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, 1998
                ________________________________________________

                         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 Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-KSB or 
any amendment to this Form 10-KSB.  [X]

Revenue for the fiscal year ended December 31, 1998:   $6,873,149

The aggregate market value of the Common Stock of the Registrant held by 
nonaffiliates of the Registrant (1,081,232 shares) on March 23, 1999, was 
$21,624,640.  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 fair market value of the Common Stock of the 
Registrant based on recent sales of the Common Stock.  For the purposes of 
this response, directors, officers and holders of 5% or more of the 
Registrant's Common Stock are considered the affiliates of the Registrant 
at that date.

The number of shares outstanding of the Registrant's Common Stock, as of 
March 23, 1999: 1,380,000 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. 
In August 1998, the Company completed a public offering of its Common 
Stock in which the Company sold 180,000 shares of Common Stock at a price 
of $15.00 per share.

	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. 
In October 1998, the Company opened a branch of the Bank at 1320 
Remington Avenue in Thomasville, Georgia.  The branch facility contains 
2,400 square feet of space.  The branch contains a lobby, four inside 
teller stations, three drive-up windows and a drive-up ATM.

	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 populations of Thomasville and Thomas County are approximately 
22,500 and 42,500, respectively.  The median household income in Thomas 
County in 1997 was $22,500 and the unemployment rate was 4% as of December 
1997.  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 three commercial banks with a total of 
ten branches in Thomasville and four 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, 1998 and 1997.  This 
presentation includes all major categories of interest earning assets and 
interest bearing liabilities:

                         AVERAGE CONSOLIDATED ASSETS

                                        Year Ended          Year Ended
                                     December 31, 1998   December 31, 1997
                                     -----------------   -----------------
Cash and due from banks                 $ 2,548,585         $ 2,021,394
Tax-exempt securities                       500,000              20,833
Taxable securities                        4,012,503           3,453,476
Federal funds sold                        2,654,366           3,410,003
Net loans                                63,128,467          43,598,375
                                         ----------          ----------
Total earning assets                    $70,295,336         $50,482,687
Other assets                              3,556,620           3,033,250
                                         ----------          ----------
Total assets                            $76,400,541         $55,537,331
                                         ==========          ==========

         AVERAGE CONSOLIDATED LIABILITIES AND STOCKHOLDERS' EQUITY

                                        Year Ended          Year Ended
                                     December 31, 1998   December 31, 1997
                                     -----------------   -----------------
Non-interest bearing deposits           $ 9,595,481        $  7,706,697
NOW and money market deposits            22,533,367          17,021,767
Savings deposits                          1,526,434             997,174
Time deposits                            34,177,792          22,894,694
Other borrowings                            313,277             391,695
Other liabilities                           428,640             369,874
                                         ----------          ----------
Total liabilities                       $68,574,991         $49,381,901
Stockholders' equity                      7,825,550           6,155,430
                                         ----------          ----------
Total liabilities and
 stockholders' equity                   $76,400,541         $55,537,331
                                         ==========          ==========

	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, 1998
                                    ----------------------------------------
                                       Average        Interest       Average
              Assets                   Amount          Earned         Yield
              ------                -----------      ----------      ---------
Tax-exempt securities               $   500,000      $   16,400       4.97%(3)
Taxable securities                    4,012,503         229,106       5.71%
Federal funds sold                    2,654,366         136,981       5.16%
Net loans                            63,128,467(1)    6,003,022(2)    9.51%
                                     ----------       ---------
Total earning assets                $70,295,336      $6,385,509       9.08%
                                     ==========       =========

                                       Average        Interest       Average
           Liabilities                 Amount         Expense         Cost
           -----------              -----------      ----------      -------
NOW and money market deposits       $22,533,367      $  879,373       3.90%
Savings deposits                      1,526,434          52,100       3.41%
Time deposits                        34,177,792       2,019,206       5.91%
Other borrowings                        313,277          16,115       5.14%
                                     ----------      ----------
Total interest bearing 
 Liabilities                        $58,550,870     $ 2,966,794       5.07%
                                     ==========      ==========
Net yield on earning assets                                           4.86%
                                                                      ====
(1)   During 1998, all loans were accruing interest
(2)   Interest earned on net loans includes $190,850 in loan fees and loan 
      service fees.
(3)   The average yield on tax-exempt securities is tax equivalent.


                                           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(1)   4,175,214(2)    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.


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, 1998
                                                compared with
                                         Year Ended December 31, 1997
                                     ------------------------------------
                                     Increase (decrease) due to:
                                          Volume       Rate         Total
                                          ------       ----         -----
Interest earned on:

  Tax-exempt securities              $    15,370    $      11     $  15,381
  Taxable securities                      31,892       (3,057)       28,835
  Federal funds sold                     (40,136)     (15,968)      (56,104)
  Net loans                            1,858,117      (30,309)    1,827,808
                                       ---------     --------     ---------
Total interest income                  1,865,243      (49,323)    1,815,920
                                       ---------     --------     ---------
Interest paid on: 

  NOW deposits and money market         215,094       13,911       229,005
  Savings deposits                        18,044         (684)       17,360
  Time deposits                          665,970       16,197       682,167
  Other borrowings                        (5,542)       4,149        (1,393)
                                       ---------     --------     ---------
Total interest expense                   893,566       33,573       927,139
                                       ---------     --------     ---------
Change in net
  interest income                     $  971,677    $ (82,896)   $  888,781
                                       =========     ========     =========


                                         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
                                        =========     ========     =========

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, 1998       December 31, 1997
                                -------------------     --------------------
                                Average    Average      Average     Average
Deposit Category                Amount    Rate Paid     Amount     Rate Paid
----------------                -------   ---------     -------    ---------
Non-interest bearing 
  demand deposits           $  9,595,481     N.A.    $ 7,706,697     N.A.

NOW and money
  market deposits           $ 22,533,367    3.90%    $17,021,767     3.82%

Savings deposits            $  1,526,434    3.41%    $   997,174     3.48%

Time deposits               $ 34,177,792    5.91%    $22,894,694     5.84%

        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, 1998:

                                                    Time
                                                Certificates
                                                 of Deposit 
                                                ------------
                   3 months or less             $  3,967,369
                   3-6 months                      4,775,510
                   6-12 months                     5,165,705
                   over 12 months                  1,789,441
                                                 -----------
                   Total                        $ 15,698,025
                                                 ===========


LOAN PORTFOLIO

	The Bank engages in a full complement of lending activities, 
including commercial/industrial, consumer and real estate loans.  As of 
December 31, 1998, the Bank had a legal lending limit for unsecured loans 
of up to $1,413,000 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, 1998    December 31, 1997
------------                        -----------------    -----------------
Commercial, Financial
 and Agricultural                     $17,866,367          $16,487,930
Real Estate - Construction              3,622,240            1,777,493
Real Estate - Mortgage                 41,785,089           29,825,224
Installment and Other Loans to 
 Individuals                            6,464,344            5,661,179
                                       ----------           ----------
Subtotal                              $69,738,040          $54,111,826
Less:  Allowance for possible
 loan losses                             (868,477)            (644,913)
                                       ----------           ----------
       Total (net of allowances)      $68,869,563          $53,466,913
                                       ==========           ==========

        The following is a presentation of an analysis of maturities of 
loans as of December 31, 1998:

                              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            $  11,027       $  6,525        $  314     $17,866
Real Estate - Construction       3,622            --            --        3,622
                              --------        -------         -----      ------
Total                        $  14,649       $  6,525        $  314     $21,488
                              ========        =======         =====      ======

        For the above loans, the following is a presentation of an analysis 
of sensitivities to changes in interest rates as of December 31, 1998:

                              Due in 1    Due After 1 to   Due After
Interest Category           Year or Less      5 Years       5 Years      Total
------------                ------------  --------------   ---------     -----
                                                  (In thousands)
Predetermined interest rate  $   3,612       $  4,183        $  102     $ 7,897
Floating interest rate          11,037          2,342           212      13,591
                              --------        -------         -----      ------
Total                        $  14,649       $  6,525        $  314     $21,488
                              ========        =======         =====      ======

        As of December 31, 1998 and 1997, all loans were accruing interest 
and no loans were defined as "troubled debt restructurings."  As of 
December 31, 1998, one loan amounting to approximately $7,000 was 
contractually past due over 90 days as to principal and interest payments. 
This loan is still accruing interest as it is well secured and in the 
process of collection.

