, he began developing residential and multi-family real 
estate in Tallahassee, Florida.  Today, he is the President of four 
development companies.  Mr. Singletary is also a member of the Thomasville 
City Council, The Brookwood School Board of Directors, and is a former member 
of the Advisory Board of Directors of Trust Company Bank of South Georgia, 
N.A.

There are no family relationships between any director or executive 
officer and any other director or executive officer of the Company.

The Company is not subject to the requirement of Section 16 of the 
Securities Exchange Act of 1934, as amended.

Item 10.  Executive Compensation

The following table provides certain summary information for the 
fiscal years ended December 31, 1997, 1996 and 1995 concerning compensation 
paid or accrued by the Company to or on behalf of the Companys Chief 
Executive Officer.  None of the other executive officers of the Company had 
total annual salary and bonus which exceeded $100,000 during the last fiscal 
year.


                             Summary Compensation Table
                      Annual Compensation               Long Term Compensation
                                                 Restricted  Number of
Name and                                           Stock     Options  All Other
Principal Position   Year   Salary    Bonus        Awards     Awards    Comp(1)

Stephen H. Cheney    1997  $82,500   $25,500    $2,264(2)(3)    --      $2,910
President and        1996   75,000    15,000     1,899(2)(4)    --       1,250
Chief Executive      1995   65,500      --         450(2)      15,000     --
Officer
                              
(1)	Represents matching contributions under the Companys 401(k) plan.
(2)	Represents earned but unissued shares of restricted stock granted at 
various times during fiscal 1997, 1996 and 1995 pursuant to the 
directors deferred compensation plan.  Because there is no organized 
trading market for the Companys Common Stock, the dollar value of the 
restricted stock awarded in 1997 and 1996 was computed by reference to 
the average book value of the Companys Common Stock during the 
respective year and the dollar value of the restricted stock awarded 
in 1995 was computed by reference to the offering price per share of 
the Companys Common Stock in its initial public offering completed in 
1995.  See Compensation of Directors.
(3)	During fiscal 1997, Mr. Cheney earned an aggregate of 210 shares of 
restricted Common Stock pursuant to the directors deferred 
compensation plan, the fair market value of which was $2,264 as of 
December 31, 1997.  Because there is no organized trading market for 
the Companys Common Stock, fair market value was calculated by 
reference to the book value of the Companys Common Stock as of 
December 31, 1997.  See Compensation of Directors.
(4)	During fiscal 1996, Mr. Cheney earned an aggregate of 195 shares of 
restricted Common Stock pursuant to the directors deferred 
compensation plan, the fair market value of which was $1,899 as of 
December 31, 1996.  Because there is no organized trading market for 
the Companys Common Stock, fair market value was calculated by 
reference to the book value of the Companys Common Stock as of 
December 31, 1996.  See Compensation of Directors.

Employment Agreement

On March 7, 1995, the organizers of the Company entered into a three-
year Employment Agreement with Stephen H. Cheney, pursuant to which Mr. Cheney 
will be paid an annual salary of $75,000, which will be increased to $85,000 
per year by the Banks Board of Directors if the Bank becomes profitable on a 
cumulative basis.  The Employment Agreement provides that during its term, Mr. 
Cheney will be entitled to an annual bonus of 5% of the Banks pretax profits 
based on a formula determined by the Banks Board of Directors, such bonus not 
to exceed 30% of his annual salary.  The Employment Agreement provides for the 
grant of stock options to acquire 15,000 shares of the Companys Common Stock 
upon the Banks commencement of business at a purchase price equal to $10.00 
per share.  Such options will become exercisable at the rate of 3,000 shares 
per year so long as Mr. Cheney remains employed by the Bank and shall remain 
exercisable for ten years after the date of initial grant.  

The Employment Agreement also provides that Mr. Cheney shall receive 
the use of an automobile and such other benefits as the Company generally 
makes available to its senior executives. 

Mr. Cheney has agreed to a non-compete and non-solicitation provision, 
pursuant to which he agrees that through the actual date of termination of the 
Employment Agreement and for a period of five years thereafter, he shall not, 
without the prior written consent of the Company, within Thomas County, 
Georgia, be employed in the banking business in any capacity.  Mr. Cheney has 
also agreed that during such period, he will not, without the prior written 
consent of the Bank, employ or attempt to employ any employees of the Bank or 
cause an employee of the Bank to work elsewhere.

The Employment Agreement provides that the Company may terminate 
Mr. Cheney for any reason upon majority vote of the Board of Directors of the 
Company and the Bank. 

