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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                (Amendment No. 1)

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
 
For the fiscal year                                  Commission file number
ended December 31, 1997                                     033-90742

                            Georgia Bancshares, Inc.
                 (Name of small business issuer in its charter)

       Georgia                                               58-2176047
(State of Incorporation)                                 (I.R.S. Employer
                                                         Identification No.)
3333 Lawrenceville Highway
Tucker, Georgia                                                30084
(Address of principal executive offices)                    (Zip Code)

                                                   (770) 491-3333
                                             (Issuer's telephone number)

Securities Registered pursuant to Section 12(b) of the Act:  None
Securities Registered pursuant to Section 12(g) of the Act:  Common stock, 
                                                             par value $4.00

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

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year were $5,822,477.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant at MarcH 1, 1998 was $6,876,960 based on an estimated market price of
$15.00 per share, although there is no established trading market.

The number of shares  outstanding  of issuer's class of common stock at March 1,
1998 was 584,228 shares of common stock.


 
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     The  Registrant  hereby amends the following  items in its Annual Report on
Form  10-KSB for the fiscal  year ended  December  31,  1997 as set forth in the
pages attached hereto:

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

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions


                                    PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL
         PERSONS;  COMPLIANCE  WITH SECTION 16(a) OF THE EXCHANGE ACT

                                 Bank Management

         The following  sets forth the name, age and principal  occupation of 
each director of Georgia  Bancshares, Inc. (the Company"):


Name                       Age              Principal Occupation

                                                             
Eugene L. Argo             65            Eugene L. Argo is  President of Stacy's
                                         Pharmacy,  Inc. He also serves as Vice
                                         President of Medical Therapies, Inc.

Ted A. Murphy              61            Ted A. Murphy is  President  and Chief
                                         Executive  Officer of Community Bank of
                                         Georgia.  Mr. Murphy began his  banking
                                         career with First  National  Bank of 
                                         Atlanta in 1954 and worked in several
                                         operational  areas  of  the  bank.  In
                                         1961,  he  joined  The Citizens and
                                         Southern  National  Bank.  In 1969, Mr.
                                         Murphy helped  establish  a new  State
                                         Bank  Charter  in  Clarkston, Georgia 
                                         (Citizens Bank of Clarkston,  later 
                                         Citizens  DeKalb Bank).  He served 
                                         Citizens  DeKalb  Bank in the  capacity
                                         of President,  CEO and Chairman of the 
                                         Board of  Directors  until 1986 when
                                         the bank was purchased by First  Union.
                                         After this acquisition,  Mr.  Murphy  
                                         served  First  Union in the area of
                                         Branch Supervision.

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H. E. Norton               66            H.E. Norton is President of Norco, Inc.
                                         and its  insurance agency subsidiaries.

Dr. Dean T. Teusaw         57            Dr. Dean T. Teusaw is engaged in
                                         the practice of dentistry.

James L. Armstrong, Jr.    58            James L. Armstrong, Jr. is the owner of
                                         Jim  Armstrong  Insurance Agency.

Thomas M. Carnes           74            Thomas M. Carnes is retired and was
                                         formerly  Chairman of the Board of 
                                         Carnes Bros., Inc., a commercial carpet
                                         company.

Robert C. Pittard          56            Robert C. Pittard is the President of 
                                         Tucker Concrete Company, Inc.

     All of the Company's directors (except Mr. Pittard who was appointed to the
Board in November  1996) have served in such  capacity  since its  inception  in
1995. The directors are elected on staggered terms of three years each.  Messrs.
Argo and Murphy are  incumbent  directors  whose terms  expire in 1998;  Messrs.
Norton  and Teusaw are  incumbent  directors  whose  terms  expire in 1999;  and
Messrs. Armstrong, Carnes and Pittard are incumbent directors whose terms expire
in 2000. There are no arrangements or understandings between the Company and any
person pursuant to which any of the above persons have been or will be elected a
director.  There  are no  family  relations  between  any of  the  directors  or
executive officers of the Company or the Bank.

     Ted A. Murphy has been the  President  and Chief  Executive  Officer of the
Bank since its organization.  Background  information on Mr. Murphy is set forth
above.