        As of December 31, 1998, except for three loans in the amount of 
$104,826 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, 1998, 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
                                     December 31, 1998       December 31, 1997
                                     -----------------       -----------------
Balance at beginning of period            $ 644,913               $ 447,626
Charge-offs:
    Installments and other
     loans to individuals                   (32,817)                (31,005)
Recoveries                                    5,381                   3,292
                                           --------                --------
Net charge-offs                             (27,436)                (27,713)
                                           --------                --------
Additions charged to operations             251,000                 225,000
                                           --------                --------
Balance at end of period                  $ 868,477               $ 644,913
                                           ========                ========
Ratio of net charge-offs during the
   period to average loans outstanding
   during the period                          .04%                    .06%
                                              ===                     ===

	At December 31, 1998 the allowance was allocated as follows:

                                                             Percent of loans
                                                             in each category
                                              Amount          to total loans 
                                            ----------       ----------------
Commercial, Financial and Agricultural      $  278,000            25.6%
Real Estate - Construction                      66,000             5.2%
Real Estate - Mortgage                         401,000            59.9%
Installment and Other Loans to Individuals     105,000             9.3%
Unallocated                                     18,477             N/A 
                                             ---------           -----
Total                                       $  868,477           100.0%
                                             =========           =====

	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%
                                             =========           =====


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, 
1998, 25.6% 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, 92% of these commercial loans at December 31, 1998 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, 1998 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 59.9% of outstanding loans 
at December 31, 1998.  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, 1998, investment securities comprised 
approximately 6.9% of the Bank's assets and net loans comprised 
approximately 78.6% 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, 1998 
and 1997 were categorized as available-for-sale. 

                 Investment Category                  December 31,
                 -------------------           ---------------------------
                                                   1998          1997
                                                   ----          ----
Available-for-Sale:
------------------
Obligations of U.S. Treasury
 and other U.S. Agencies                       $ 5,050,066     $ 3,529,219
Tax-exempt securities                              500,000         500,000
Federal Reserve Bank and Federal
 Home Loan Bank Stock                              483,900         165,000
                                                ----------      ----------
     Total                                     $ 6,033,966     $ 4,194,219
                                                ==========      ==========

	The following table indicates for the year ended December 31, 1998 
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:

                                                                   Weighted
                                                                   Average
             Investment Category                    Amount          Yield
             -------------------                 -----------       --------
Available for Sale:
------------------
Tax-exempt securities(1)
        Over 10 years                            $   500,000        4.97%
Obligations of U.S. Treasury and other 
  U.S. Agencies:
        0 - 1 year                                 3,195,284        5.01%
        Over 1 through 5 years                     1,854,782        5.90%
Federal Reserve Bank and Federal Home 
 Loan Bank Stock, no maturity                        483,900        6.70%
                                                  ----------
Total                                            $ 6,033,966        5.41%
                                                  ==========
____________________

(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,
                                              ------------------
                                               1998        1997
                                               ----        ----
Return on Average Assets                       1.18%       1.01%
Return on Average Equity                      11.50%       9.10%
Average Equity to Average Assets Ratio        10.20%      11.10%
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, 1998 the Bank had outstanding participations totaling 
$3,649,321.


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.


YEAR 2000

	The Bank's executive management allocated resources in February 1998 
for the purpose of forming a Year 2000 committee.  The committee was 
charged with developing and carrying out a comprehensive project plan to 
address Year 2000 issues.  The committee reports progress to the Board of 
Directors on a monthly basis.  The project plan incorporates guidelines 
set forth by the OCC, FRB and FFIEC.  The awareness and assessment phases 
are complete.  During the assessment phase, a comprehensive inventory of 
all hardware, software, systems, service providers, vendors, 
correspondents and embedded chips systems utilized by the Bank was 
performed, with mission-critical areas given the highest priority.  Due 
diligence is being performed and will continue to be an on-going process 
with each area to ensure vendor readiness.  Renovation of vendor products 
is substantially complete.  The core bank processing vendor has provided 
the Company with Year 2000 software warranty.  In addition, the above 
vendor provided the Company with a copy of a certificate which it obtained 
from the Information Technology Association of America ("ITAA") stating 
that it is in compliance with ITAA guidelines and procedures relating to 
Year 2000 issues. Contingency plans, such as the selection of other 
vendors, have been formulated in the event that a vendor is not able to 
provide a Year 2000 compliant product within the Bank's established 
timeframes. The Company will participate in user group testing with the 
core bank processing vendor.  The Company will test the remaining mission-
critical products where feasible.  The Bank has implemented a process to 
assess and respond to large customer risk.

	The Bank has budgeted $25,000 for expenses associated with Year 2000 
compliance. Less than $2,500 of the budgeted amount has been incurred to 
date.  However, there can be no assurances that unforseen difficulties or 
costs will not arise.  In addition, there can be no assurance that systems 
of other companies on which the Company's systems rely, such as the Bank's 
data processing vendor, 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 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 seven persons on a part-time basis and 29 
persons on a full-time basis, including seven 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.


REGISTRAR AND TRANSFER AGENT

	SunTrust Bank, Atlanta serves as the Transfer Agent and Registrar 
for the Common Stock.


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 adopted an interstate 
banking statute that, as of June, 1997, removed 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 
adopted legislation which reduces the limitations imposed on banks 
situated in the State of Georgia to establish branch offices.  As of 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 CAMELS 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 bank's 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 Comptroller's 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 bank's 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 have 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 bank's 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 bank's 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 bank's 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 bank's 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's 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 Bank's 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 Bank's bookkeeping operations. 

	In October 1998, the Company opened its branch facility which is 
located at 1320 Remington Avenue in Thomasville, Georgia.  The branch 
facility contains approximately 2,400 square foot of space.  The branch 
contains a lobby, four inside teller stations, three drive-up windows and 
a drive-up ATM.


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, 1998 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 9, 1999, the number of holders of record of the 
Company's Common Stock was 786.

        C.    Dividends

        To date, the Company has not paid any cash 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 Bank's 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 OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

	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, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

	For the year ended December 31, 1998, assets and earnings improved. 
Total assets increased by 35.0% from $64,894,489 in 1997 to $87,609,812 in 
1998.  Net loans increased from $53,466,913 in 1997, to $68,869,563 in 
1998 due to strong loan demand coupled with a focused marketing effort. 
Net charge-offs for 1998 were $27,436 compared to $27,713 in 1997, a 
decrease of $277 despite a 28.8% increase in loans.  At December 31, 1998, 
the Bank's loan loss reserve ratio was 1.25% of total loans, slightly 
above the 1.19% attained at December 31, 1997.

	Deposits increased for the same period by $19,132,467 or 33.0%, 
from $58,002,412 in 1997 to $77,134,879 in 1998.  The majority of the 
increase was attributable to marketing efforts.  The Bank's investment 
portfolio increased $1,839,747, or 43.9%, from $4,194,219 in 1997 to 
$6,033,966 in 1998.  