On March 7, 1995, the organizers of the Company entered into a three-
year Employment Agreement with Charles H. Hodges, III, containing identical 
provisions to the Employment Agreement entered into with Mr. Cheney, except 
that Mr. Hodges annual salary is $65,000 per year, which will be increased to 
$75,000 if the Bank becomes profitable on a cumulative basis.  All the other 
provisions of Mr. Hodges Employment Agreement are identical to Mr. Cheneys.

No other officers or directors of the Company have received any cash 
compensation for services to the Company.

Compensation of Directors

In March 1996 the Board of Directors of the Company approved a 
deferred compensation plan (the Directors Plan) for the Companys directors 
calling for the issuance of restricted stock grants to directors to compensate 
each director for each Board meeting and Committee meeting attended.  The 
Directors Plan provides that each director is deemed to have earned shares of 
restricted stock in the amount of five shares of the Companys Common Stock 
for each Bank and each Company Committee meeting attended and ten shares for 
each Bank and each Company Board of Directors meeting attended.  The shares of 
restricted stock earned pursuant to the terms of the Directors Plan do not 
vest and will not be granted until the earlier to occur of either the 
retirement of the director from the Companys Board of Directors or a change 
in control of the Company.  One of the Companys directors has elected not to 
participate in the Directors Plan and has elected to receive in lieu of 
restricted stock $100 for each Bank and Company Board of Directors meeting 
attended and $50 for each Bank and Company Committee meeting attended.  During 
fiscal 1997, an aggregate of 1,500 shares of restricted stock were earned 
under the Directors Plan.

Stock Options

No stock options were granted to the Chief Executive Officer during 
the fiscal year ended December 31, 1997.  The following table presents 
information regarding the value of unexercised options held at December 31, 
1997 by Stephen H. Cheney.  No stock options were exercised and there were no 
SARs outstanding during fiscal 1997.



                             Number of 
                         Unexercised Options       Value of Unexercised
                             at FY-End             In-the-Money Options
Name                            (#)                    at FY-End
      
                            Exercisable/               Exercisable (1)/
                            Unexercisable              Unexercisable

Stephen H. Cheney              9,000/6,000              $7,020/$4,680

____________________

(1)	Dollar values calculated by determining the difference between the 
estimated fair market value of the Companys Common Stock at December 31, 
1997 ($10.78) and the exercise price of such options.  Because no organized 
trading market exists for the Common Stock of the Company, the fair market 
value was computed by reference to the book value of the Common Stock as of 
December 31, 1997.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of December 31, 
1997 with respect to ownership of the outstanding Common Stock of the Company 
by (i) all persons known by the Company to beneficially own more than 5% of 
the outstanding shares of Common Stock of the Company, (ii) each director of 
the Company, and (iii) all executive officers and directors of the Company as 
a group.  

Name of                                   Number of     Percent of
Beneficial Owner                           Shares(1)      Total