     Christian  E. Menzel,  age 49,  joined the Bank in May of 1996 as Executive
Vice  President and Senior Lending  Officer.  From August 1991 until joining the
Bank, he was Savannah City President for First Liberty Bank, Macon, Georgia. Mr.
Menzel served as the Regional Credit Manager for National Bank of South Carolina
from  1988  until  1991.  Prior  to  that,  he  had  senior  commercial  lending
responsibilities with Mid-American Bank in Roeland Park, Kansas.

     David L. Edgar, age 35, joined the Bank in 1995 as Vice President and Chief
Financial  Officer.  Mr. Edgar has been associated with the banking industry for
approximately  twelve years.  The majority of his  experience  has been with the
public   accounting  and   consulting   industry.   Mr. Edgar   served  as  Vice
President-Management  Advisory  Services  for Bricker & Melton,  P.A. in Duluth,
Georgia  from  December  1990 until  August  1994.  From  August  1994 until his
employment by Community  Bank of Georgia,  he served as Vice President and Chief
Financial  Officer  of a local  federally  chartered  credit  union in  Atlanta,
Georgia.
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                       Meetings of the Board of Directors

     The Board of Directors of the Company had 4 meetings during the 1997 fiscal
year.  Each director of the Company  attended at least 75% of the board meetings
and  committee  meetings  of which  such  director  was a  member.  The Board of
Directors of the Bank had 13 meetings during the 1998 fiscal year. Each director
of the Bank  attended at least 75% of the total number of board  meetings of the
Bank.

     The Board of Directors  of the Company has a Stock  Option Plan  Committee.
The Board of Directors of the Bank has an Executive  Committee,  Loan Committee,
Compensation/Personnel Committee, Audit Committee and Investment Committee.

ITEM 10. EXECUTIVE COMPENSATION

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

     The  Company  does  not  separately  compensate  any  of its  directors  or
executive officers.  The following sets forth certain information concerning the
compensation  of the Bank's chief  executive  officer  during fiscal years 1997,
1996 and 1995. No other executive officer received annual compensation in excess
of $100,000.
<TABLE>
<CAPTION>

                                             Summary Compensation Table
                                                                                       Long Term
                                                                                       Compensation
                                           Annual Compensation                            Awards      
                                                                                       Securities
Name and                                                            Other Annual       Underlying    All Other
Principal               Fiscal                                      Compensation       Options       Compensation
Position                Year        Salary ($)      Bonus ($)         ($)(1)               (#)(2)         ($)(3)    
                        
<S>                     <C>          <C>            <C>             <C>                   <C>        <C>    
Ted A. Murphy           1997         $129,938       $37,201(4)      $     *               1,315      $ 6,497
President and Chief     1996         $118,125       $18,281         $     *                 815      $ 5,907
Executive Officer       1995         $109,375       $15,000         $     *                 0        $     0
</TABLE>
                                                                    

 
(1)      Compensation  does not include any  perquisites  and other  personal  
         benefits  which may be derived  from business-related  expenditures  
         that in the  aggregate  do not  exceed the lesser of $50,000 or 10% of
         the total annual salary and bonus reported for such person.

(2)      The Company  granted 815 stock options to Mr.  Murphy  pursuant to the
         Company's Directors Stock Option Plan, all of which became  exercisable
         in 1997.  In addition,  the Company  granted 500 stock options to
         Mr. Murphy pursuant to the Company's Employee Stock Option Plan, all
         became exercisable in 1997.

(3)      Mr. Murphy received a 5% employee compensation bonus from the Bank 
         equal to $6,497 in 1997.

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(4)      Includes  (a) 1996 Bank bonus of $17,719  paid in January  1997 and (b
         1997 Bank bonus of $19,491 paid in December 1997.

     The following table sets forth certain information concerning each grant(1)
of stock  options to purchase  the  Company's  common stock made during the 1996
fiscal year to the executive officer named in the Summary Compensation Table:
<TABLE>
<CAPTION>

                                          Option Grants in Last Fiscal Year

                                                  Individual Grants                          

                                   Number of         % of Total
                                   Securities        Options
                                   Underlying        Granted to          Exercise or Base
                                   Options           Employees in        Price                Expiration
       Name                        Granted (#)       Fiscal Year         ($/Sh)               Date   

<S>                                                      <C>                <C>               <C> <C> 
Ted A. Murphy                     1,315                   69%                (2)..             6/1/2006
</TABLE>
                                  
 



(1)      The Company granted 815 stock options to Mr. Murphy pursuant to the 
         Company's Directors Stock Option Plan, all of which became exercisable
         in 1997.  In addition, the Company granted 500 stock options to
         Mr. Murphy pursuant to the Company's Employee Incentive Stock Option 
         Plan, all of which became exercisable in 1997.