	The Bank's loan to deposit ratio was 89.3% for 1998, compared to 
92.2% in 1997.  Despite the slight decrease in the above ratio, earnings 
increased significantly in 1998 because of higher levels of average 
earning assets, from $50.5 million in 1997 to $70.3 million 1998.  Non-
interest expense increased by $351,166 from $1,720,027 for 1997 to 
$2,071,193 for 1998.  This increase was the result of an increase in 
personnel expenses and other overhead expenses.  Non-interest income 
increased by $104,884 from $382,756 for 1997 to $487,640 for 1998.  This 
increase was due to higher levels and transactions relating to deposit 
accounts.  As a consequence to the increase in net interest margin and 
non-interest income and despite the increase in overhead expense, net 
interest income increased by $340,905, or 60.7%, from $561,657 in 1997 to 
$902,562 in 1998.


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 Bank's 
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 Bank's 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.


NET INTEREST INCOME

	The Company's 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 Company's 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, 1998          December 31, 1997
                          ------------------------   ------------------------
                                   Interest                   Interest
                          Average   Income  Yield/   Average   Income  Yield/
                          Balance  /Expense  Cost    Balance  /Expense  Cost
                          -------  -------- ------   -------  -------- -----
                                         (Dollars in thousands)

Federal funds sold        $ 2,654   $  137   5.16%   $ 3,410   $  193   5.66%
Securities                  4,513      246   5.65%     3,474      201   5.79%
Loans, net                 63,128    6,003   9.51%    43,598    4,175   9.58%
                           ------    -----            ------    -----
  Total earning assets    $70,295   $6,386   9.08%   $50,482   $4,569   9.05%
                           ======    =====            ======    =====
Interest bearing
  deposits                $58,238   $2,951   5.07%   $40,913   $2,022   4.94%
Other borrowings              313       16   5.11%       392       18   4.47%
                           ------    -----            ------    -----
   Total interest-
    bearing liabilities   $58,551   $2,967   5.07%   $41,305   $2,040   4.94%
                           ======    =====            ======    =====
Net yield on earning assets                  4.86%                      5.01%
                                             ====                       ====

	Net yield on earning assets for the years ended December 31, 1998 
and 1997 were 4.86% and 5.01%, respectively.  The decline in the net yield 
during 1998 is primarily attributed to a higher cost of funds, mainly in 
transactional accounts such as NOW, money market accounts and time 
deposits.  In order to keep pace with loan demand, management bid up the 
rates on deposits to generate higher deposit levels.  Despite the lower 
net yield on earning assets, net interest income has increased from 
$2,529,934 in 1997 to $3,418,715 for 1998 due to a $19.8 million increase 
in average earning assets in 1998.


NON-INTEREST INCOME

	Non-interest income for the years ended December 31, 1998 and 1997 
amounted to $487,640 and $382,756, respectively.  As a percentage of 
average assets, non-interest income decreased from .69% in 1997 to .63% in 
1998.  The decrease in non-interest income during 1998 is attributable to 
management's decision to increase service charges in order to attract 
deposit accounts needed to fund loans.

	The following table summarizes the major components of non-interest 
income for the year ended December 31, 1998 and 1997.

                                                1998               1997
                                                ----               ----
Service fees on deposit accounts              $ 383,023          $ 269,808
Miscellaneous, other                            104,617            112,948
                                               --------           --------
   Total non-interest income                  $ 487,640          $ 382,756
                                               ========           ========


NON-INTEREST EXPENSE

	Non-interest expense increased from $1,720,027 in 1997 to 
$2,071,193 in 1998.  As a percentage of total average assets, non-interest 
expenses decreased from 3.10% in 1997 to 2.71% in 1998. Management 
attributes this significant decrease in the ratio of non-interest expense 
to average assets to numerous programs and procedures undertaken during 
1998 to attain higher operational efficiencies.

                                                 Non-Interest Expense
                                                 --------------------
                                            December 31,       December 31,
                                               1998               1997
                                             ----------         ---------
Salaries and benefits                        $1,076,160         $ 878,641
Data Processing, ATM                            109,430            60,809
Advertising and public relations                163,932           210,625
Depreciation, amortization                      173,672           145,314
Other operating expenses                        547,999           424,638
                                              ---------         ---------
     Total non-interest expense              $2,071,193        $1,720,027
                                              =========         =========

	During 1998, the allowance for loan losses increased from $644,913 
to $868,477.  During 1998, the allowance for loan losses as a percent of 
gross loans decreased from 1.19% to 1.25%.  Net charge-offs during 1998 
amounted to $27,436, or .04% of average loans.  Net charge-offs in 1997 
amounted to $27,713, or .06% of average loans.  Net charge-offs for 1998 
and 1997 are significantly lower than peer averages.  As of December 31, 
1998, 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 Company's 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 Company's 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 1998 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
                                 three    After six
                                 months     months  After one
                        Within    but        but     year but   After
                        three    within     within   within     five
                        months  one year  one year  five years  years  Total
                        -------  -------  --------   -------  -------  -------
EARNING ASSETS                        (Dollars in Thousands)
Loans                   $29,901  $ 4,776  $  7,442   $26,887  $   732  $69,738
Available for sale
  securities              1,486    1,205       504     1,855      984    6,034
Federal funds sold        5,625      --        --        --       --     5,265
                         ------   ------   -------    ------   ------   ------
Total earning assets    $36,652  $ 5,981  $  7,946   $28,742  $ 1,716  $81,037
                         ======   ======   =======    ======   ======   ======

SUPPORTING SOURCES OF FUNDS
Interest-bearing demand
 deposit and savings    $27,638 $   --    $   --     $  --    $   --   $27,638
Certificates, 
  less than $100M         5,253    3,982     5,140     8,225      729   23,329
Certificates,
  $100M and over          3,967    4,776     5,166     1,789      --    15,698
                         ------   ------   -------    ------   ------   ------
Total interest-
 bearing liabilities    $36,858 $  8,758  $ 10,306   $10,014  $   729  $66,665
                         ======   ======   =======    ======   ======   ======
Interest rate
 sensitivity gap         $ (206) $(2,777) $ (2,360)  $18,728  $   987  $14,372
Cumulative gap           $ (206) $(2,983) $ (5,343)  $13,385  $14,372  $14,372
Interest rate
 sensitivity gap ratio     0.99     0.68      0.77      2.87     2.35     1.22
Cumulative interest rate
 sensitivity gap ratio     0.99     0.93      0.90      1.20     1.22     1.22

	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 Bank's Asset/Liability Committee 
meets on a quarterly basis and develops management's 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 Company's primary source of 
liquidity comes from its ability to maintain and increase deposits through 
the Bank.  Deposits grew by $19.1 million during 1998 and by $20.3 million 
in 1997.  

	Below are the pertinent liquidity balances and ratios for the years 
ended December 31, 1998 and 1997.

                                          December 31,      December 31,
                                             1998              1997 
                                           ----------        ----------
Cash and cash equivalents                  $8,410,920        $4,029,952
Securities                                  6,033,966         4,192,219
CDs, over $100,000 to total deposits ratio     20.4%             21.6% 
Loan to deposit ratio                          89.3%             92.2% 
Brokered deposits                               --                --

	At December 31, 1998, large denomination certificates accounted 
for 20.4% 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 Bank's 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, 1998, cash and cash equivalents amounted to $8.4 million, 
representing 9.6% of total assets.  Securities available for sale provide 
a secondary source of liquidity.  Approximately $3.2 million of the $6.0 
million in the Bank's securities portfolio is scheduled to mature in 1999.

	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, 1998, 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 Company's 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 bank's 
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 CAMELS 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.

	In 1996, a new rule was 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 bank's 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 bank's 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 Bank's and Company's regulatory 
capital ratios at December 31, 1998:

                                                       Minimum
                                        December 31,  regulatory
Bank                                       1998       requirement
----                                    ------------  -----------
      Tier 1 Capital                       14.7%         4.0%
      Tier 2 Capital                        1.2%          --   
                                           ----          ---
      Total risk-based capital ratio       15.9%         8.0%
                                           ====          ===
      Leverage ratio                       12.3%         3.0%
                                           ====          ===

Company - Consolidated
----------------------
      Tier 1 Capital                       15.7%         4.0%
      Tier 2 Capital                        1.3%          --
                                           ----          ---
      Total risk-based capital ratio       17.0%         8.0%
                                           ====          ===
      Leverage ratio                       13.1%         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.