Charles A. Balfour                         10,000 (2)    1.7%

Clifford S. Campbell, Jr.                   1,150 (3)     *

Stephen H. Cheney                          26,013 (4)    4.3%

Charles E. Hancock, M.D.                   10,000        1.7%

Charles H. Hodges, III                     15,861(5)     2.6%

Harold L. Jackson                          10,000        1.7%

Charles W. McKinnon, Jr.                   10,000 (6)    1.7%

Cochran A. Scott, Jr.                      15,650 (7)    2.3%

Richard L. Singletary, Jr.                 40,200 (8)    6.7%

All Directors and 
Officers as a Total (9 persons)           137,479       22.5%

*  Less than 1% of shares outstanding.
_______________

(1)	Except as otherwise indicated, each person named in this table
possesses sole voting and investment power with respect to the shares
beneficially owned by such person.  Beneficial Ownership includes shares for
which an individual, directly or indirectly, has or shares voting or investment 
power or both and also includes options which are exercisable within sixty 
days of the date hereof.  Beneficial ownership as reported in the above 
table has been determined in accordance with Rule 13d-3 of the Securities 
Exchange Act of 1934.  The percentages are based upon 600,000 shares 
outstanding, except for certain parties who hold presently exercisable 
options to purchase shares.  The percentages for those parties who hold 
presently exercisable options are based upon the sum of 600,000 shares plus 
the number of shares subject to presently exercisable options held by them, 
as indicated in the following notes.
(2)	Includes 2,000 shares held by Mr. Balfour as custodian for his children.
(3)	Represents shares held in Mr. Campbell's individual retirement account.
(4)	Includes 6,000 shares subject to presently exercisable stock options, 
2,952 shares held in Mr. Cheney's individual retirement account, 361 shares 
held in Mr. Cheneys wifes individual retirement account and 15,000 shares 
held in Mr. Cheneys fathers individual retirement account for the benefit 
of Mr. Cheney.
(5)	Includes 6,000 shares subject to presently exercisable stock options, 
5,044 shares held in Mr. Hodges' individual retirement account, 827 shares 
held by Mr. Hodges as custodian for his children and 2,900 shares owned 
jointly with his wife.
(6)	Includes 6,100 shares held in Mr. McKinnon's individual retirement 
account.
(7)	Includes 10,650 shares held by Mr. Scott as custodian for his children 
and 5,000 shares held in Mr. Scotts individual retirement account.
(8)	Includes 2,623 shares held in Mr. Singletarys individual retirement 
account, 3,900 shares held as custodian for his children, 5,000 shares 
owned by Mr. Singletarys wife and 4,743 shares held in Mr. Singletarys 
wifes individual retirement account.  Mr. Singletarys address is 102 
Chukkars Drive, Thomasville, Georgia 31792.


Item 12.  Certain Relationships and Related Transactions

The Bank extends loans from time to time to certain of the Companys 
directors, their associates and members of the immediate families of the 
directors and executive officers of the Company.  These loans are be made in 
the ordinary course of business on substantially the same terms, including 
interest rates, collateral and repayment terms, as those prevailing at the 
time for comparable transactions with persons not affiliated with the Company 
or the Bank, and do not involve more than the normal risk of collectibility or 
present other unfavorable features.

Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits.  The following exhibits are filed with or incorporated 
by reference into this report.  The exhibits which are denominated by an 
asterisk (*) were previously filed as a part of, and are hereby incorporated 
by reference from a Registration Statement on Form SB-2 under the Securities 
Act of 1933 for the Company, Registration Number 33-91536 (referred to as SB-
2).  The exhibit numbers correspond to the exhibit numbers in the referenced 
document. 


Exhibit No.		         Description of Exhibit                

	*3.1	-	Articles of Incorporation of the Company (SB-2)

	*3.2	-	Bylaws of the Company (SB-2)

	*10.1	-	Employment Agreement dated March 7, 1995 between the 
                        Company and Stephen H. Cheney (SB-2)

	*10.2	-	Employment Agreement dated March 7, 1995 between the 
                        Company and Charles H. Hodges, III (SB-2)

	*10.3	-	Purchase Agreement dated February 3, 1995 between 
                        Carlos G. Gay, on the one hand, and Stephen H. Cheney 
                        and Charles H. Hodges, III, on the other, for the 
                        property located 301 North Broad Street, Thomasville, 
                        Georgia (SB-2)

	*10.4	-	Amendment, dated May 11, 1995, to Purchase Agreement 
                        dated February 3, 1995 between Carlos G. Gay, on the 
                        one hand, and Stephen H. Cheney and Charles H. Hodges, 
                        III, on the other, for the property located at 301 
                        North Broad Street, Thomasville, Georgia (SB-2)

	21.1	-	Subsidiaries of the Registrant

	27.1	-	Financial Data Schedule (for SEC use only)


(b)  Reports on Form 8-K.  No reports on Form 8-K were required to be 
filed for the fourth quarter of 1996.
	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.

THOMASVILLE BANCSHARES, INC.

Dated:  March 30, 1998		  By:	/s/ Stephen H. Cheney	
						Stephen H. Cheney
 		President and Chief Executive Officer
						(Principal Executive and
						 Accounting Officer)


Pursuant to the requirements 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:


	Signature

Title

Date


/s/ Stephen H. Cheney	
Stephen H. Cheney               President and Chief             March 30, 1998
                                Executive Officer 
                                (Principal Executive 
                                and Accounting 
                                Officer) and Director



/s/ Charles H. Hodges, III	
Charles H. Hodges, III          Executive Vice                  March 30, 1998
                                President and 
                                Director


/s/ Charles A. Balfour	
Charles A. Balfour              Director                       March 25, 1998


/s/ Clifford S. Campbell, Jr.	
Clifford S. Campbell, Jr.       Director                        March 30, 1998



/s/ Charles E. Hancock, M.D.	
Charles E. Hancock, M.D.        Director                        March 30, 1998


/s/ Harold L. Jackson	
Harold L. Jackson               Director                        March 30, 1998


/s/ Charles W. McKinnon, Jr.	
Charles W. McKinnon, Jr.        Director                        March 30, 1998


/s/ Cochran A. Scott, Jr.	
Cochran A. Scott, Jr.           Director                        March 30, 1998


/s/ Richard L. Singletary, 
Jr.	
Richard L. Singletary, Jr.      Director                        March 30, 1998






SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO 
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES 
PURSUANT TO SECTION 12 OF THE ACT.