(2)      The exercise price of the 815 shares granted pursuant to the Company's
         Directors Stock Option Plan is $10.43 per share.  The exercise price of
         the 500 shares granted pursuant to the Company's Employee Incentive 
         Stock Option Plan is $12.50 per share.

     The following table sets forth certain  information  regarding the exercise
of stock options in the 1997 fiscal year by the  executive  officer named in the
Summary  Compensation  Table and the  value of  options  held by such  executive
officer at the end of such fiscal year:
<TABLE>
<CAPTION>

                                  Aggregated Option Exercises in Last Fiscal Year
                                          and Fiscal Year-End Option Values


                                                                         Number of            
                                                                         Securities           
                                                                         Underlying           
                                                                         Unexercised          Value of Unexercised
                                                                         Options at           In-the-Money Options
                                                                         FY-End (#)           at FY-End ($)
                                                                                              
                                  Shares Acquired    Value Realized      Exercisable/         Exercisable/
             Name                 on Exercise (#)    ($)                 Unexercisable        Unexercisable(1)
                                                                                                            

<S>                                      <C>                 <C>             <C>   <C>        <C>    <C>
Ted A. Murphy                            0                   0               2,130/0          $3,880/$0
</TABLE>
 
(1)      Market value of shares covered by in-the-money options, less option 
         exercise price.  Options are in the money if the market value of the
         shares covered thereby is greater than the option exercise price.



Employment Agreement

     Ted A.  Murphy is the  President  and Chief  Executive  Officer of the Bank
pursuant to an  Employment  Agreement.  This  agreement  provides  for a term of
employment  terminating on  December 31,  2000,  unless an extension  thereto is
agreed  to by  the  parties.  The  agreement  provides  that  Mr. Murphy  may be

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terminated  upon his death,  disability or for "cause."  Mr. Murphy  may also be
terminated  without  cause.  If terminated  without cause,  Mr. Murphy  would be
entitled to receive  severance  compensation  in the amount of his gross monthly
compensation  at the time of said  termination  for a period  of 24  consecutive
months or the  remainder  of the term of the  Agreement  whichever  is  greater.
Medical and disability benefits for Mr. Murphy and his family would be continued
during  the  24-month  period  or the  remainder  of the  term of the  Agreement
whichever  is  greater at no expense to Mr.  Murphy.  Mr.  Murphy  would also be
entitled to receive severance compensation if a change of control of the Company
occurs and his  duties are  changed  in  connection  therewith  so that he is no
longer  functioning  as the Bank's  Chief  Executive  Officer or he is no longer
given the title of President and Chief Executive Officer.

     Under the  Employment  Agreement,  Mr. Murphy  will  receive an annual base
salary  through  December 31,  1998 in the amount of  $138,400.  His annual base
salary will be  increased  by 5% for the year 1999 to $145,320 and by 5% for the
year  2000  to  $152,586.  In  addition  to  Mr. Murphy's  annual  base  salary,
Mr. Murphy  will receive a performance  bonus if certain  targeted goals for the
Bank's  performance  are met,  in an amount  equal to 10% to 20% of annual  base
salary.  The Employment  Agreement also provides for group health  insurance for
Mr. Murphy  and his  immediate  family,  an allowance for country club or dining
memberships in an amount not to exceed $7,500 annually,  a monthly car allowance
(or in lieu thereof, use of a Bank-owned automobile), expenses for attendance at
two trade association conventions and four weeks paid vacation.

Director Compensation

     The Company does not  compensate any of its directors for their services as
directors.  The directors of the Bank receive $400.00 for each board meeting and
$75.00 for each committee meeting.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT

                             PRINCIPAL SHAREHOLDERS

     The following table sets forth certain information  regarding the shares of
common  stock of the Company  owned as of the record date (i) by each person who
beneficially  owns more than 5% of the  shares of common  stock of the  Company,
(ii) by each of the Company's directors and (iii) by all directors and executive
officers of the Company as a group. 
                                                  Beneficial  Ownership(2) 
                                                Number            Percentage
         Name(1)                              of Shares            Ownership

         Eugene L. Argo(3)                      54,340                9.1%
         James L. Armstrong, Jr.                26,546                4.4
         Thomas M. Carnes(4)                     9,551                1.6
         Ted A. Murphy(5)                       14,917                2.5
         H. E. Norton(6)                        21,630                3.6
         Dr. Dean T. Teusaw(7)                   7,910                1.3
         Robert C. Pittard(8)                      500                  *

         All directors and executive
         officers as a group (9 persons)       135,394               22.7%



                       

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*        Percent share ownership is less than 1% of total shares outstanding.