ITEM 7.  FINANCIAL STATEMENTS

	The following financial statements are filed with this report:

	Independent Auditors' Report

	Consolidated Balance Sheet as of December 31, 1998 and 1997

	Consolidated Statement of Income for the Years Ended December 31, 1998, 
	1997 and 1996

	Consolidated Statement of Changes in Shareholders' Equity for the Years 
	Ended December 31, 1998, 1997 and 1996

	Consolidated Statement of Cash Flows for the Years Ended December 31, 
	1998, 1997 and 1996 

	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,
1998 and 1997, and the related consolidated statements of income, changes in 
shareholders' equity and cash flows for the two years in the period ended 
December 31, 1998.  These consolidated financial statements are the 
responsibility of the Company's 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, 1998 and 1997,
and the consolidated results of their operations and their cash flows for each 
of the years in the two-year period ended December 31, 1998, in conformity with 
generally accepted accounting principles.


Atlanta, Georgia
March 2, 1999


                         THOMASVILLE BANCSHARES, INC.
                            THOMASVILLE, GEORGIA
                         Consolidated Balance Sheets

                    ASSETS                            As of December 31,
                                                     1998           1997
                                                     ----           ----
Cash and due from banks                          $ 3,145,678    $ 2,447,683
Federal funds sold, net  (Note 3)                  5,265,242      1,582,269
                                                  ----------     ----------
  Total cash and cash equivalents                $ 8,410,920    $ 4,029,952
Securities:  (Notes 2 & 4)
 Available-for-sale at fair value                  6,033,966      4,194,219
Loans, net  [includes loans of $3,413,779
 (1998) and $3,066,426 (1997) to insiders]
 (Notes 2, 5, 6 & 13)                             68,869,563     53,466,913
Property and equipment, net  (Notes 2 & 7)         3,455,659      2,484,979
Other assets                                         839,704        718,426
                                                  ----------     ----------
  Total Assets                                   $87,609,812    $64,894,489
                                                  ==========     ==========

      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
 Deposits
  Non-interest bearing deposits                  $10,470,065    $ 9,334,294
  Interest bearing deposits                       66,664,814     48,668,118
                                                  ----------     ----------
       Total deposits  (Note 9)                  $77,134,879    $58,002,412
Other liabilities                                    365,709        423,684
                                                  ----------     ----------
  Total Liabilities                              $77,500,588    $58,426,096
                                                  ----------     ----------
Commitments and Contingencies  (Note 8)

Shareholders' Equity:  (Notes 1, 13 & 15)
 Common stock, 1.00 par value, 10,000,000
  shares authorized; 1,380,000 (1998) and
  1,200,000 (1997) shares issued and outstanding $ 1,380,000    $ 1,200,000
Paid-in-capital                                    7,955,261      5,418,801
Retained earnings/(deficit)                          744,224       (158,338)
 Unrealized gain on securities, net                   29,739          7,930
                                                  ----------     ----------
   Total Shareholders' Equity                    $10,109,224    $ 6,468,393
                                                  ----------     ----------
   Total Liabilities and Shareholders' Equity    $87,609,812    $64,894,489
                                                  ==========     ==========

            Refer to notes to the consolidated financial statements.


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

                                                     For the Years Ended 
                                                        December 31,
                                                  -------------------------
                                                     1998            1997
Interest Income:                                     ----            ----
 Interest and fees on loans (Note 2)              $ 6,003,022   $ 4,175,214
 Interest on investment securities                    245,506       201,290
 Interest on federal funds sold                       136,981       193,085
                                                   ----------    ----------
    Total interest income                         $ 6,385,509   $ 4,569,589
Interest Expense:
 Interest on deposits and borrowings  (Note 10)     2,966,794     2,039,655
                                                   ----------    ----------
Net interest income                               $ 3,418,715   $ 2,529,934
Provision for possible loan losses  (Note 6)          251,000       225,000
                                                   ----------    ----------
Net interest income after provision for 
  possible loan losses                            $ 3,167,715   $ 2,304,934
                                                   ----------    ----------

Other Income:
 Service fees on deposit accounts                 $   383,023   $   269,808
 Miscellaneous, other                                 104,617       112,948
                                                   ----------    ----------
     Total other income                           $   487,640   $   382,756
                                                   ----------    ----------

Other Expenses:
  Salaries                                        $   831,622   $   636,051
  Employee benefits                                   244,538       242,590
  Data processing and ATM                             109,430        60,809
  Advertising and public relations                    163,932       210,625
  Depreciation and amortization                       173,672       145,314
  Other operating expenses  (Note 11)                 547,999       424,638
                                                   ----------    ----------
     Total other expenses                         $ 2,071,193   $ 1,720,027
                                                   ----------    ----------

Income before income tax                          $ 1,584,162   $   967,663
Income tax  (Notes 2 & 12)                            681,600       406,006
                                                   ----------    ----------

Net income                                        $   902,562   $   561,657

Other comprehensive income, net of tax
  Unrealized holding gains, securities                 21,809        14,085
                                                   ----------    ----------

Comprehensive income                              $   924,371   $   575,742
                                                   ==========    ==========

Basic earnings per share  (Note 2)                $       .72   $       .47
                                                   ==========    ==========
Diluted earnings per share (Note 2)               $       .69   $       .46
                                                   ==========    ==========

           Refer to notes to the consolidated financial statements.


                            THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
               Consolidated Statements of Changes in Shareholders' Equity
                       From December 31, 1995 to December 31, 1998

                  Number   Common      Paid              Unrealized
                   Of      Stock       -in-    Retained    Gain,
                  Shares  Par Value   Capital  Earnings  Securities   Total
                  ------  ---------   -------  --------  ----------   -----
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 split,
 1997            600,000    600,000     -  -     (600,000)  -   -         -  -
Stock options
 Restricted stock -  -       -  -      46,394      -   -    -   -       46,394
                 -------  ---------  ---------  ---------   ------   ---------
Balance,
  December 31,
  1997         1,200,000 $1,200,000 $5,418,801 $ (158,338)  $ 7,930 $6,468,393
               ---------  ---------  ---------  ---------   ------   ---------
Net income,
  1998           -   -      -   -      -   -      902,562    -   -     902,562

Sale of stock    180,000    180,000  2,496,366     -   -     -   -   2,676,366

Net unrealized
  gains
  - securities   -   -      -   -      -   -       -   -    21,809      21,809

Stock options
 Restricted stock -  -       -  -      40,094      -   -    -   -       40,094
               ---------  ---------  ---------  ---------   ------   ---------
Balance,
  December 31,
  1998         1,380,000 $1,380,000 $7,955,261 $  744,224  $29,739 $10,109,224
               =========  =========  =========  =========   ======  ==========

             Refer to notes to the consolidated financial statements.


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

                                                      For the Years Ended 
                                                          December 31,
                                                  ---------------------------
                                                       1998           1997
Cash flows from operating activities:                  ----           ----
  Net income                                      $    902,562   $    561,657
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provisions for loan losses                  $    251,000   $    225,000
      Depreciation and amortization                    173,672        145,314
      Net accretion on securities                       (9,190)        (5,196)
  (Increase) in receivables and other assets          (132,502)      (263,143)
  (Decrease) in payables and other liabilities         (57,975)       215,295
                                                   -----------    -----------
Net cash provided by operating activities         $  1,127,567   $    878,927
                                                   -----------    -----------

Cash flows from investing activities:
   Purchase of securities, AFS                    $ (2,508,748)  $ (2,222,938)
   Maturity of securities, AFS                         700,000        700,000
   (Increase) in loans, net                        (15,653,650)   (20,600,295)
   Purchase of premises and equipment               (1,133,128)      (705,264) 
                                                   -----------    -----------
Net cash used in investing activities             $(18,595,526)  $(22,828,497) 
                                                   -----------    -----------

Cash flows from financing activities:
   Sale of common stock                           $  2,676,366   $    -  - 
   Options, restricted stock                            40,094         46,394
   Increase in deposits                             19,132,467     20,304,893
                                                   -----------    -----------
Net cash provided by financing activities         $ 21,848,927   $ 20,351,287
                                                   -----------    -----------

Net increase in cash and cash equivalents         $  4,380,968   $ (1,598,283)
Cash and cash equivalents, beginning of period       4,029,952      5,628,235
                                                   -----------    -----------
Cash and cash equivalents, end period             $  8,410,920   $  4,029,952
                                                   ===========    ===========

Supplemental Information: 

Income taxes paid                                 $    671,588   $    452,400
                                                   ===========    ===========
Interest paid                                     $  2,917,995   $  1,957,072
                                                   ===========    ===========

           Refer to notes to the consolidated financial statements.