No annual report or proxy material has been sent to security holders as 
of the date of filing this report.  An annual report and proxy materials will 
be furnished to security holders subsequent to the filing of this Annual 
Report on Form 10-KSB, and the Registrant will furnish copies of such material 
to the Commission when they are sent to security holders.
	EXHIBIT INDEX

	Exhibit
	   No  	        Description         	Page

21.1	Subsidiaries of Registrant	
27.1	Financial Data Schedule (for SEC use only)	

	Exhibit 21.1

	SUBSIDIARIES OF THE REGISTRANT

Thomasville National Bank, a national bank organized under the laws of 
the United States.

Exhibit 27.1

Financial Data Schedule Submitted Under Item 601(a)(27) of Regulation S-B

This schedule contains summary financial information extracted from 
Thomasville 
Bancshares, Inc. unaudited consolidated financial statements for the period 
ended December 31, 1997 and is qualified in its entirety by reference to such 
financial statements.

Item Number    Item Description                    Amount
  9-03(1)        Cash and due from banks           $ 2,447,683
  9-03(2)        Interest bearing deposits                   0
  9-03(3)        Federal funds sold - purchased
                  securities for sale                1,582,269
  9-03(4)        Trading account assets                      0 
  9-03(6)        Investment and mortgage backed
                  securities held for sale           4,194,219
  9-03(6)        Investment and mortgage backed
                  securities held to maturity -
                  carrying value                             0
  9-03(6)        Investment and mortgage backed
                  securities held to maturity -
                  market value                               0
  9-03(7)        Loans                              54,111,826
  9-03(7)(2)     Allowance for losses                  644,913
  9-03(11)       Total assets                       64,894,489
  9-03(12)       Deposits                           58,002,412
  9-03(13)       Short-term borrowings                       0
  9-03(15)       Other liabilities                     423,684
  9-03(16)       Long-term debt                              0
  9-03(19)       Preferred stock -
                  mandatory redemption                       0
  9-03(20)       Preferred stock -
                  no mandatory redemption                    0
  9-03(21)       Common stocks                         600,000
  9-03(22)       Other stockholders' equity          5,868,393
  9-03(23)       Total liabilities and
                  stockholders' equity              64,894,489
  9-04(1)        Interest and fees on loans          4,175,214
  9-04(2)        Interest and dividends
                  on investments                       394,375
  9-04(4)        Other interest income                       0
  9-04(5)        Total interest income               4,569,589
  9-04(6)        Interest on deposits                2,022,147
  9-04(9)        Total interest expense              2,039,655
  9-04(10)       Net interest income                 2,529,934
  9-04(11)       Provision for loan losses             225,000
  9-04(13)(h)    Investment securities gains/losses          0
  9-04(14)       Other expenses                      1,720,027
  9-04(15)       Income/loss before income tax         967,663
  9-04(17)       Income/loss before
                  extraordinary items                  967,663 
  9-04(18)       Extraordinary items, less tax               0
  9-04(19)       Cumulative change in
                  accounting principles                      0
  9-04(20)       Net income or loss                    561,657
  9-04(21)       Earnings per share - primary              .94
  9-04(21)       Earnings per share - fully diluted        .92
  I.B.5.         Net yield - interest earning
                  assets - actual                         5.01%
  III.C.1(a)     Loans on non-accrual                        0
  III.C.1(b)     Accruing loans past due
                  90 days or more                            0
  III.C.1(c)     Troubled debt restructuring                 0
  III.C.2.       Potential problem loans               680,000
  IV.A.1         Allowance for loan losses - 
                  beginning of period                  447,626
  IV.A.2         Total chargeoffs                       31,005
  IV.A.3         Total recoveries                        3,292
  IV.A.4         Allowance for loan losses - 
                  end of period                        644,913
  IV.B.1         Loan loss allowance allocated to
                  domestic loans                       616,000
  IV.B.2         Loan loss allowance allocated to
                  foreign loans                              0
  IV.B.3         Loan loss allowance - unallocated      28,913