(1)      Except as otherwise indicated, the persons named in the above table 
         have sole voting and investment power with respect to all shares shown
         as beneficially owned by them.  The information as to beneficial 
         ownership has been furnished by the respective persons listed in the
         above table.

(2)      Based on 584,228 shares outstanding as of the record date plus 12,495
         shares not outstanding but which are subject to options granting the 
         holders thereof the right to acquire the shares within 60 days through 
         the exercise of options.

(3)      Includes 21,661 shares which are held of record by Mr. Argo's spouse 
         and as to which he disclaims beneficial ownership and 1,630 shares
         representing unexercised options.

(4)      Includes 1,540 shares which are held of record by Mr. Carnes'spouse and
         1,630 shares representing unexercised options.

(5)      Includes 4,787 shares which are held of record by Mr. Murphy's spouse
         and as to which he disclaims beneficial ownership and 2,130 shares 
         representing unexercised options.

(6)      Includes 10,000 shares which are held of record by Mr. Norton's spouse
         and 1,630 shares representing unexercised options.

(7)      Includes (a) 100 shares which are held of record by Dr. Teusaw's spouse
         and as to which he disclaims beneficial ownership, (b) 200 shares held 
         for Dr. Teusaw's minor children and as to which he disclaims beneficial
         ownership and (c) 1,630 shares representing unexercised options.

(8)      Includes 250 shares which are held of record by Mr. Pittard's spouse.

                        Compliance with Section 16(A) of
                       The Securities Exchange Act of 1934

     Section  16(a)  of the  Securities  Exchange  Act  requires  the  Company's
officers and directors, and persons who own 10% or more of a registered class of
the  Company's  equity  securities,  to file with the  Securities  and  Exchange
Commission  initial  reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
10% or more  stockholders  are required by  Securities  and Exchange  Commission
regulations  to furnish the Company with copies of all Section  16(a) forms they
file.

     To the  Company's  knowledge,  based solely on review of the copies of such
reports  furnished  to  the  Company or  written representations  that  no other
reports  were required,  during the  fiscal  year  ended  December 31, 1997, the
Company believes that all reports applicable to its officers, directors, and 10%
or more stockholders were complied within timely fashion.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain executive officers and directors of the  Company and the  Bank, and
principal shareholders of  the Company and affiliates of such persons have, from
time to time, engaged in banking transactions with the Bank and are expected  to
continue such  relationships in  the future.  All  loans or  other extensions of
credit made by the Bank to  such individuals were made in the ordinary course of
business  on  substantially  the  same  terms,  including  interest   rates  and
collateral, as those  prevailing at  the time  for  comparable transactions with
unaffiliated  parties and  were  believed by management to not involve more than
the  normal risk of collectibility or to present other unfavorable features.  As
of  December  31, 1997,  indebtedness  to the  Bank of  executive  officers  and
directors of the Company and the Bank, and principal shareholders of the Company
, including affiliates of such persons, amounted to $622,666 in the aggregate.





<PAGE>8

                                   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 on April
29, 1998.

GEORGIA BANCSHARES, INC.

By: /s/ Ted A. Murphy                     
    Ted A. Murphy
    President

    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 indicated on April 29, 1998.


    Signature                                               Title

/s/ Ted A. Murphy                               President (Principal Executive
Ted A. Murphy                                   Officer) and Director


/s/ Eugene L. Argo                              Director
Eugene L. Argo


/s/ James L. Armstrong, Jr.                     Director
James L. Armstrong, Jr.


/s/ Thomas M. Carnes                            Director
Thomas M. Carnes


/s/ Robert C.Pittard                            Director
Robert C. Pittard


/s/ Dr. Dean T. Teusaw                          Director
Dr. Dean T. Teusaw


/s/ David L. Edgar                              Principal Financial Officer
David L. Edgar                                  and Principal Accounting Officer