                             THOMASVILLE BANCSHARES, INC.
                                 THOMASVILLE, GEORGIA
                        Notes to Consolidated Financial Statements
                               December 31, 1998 and 1997

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 commenced banking operations on 
October 2, 1995.  During the first calendar quarter of 1998, the Company 
declared a two-for-one stock split, effected in the form of a 100% stock 
dividend, thereby increasing the number of shares issued and outstanding 
to 1,200,000.  During the fourth calendar quarter of 1998, the Company 
completed the sale of 180,000 shares of common stock for 2,676,366 net 
of selling expenses, thereby increasing the number of shares issued and 
outstanding to 1,380,000. The Bank's 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 the aggregate balance 
of shareholders' equity.  Amounts concerning earnings per share and the 
number of shares issued and outstanding were restated for 1997 to 
reflect the two-for-one stock split effected during the first calendar 
quarter of 1998.

	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, 
    1998 and 1997, 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, 1998 and 1997, 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 loan's original effective interest rate, or at the loan's 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 management's 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 
management's 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 Company's 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.  Income tax expense consists of current and deferred 
taxes.   Current income tax provisions approximate taxes to be paid or 
refunded for the applicable year.  Deferred tax assets and liabilities 
are recognized on the temporary differences between the bases of assets 
and liabilities as measured by tax laws and their bases as reported in 
the financial statements.  Deferred tax expense or benefit is then 
recognized for the change in deferred tax assets or liabilities between 
periods.  

	Recognition of deferred tax balance sheet amounts is based on 
management's belief that it is more likely than not that the tax benefit 
associated with certain temporary differences, tax operating loss 
carryforwards, and tax credits will be realized.  A valuation allowance 
is recorded for those deferred tax items for which it is more likely 
than not that realization will not occur.

	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, 1998 and 1997 were 
approximately $424,000 and $507,000, 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, 1998, basic EPS and diluted EPS 
were computed as follows :

                                    Year Ended December 31, 1998
                          --------------------------------------------------
                                Basic EPS                   Diluted EPS
                          -----------------------    -----------------------
                          Numerator   Denominator    Numerator   Denominator
                          ---------   -----------    ---------   -----------
Net income                $ 902,562                  $ 902,562
Weighted average shares                1,260,000                  1,260,000
Dilutive options,
  warrants, net                                                      39,272
                           --------    ---------      --------    ---------
   Totals                 $ 902,562    1,260,000     $ 902,562    1,299,272
                           ========    =========      ========    =========

EPS                                $.72                       $.69
                                    ===                        ===


                                    Year Ended December 31, 1997
                          --------------------------------------------------
                                Basic EPS                   Diluted EPS
                          -----------------------    -----------------------
                          Numerator   Denominator    Numerator   Denominator
                          ---------   -----------    ---------   -----------
Net income                $ 561,657                  $ 561,657
Weighted average shares                1,200,000                  1,200,000
Dilutive options,
  warrants, net                                                      22,080
                           --------    ---------      --------    ---------
   Totals                 $ 561,657    1,200,000     $ 561,657    1,222,080
                           ========    =========      ========    =========

EPS                                $.47                       $.46
                                    ===                        ===

	Recent Accounting Pronouncements.  Beginning January 1, 1998, the 
Company adopted the provisions of SFAS No. 131, "Disclosures About 
Segments of an Enterprise and Related Information," which is effective 
for annual and interim periods beginning after December 15, 1997.  This 
Statement establishes standards for the method that public entities are 
to use when reporting information about operating segments in annual 
financial statements and requires that those enterprise reports be 
issued to shareholders, beginning with annual financial statements in 
1998 and for interim and annual financial statements thereafter.  SFAS 
131 also established standards for related disclosures about products 
and services, geographic areas and major customers.

	SFAS 132, "Employers' Disclosures About Pensions and Other 
Postretirement Benefits" revises and standardizes certain disclosures 
which were required under SFAS 87, 88 and 106.  Generally, the new 
Statement uses a separate but parallel format, eliminates less useful 
information, requires additional data deemed useful by analysts, and 
allows some aggregation of presentation.   This Statement was adopted by 
the Company during 1998.

	SFAS 133, "Accounting for Derivative Instruments and Hedging 
Activities" was issued in June, 1998 and is effective for all calendar-
year entities beginning in January, 2000.  This Statement applies to all 
entities and requires that all derivatives be recognized as assets or 
liabilities in the balance sheet, at fair values.  Gains and losses of 
derivative instruments not designated as hedges will be recognized in 
the income statement.  The Company has not made an assessment of the 
expected impact that SFAS 133 will have on its financial statements.


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 Bank's 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, 
1998 and 1997, the Bank sold $5,265,242 and $1,582,269, 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, 1998 follow:

                                                 Gross
                                 Amortized     Unrealized        Estimated
Description                       Costs      Gains   Losses    Market Values
-----------                       -----      -----   ------    -------------
U.S. Treasury securities      $ 3,514,718  $ 52,060  $ (2,762)  $ 3,564,016
U.S. Agency securities          1,490,289    -   -     (4,239)    1,486,050
FRB stock & FHLB stock            483,900    -   -     -   -        483,900
Tax exempt securities             500,000    -   -     -   -        500,000
                               ----------   -------   -------    ----------
    Total securities          $ 5,988,907  $ 52,060  $ (7,001)  $ 6,033,966
                               ==========   =======   =======    ==========

	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. Also, no ready 
market exists for FHLB stock.  Accordingly, the FHLB stock is reported 
at cost.

	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 at December 31, 1998,  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                     $ 3,194,700      $ 3,195,284
Due after one through five years              1,810,307        1,854,782
Due after ten years                             500,000          500,000
FRB & FHLB stock (no maturity)                  483,900          483,900
                                             ----------       ----------
    Total securities                        $ 5,988,907      $ 6,033,966
                                             ==========       ==========

	There were no sales of securities during 1998 and 1997.  At 
December 31, 1998 and 1997, there were $4,710,000 and $2,600,000, 
respectively, in securities pledged as collateral to secure public 
funds.


Note 5 - Loans

	The composition of net loans by major loan category, as of 
December 31, 1998 and 1997, follows:

                                                      December 31,
                                                -------------------------
                                                   1998          1997 
                                                   ----          ----
      Commercial, financial, agricultural       $17,866,367   $16,847,930
      Real estate - construction                  3,622,240     1,777,493
      Real estate - mortgage                     41,785,089    29,825,224
      Installment                                 6,464,344     5,661,179
                                                 ----------    ----------
      Loans, gross                              $69,738,040   $54,111,826
      Deduct:
       Allowance for loan losses                   (868,477)     (644,913)
                                                 ----------    ----------
           Loans, net                           $68,869,563   $53,466,913
                                                 ==========    ==========

	The Company had no loans which it considered to be impaired other 
than loans which were restructured or on which the accrual of interest 
had been discontinued.  The total recorded investment in impaired loans 
was $104,826 and zero at December 31, 1998 and 1997, respectively.  
These loans had related allowances for loan losses of approximately 
$15,700 and zero at December 31, 1998 and 1997, respectively.  The 
average recorded investment in impaired loans for 1998 and 1997 was 
$45,209 and zero, respectively.  There was no significant amount of 
interest income recognized on impaired loans in 1998 or 1997. 


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, 1998 and 1997 follows:

                                                Year ended December 31,
                                               ------------------------
                                                   1998          1997 
                                                   ----          ----
Balance, beginning of year                     $  644,913    $  447,626
Add:  Provision for loan losses                   251,000       225,000
Add:  Recoveries of previously charged 
      off amounts                                   5,381         3,292
                                                ---------     ---------
   Total                                       $  901,294    $  675,918
Deduct: Amount charged-off                        (32,817)      (31,005)
                                                ---------     ---------
Balance, end of year                           $  868,477    $  644,913
                                                =========     =========


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, 1998 and 1997 follow:

                                                      December 31,
                                                ------------------------
                                                   1998          1997 
                                                   ----          ----
     Land                                       $  747,023    $  582,983
     Building                                    2,134,547     1,476,921
     Furniture, equipment                          903,406       609,482
                                                 ---------     ---------
       Property and equipment, gross            $3,784,976    $2,669,386
     Deduct:
      Accumulated depreciation                    (329,317)     (184,407)
                                                 ---------     ---------
         Property and equipment, net            $3,455,659    $2,484,979
                                                 =========     =========

	Depreciation expense for the years ended December 31, 1998 and 
1997 amounted to $162,448 and $134,090, 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, 1998 and 
1997:

                                                      December 31,
                                               -------------------------
                                                   1998          1997 
                                                   ----          ----
      Non-interest bearing deposits            $10,470,065   $ 9,334,294
      Interest bearing deposits:
         NOW accounts                           11,641,974     7,282,203
         Money market accounts                  14,103,448    14,014,321
         Savings                                 1,892,150     1,193,986
         Time, less than $100,000               23,329,217    13,671,038
         Time, $100,000 and over                15,698,025    12,506,570
                                                ----------    ----------
           Total deposits                      $77,134,879   $58,002,412
                                                ==========    ==========


Note 10 - Interest on Deposits and Borrowings

	A summary of interest expense for the years ended December 31, 
1998 and 1997 follows:

                                                      December 31,
                                                ------------------------
                                                   1998          1997 
                                                   ----          ----
      Interest on NOW accounts                  $  221,245    $  148,381
      Interest on money market accounts            658,128       501,987
      Interest on savings accounts                  52,100        34,740
      Interest on CDs under $100,000             1,144,186       694,213
      Interest on CDs $100,000 and over            875,020       642,826
      Interest, other borrowings                    16,115        17,508
                                                 ---------     ---------
          Total interest on despoits
           and borrowings                       $2,966,794    $2,039,655
                                                 =========     =========


Note 11 - Other Operating Expenses

	A summary of other operating expenses for the years ended December 
31, 1998 and 1997 follows:

                                                      December 31, 
                                                 ----------------------
                                                   1998          1997 
                                                   ----          ----
      Postage and delivery                       $ 50,988      $ 32,924
      Supplies and printing                        78,269        52,669
      Regulatory assessments                       36,810        31,548
      Taxes & insurance                            63,243        45,685
      Utilities & telephone                        49,010        36,241
      Professional fees                            73,061        67,167
      Repairs, maint. & service contracts          74,626        65,030
      All other operating expenses                121,992        93,374
                                                  -------       -------
         Total other operating expenses          $547,999      $424,638
                                                  =======       =======


Note 12 - Income Taxes

	As of December 31, 1998 and 1997, the Company's provision for 
income taxes consisted of the following:

                                                      December 31,
                                                 ----------------------
                                                   1998          1997
                                                   ----          ----
           Current                               $617,758      $457,500
           Deferred                                63,842       (51,494)
                                                  -------       -------
           Federal income tax expense            $681,600      $406,006
                                                  =======       =======

Deferred income taxes consist of the following:

                                                   1998          1997 
                                                   ----          ----
           Provision for loan losses             $ 72,012      $(47,603)
           Other                                   (8,170)       (3,891) 
                                                  -------       -------
              Total                              $ 63,842      $(51,494) 
                                                  =======       =======

	The Company's 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 Company's actual income tax provision follows:

                                                Year ended December 31,
                                                -----------------------
                                                   1998          1997 
                                                   ----          ----
     Income taxes at statutory rate              $ 538,615     $ 329,005
     State tax, net of Federal benefits             69,833        48,316
     Change in valuation allowance                  76,012        14,753
     Other                                          (2,860)       13,932
                                                  --------      --------
        Total                                    $ 681,600     $ 406,006
                                                  ========      ========

	The tax effects of the temporary differences that comprise the net 
deferred tax assets at December 31, 1998 and 1997 are presented below:

                                                   1998          1997 
                                                   ----          ----
     Deferred tax assets:
        Allowance for loan losses                 $ 175,479    $  99,467
       Unrealized gain, securities                  (15,320)      (4,085)
       Deferred asset, depreciation                    (479)       7,691
       Valuation reserve                           (128,606)     (52,594)
                                                   --------     --------
          Net deferred tax asset                  $  31,074    $  50,479
                                                   ========     ========

	There was a net change in the valuation allowance during 1998 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, 
1998.	


Note 13 - Related Party Transactions

	Stock Options.  The Employment agreements with the Bank's 
president and executive vice president provide for the grant of stock 
options for each to acquire 30,000 shares of the Company's common stock 
upon the Bank's commencement of business at a purchase price equal to 
$5.00 per share.  Such options will become exercisable at the rate of 
6,000 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.

	Benefit Plans.  The Company has a profit sharing plan as well as a 
savings plan administered under the provisions of the Internal Revenue 
Code Section 401(K).  During 1998 and 1997, the Company contributed 
$88,450 and $73,218, respectively, to the above plans.

	Employment Agreements.  On January 14, 1998, 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 four-year term.  The agreements provide for health and disability 
insurance, other customary benefits and, as discussed above, the 
granting of stock options.  Each agreement also contains a non-compete 
and non-solicitation provision which provides that through the actual 
date of termination of the agreements and for a period of five years 
thereafter, the president and executive vice president shall not, 
without written consent of the Company, be employed in the banking 
business in any capacity within Thomas County, Georgia.  Additionally, 
each agreement provides that the Company may terminate the president's 
and the executive vice president's employment for any reason upon 
majority vote of the Board.

	The agreements with the president and the executive vice president 
provide for an annual base salary of $101,000 and $82,000, respectively.  
These salaries may be increased at the discretion of the Board based on 
the performance of the Bank. For the years ended December 31, 1998 and 
1997, the Company incurred expenses for salary and benefits as follows:  
(i) for the president:  $130,419 (1998) and $122,884 (1997); and (ii) 
for the executive vice president:  $110,445 (1998) and $110,584 (1997).

	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 Bank's directors which grants to each member 
restricted shares of the Company's common stock as follows:  (a) ten 
shares for each Bank or Company committee meeting attended; and (b) 
twenty 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 Company's Board of Directors; or (b) a change in control of the 
Company.  As of December 31, 1998 and 1997 there were 9,050 and 6,080 
shares of restricted stock outstanding, respectively.  The 1998 and 1997 
income statements include a charge for $40,095 and $32,498, 
respectively, reflecting the annual 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, 1998 
and 1997, loans outstanding to directors, their related interests and 
executive officers aggregated $3,413,779 and $3,066,426, 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 1998 and 1997 follows:

                                                   1998          1997 
                                                   ----          ----
Balance, beginning of year                    $ 3,066,426   $ 2,177,384
New loans                                       2,369,282     2,105,040
Less:   principal reductions                   (2,021,929)   (1,215,998)
                                               ----------    ----------
Balance, end of year                          $ 3,413,779   $ 3,066,426
                                               ==========    ==========

	Deposits by directors and their related interests, at December 31, 
1998 and 1997, approximated  $2,464,559 and $3,638,443, 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 Company's 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, 1998 and 1997, unfunded commitments to extend credit were 
$11,847,306 and $7,153,104, respectively.  The Company evaluates each 
customer's 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 management's 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, 1998 and 1997, commitments under letters of credit 
aggregated approximately $326,892 and $172,435, 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 Company's 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 Company's 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 Company's 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, 1998, that the Company and the Bank meet 
all capital adequacy requirements to which they are subject.

	As of  December 31, 1998, 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 Company's 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, 1998:
Total capital-risk-based
(to risk-weighted assets):
   Bank                 $ 10,208    15.9%    $5,131  >=  8%      $6,413 >=  10%
   Consolidated           10,882    17.0%     5,132  >=  8%        N/A  >=  N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                 $  9,406     14.7%   $2,565  >=  4%      $3,848 >=   6%
   Consolidated           10,079     15.7%    2,566  >=  4%        N/A  >=  N/A

Tier 1 capital-leverage
(to average assets):
   Bank                  $  9,406    21.3%   $3,056  >=  4%      $3,820 >=   5%
   Consolidated            10,079    13.1%    3,063  >=  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, 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


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 Bank's capital adequacy.  
During 1998 and 1997, 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,
                                                --------------------------
                                                     1998           1997
Assets:                                              ----           ----
Cash                                            $   643,273    $   258,094
Investment in Bank                                9,450,414      5,995,856
Property equipment                                  -  -           181,957
Other assets                                         44,820         53,819
                                                 ----------     ----------
   Total Assets                                 $10,138,507    $ 6,489,726
                                                 ==========     ==========

Liabilities and Shareholders' Equity:
Accounts payable                                $    29,283    $    21,333
                                                 ----------     ----------
   Total Liabilities                            $    29,283    $    21,333
                                                 ----------     ----------

Common stock                                    $ 1,380,000    $ 1,200,000
Paid-in-capital                                   7,955,261      5,418,801
Retained earnings                                   744,224       (158,338)
Unrealized gain on securities                        29,739          7,930
                                                 ----------     ----------
   Total Shareholders' equity                   $10,109,224    $ 6,468,393
                                                 ----------     ----------
   Total Liabilities and Shareholders' equity   $10,138,507    $ 6,489,726
                                                 ==========     ==========


                           Parent Company Statements of Income

                                                 Years Ended December 31, 
                                                --------------------------
                                                     1998          1997 
Revenues:                                            ----          ----
  Interest income                               $     9,411    $     4,798
  Rental income                                      16,200         21,648
                                                 ----------     ----------
     Total revenues                             $    25,611    $    26,446
                                                 ----------     ----------

Expenses:
  Depreciation and amortization                 $     4,987    $     4,581
  Other expenses                                     50,812         36,037
                                                 ----------     ----------
     Total expenses                             $    55,799    $    40,618
                                                 ----------     ----------

(Loss) before equity in undistributed 
  earnings of Bank                              $   (30,188)   $   (14,172)
Equity in undistributed earnings
  of Bank                                           932,750        575,829
                                                 ----------     ----------

Net income                                      $   902,562    $   561,657
                                                 ==========     ==========


                         Parent Company Statements of Cash Flows

                                                   Years Ended December 31,
                                                   ------------------------
                                                      1998         1997
Cash flows from operating activities:                 ----         ----
  Net income                                       $    902,562  $  561,657
  Adjustments to reconcile net income to net cash 
     provided by operating activities:
     Equity in undistributed earnings of the Bank      (932,750)   (575,829)
  Depreciation and amortization                           4,987       4,581
 Decrease in other asset                                  6,299     (46,394)
 Increase in payables                                     7,950      (1,883)
                                                     ----------   ---------
Net cash provided by operating activities           $   (10,952) $  (57,868) 
                                                     ----------   ---------

Cash flows from investing activities: 
 Investment in Bank                                 $(2,500,000) $    -  -
 Sale of property                                       179,671       -  -
                                                     ----------   ---------
Net cash provided by financing activities           $(2,320,329) $    -  -
                                                     ----------   ---------

Cash flows from financing activities: 
  Sale of stock                                     $ 2,676,366  $    -  -
  Options, restricted stock                              40,094      46,394
                                                     ----------   ---------
Net cash used by financing activities               $ 2,716,460  $   46,394
                                                     ----------   ---------

Net increase in cash and cash equivalents           $   385,179  $  (11,474)
Cash and cash equivalents, beginning of the year        258,094     269,568
                                                     ----------   ---------
Cash and cash equivalents, end of year              $   643,273  $  258,094
                                                     ==========   =========


ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE.

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

                                    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 and the Bank 
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
        David A. Cone                      Bank 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
        David O. Lewis                     Bank Director
       Charles W. McKinnon, Jr.           Class III Director
         Randall L. Moore                  Bank Director
         Diane W. Parker                   Bank Director
        Cochran A. Scott, Jr.             Class III Director
      Richard L. Singletary, Jr.          Class III Director

        Each of the above persons, except those persons who are listed as 
Bank Directors, 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 Company's Annual Meeting of 
Shareholders.  Upon such election, each director of the Company will serve 
for a term of three years.  The Company's officers are appointed by the 
Board of Directors and hold office at the will of the Board.

        Charles A. Balfour, age 35, served as Vice President of Balfour 
Pulpwood Company, Inc., a family-owned business, from 1989 to 1994 and 
since 1994, has served as President.  Mr. Balfour is also Executive Vice 
President of Balfour Lumber Company.  Mr. Balfour serves on the Vestry of 
St. Thomas Episcopal Church, of which he is currently Treasurer.  Mr. 
Balfour also serves on the Board of the Georgia Forestry Association.  
From 1992 to January 1995, he served on the Advisory Board of Directors of 
Trust Company Bank of South Georgia, N.A.

        Clifford S. Campbell, Jr., age 70, 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 41, 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 Chairman 
of the Board of the Thomasville Y.M.C.A., President of Thomasville Team 
2000 and a member of the Thomasville Payroll Development Authority.  He is 
also past Chairman of the Thomasville/Thomas County Chamber of Commerce 
and former Vice Chairman of the Thomasville Housing Authority.

        David Cone, age 34, is the President of Cone Machinery, Inc., a 
manufacturer of sawmill equipment.  He has served as President of Cone 
Machinery for eight years, previously serving as Vice President and Sales 
Manager.  He joined the Board of Directors of Thomasville National Bank in 
May 1996.  He currently serves on the Board of Directors of the 
Thomasville/Thomas County Chamber of Commerce and the YMCA, and is a 
member of the Thomasville Kiwanis Club.  He is also on the 
Thomasville/Thomas County Recreation Advisory Board.

        Charles E. Hancock, M.D., age 39, is a Board Certified Orthopedic 
Surgeon in private practice in Thomasville, Georgia at the Thomasville 
Orthopedic Center where he has practiced since 1991.  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 is also Chairman and Chief Executive Officer of Affiliated 
Physicians, a physicians practice management company based in Thomasville.

        Charles H. Hodges, III, age 34, 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 and Thomasville/Thomas County Chamber of Commerce.

        Harold L. Jackson, age 50, 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.

        David Lewis, age 67, joined the Board of Directors of Thomasville 
National Bank in September 1997.  Mr. Lewis is a retired Senior Buyer for 
General Electric.  He is past President of the Minority Business and 
Professional Association.  He currently serves on the Board of Trustees of 
Thomas College and is also a member of the Board of the Thomasville 
Cultural Center, the Historical Society, the Humane Society and the 
Heritage Foundation.

        Charles W. McKinnon, Jr., age 64, 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 Board's Million Dollar Club, Real Estate 
Leaders of America, International Council of Shopping Centers, National 
Association of Realtors, and Farm and Land Institute.

        Randall Moore, age 39, is President and Co-Owner of Moore & Porter 
Produce of Thomasville, Inc., a wholesaler of a full line of vegetables. 
He joined the Board of Directors of Thomasville National Bank in May 
1996.  He currently serves on the Board of Directors of Glen Arven Country 
Club.

        Diane W. Parker, age 58, is the owner of The Gift Shop, Ltd.  She 
joined the board of directors of Thomasville National Bank in September 
1997.  She is also Vice-President of Williams & Parker LLC and The 
Williams Family Foundation of Georgia.  She is a past Vice-Chairman of the 
Thomasville Antiques Show and is a Thomasville Antiques Show Foundation, 
Inc. Board Member.

        Cochran A. Scott, Jr., age 43, has served as President of Scott 
Hotels, Inc., a hotel management and development company, 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. 

        Richard L. Singletary, Jr., age 39, 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.  Currently, 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 requirements 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, 1998, 1997 and 1996 concerning 
compensation paid or accrued by the Company to or on behalf of the 
Company's Chief Executive Officer and the other executive officers of the 
Company or of the Bank whose total annual salary and bonus exceeded 
$100,000 during the year ended December 31, 1998 (the "Named Executive 
Officers"). 

                       Summary Compensation Table

                        Annual Compensation  Long Term Compensation
                        -------------------  ----------------------
                                                            Number    All
                                                Restricted    of     Other
Name and                                         Stock      Options  Compen-
  Principal Position    Year   Salary   Bonus    Awards(1)  Awarded  sation(2)
--------------------    ----   ------   -----   ----------  -------  -------

Stephen H. Cheney       1998  $101,000 $20,200   $7,600(3)     --    $3,181
  President and Chief   1997    82,500  25,500    2,264(4)     --     2,910
  Executive Officer     1996    75,000  15,000    1,899(5)     --     1,250

Charles H. Hodges, III  1998  $ 82,000 $20,500   $7,400(6)     --    $2,718
  Executive Vice Pres.  1997    75,000  22,500    2,264(7)     --     2,588
                        1996    65,000  12,500    1,899(8)     --     1,083

(1)   Represents earned but unissued shares of restricted stock granted 
      at various times during fiscal 1998, 1997 and 1996 pursuant to the 
      directors' deferred compensation plan.  See "-Compensation of 
      Directors."
(2)   Represents matching contributions under the Company's 401(k) plan.
(3)   During fiscal 1998, Mr. Cheney earned an aggregate of 380 shares of 
      restricted Common Stock pursuant to the directors' deferred 
      compensation plan, the fair market value of which was $7,600 as of 
      December 31, 1998.  Because there is no organized trading market 
      for the Company's Common Stock, fair market value was determined by 
      reference to recent sales of the Common Stock during 1998.   See 
      "-Compensation of Directors."
(4)   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 Company's Common Stock, fair market value was calculated 
      by reference to the book value of the Company's Common Stock as of 
      December 31, 1997.  See "-Compensation of Directors."
(5)   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 Company's Common Stock, fair market value was calculated 
      by reference to the book value of the Company's Common Stock as of 
      December 31, 1996.  See "-Compensation of Directors."
(6)   During fiscal 1998, Mr. Hodges earned an aggregate of 370 shares 
      of restricted Common Stock pursuant to the directors' deferred 
      compensation plan, the fair market value of which was $7,400.  
      Because there is no organized trading market for the Company's 
      Common Stock, fair market value was determined by reference to 
      recent sales of the Common Stock during 1998.
(7)   During fiscal 1997, Mr. Hodges earned an aggregate of 210 shares of 
      Common Stock pursuant to the directors' deferred compensation plan,
      the fair market value of which was $2,264 at December 31, 1997.  
      Because there is no organized trading market for the Company's Common
      Stock, fair market value was determined by reference to the book value
      of the Common Stock as of December 31, 1997.  See "Compensation of 
      Directors."
(8)   During fiscal 1996, Mr. Hodges earned an aggregate of 195 shares of 
      Common Stock pursuant to the directors' deferred compensation plan,
      the fair market value of which was $1,899 at December 31, 1996.
      Because there is no organized trading market for the Company's Common
      Stock, fair market value was determined by reference to the book value
      of the Common Stock as of December 31, 1996.  See "Compensation of 
      Directors."


EMPLOYMENT AGREEMENTS

        On January 14, 1998, the Company and the Bank entered into a four-
year employment agreement with Stephen H. Cheney, pursuant to which 
Mr. Cheney is paid an annual salary of $101,000, which may be increased at 
the discretion of the Board of Directors of the Bank based on the 
performance of the Bank as determined by a formula as set forth in Mr. 
Cheney's employment agreement.

        Mr. Cheney's employment agreement further 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's employment agreement also contains a non-compete and 
non-solicitation provision which provide that through the actual date of 
termination of the Employment Agreement and for a period of five years 
thereafter, Mr. Cheney shall not, without the prior written consent of the 
Company. be employed in the banking business in any capacity within Thomas 
County, Georgia.  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.

        In addition, Mr. Cheney's employment agreement provides that the 
Company may terminate Mr. Cheney's employment agreement for any reason 
upon majority vote of the Board of Directors of the Company and the Bank. 

        On January 14, 1998, the Company and the Bank entered into a four-
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 $82,000 per year, which 
will be increased at the discretion of the Board of Directors of the Bank 
based on the performance of the Bank as determined by a formula set forth 
in Mr. Hodges' employment agreement.  All the other provisions of Mr. 
Hodges' employment agreement are identical to Mr. Cheney's.


COMPENSATION OF DIRECTORS

        In March 1996, the Board of Directors of the Company approved a 
deferred compensation plan (the "Directors' Plan") for the Company's 
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 10 shares of the 
Company's Common Stock for each Bank and each Company Committee meeting 
attended and 20 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 
Company's Board of Directors or a change in control of the Company.  One 
of the Company's 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 1998, 
an aggregate of 2,970 shares of restricted stock were earned under the 
Directors' Plan.


STOCK OPTIONS

        No stock options were granted to any of the Named Executive 
Officers during the fiscal year ended December 31, 1998.  The following 
table presents information regarding the value of unexercised options held 
at December 31, 1998 by the Named Executive Officers.  No stock options 
were exercised and there were no SARs outstanding during fiscal 1998.

                                Number of           Value of Unexercised
                            Unexercised Options     In-the-Money Options
                                at FY-End               at FY-End
                               Exercisable/            Exercisable/
    Name                       Unexercisable         Unexercisable(1)
    ----                    -------------------     --------------------
Stephen H. Cheney               24,000/6,000          $360,000/90,000
Charles H. Hodges III           24,000/6,000          $360,000/90,000
____________________

(1)   Dollar values calculated by determining the difference between the 
      estimated fair market value of the Company's Common Stock at December 
      31, 1998 ($20.00) 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 determined by reference to recent sales of the 
      Common Stock during 1998.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information as of March 23, 
1999 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               21,000(2)              1.52%
     Clifford S. Campbell, Jr.         2,300(3)               *
     Stephen H. Cheney                60,626(4)              4.32%
     Charles E. Hancock, M.D.         15,000                 1.09%
     Charles H. Hodges, III           35,742(5)              2.55%
     Harold L. Jackson                20,000                 1.45%
     Charles W. McKinnon, Jr.         21,000(6)              1.52%
     Cochran A. Scott, Jr.            34,000(7)              2.46%
     Richard L. Singletary, Jr.       81,400(8)              5.90%
                                     -------                -----
     All Directors and Officers
     as a Group (9 persons)          291,068(9)             20.38%
                                     =======                =====
*  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 
     1,380,000 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 1,380,000 shares plus the number of shares subject to presently 
     exercisable options held by them, as indicated in the following notes.
(2)  Includes 5,000 shares held by Mr. Balfour as custodian for his children. 
(3)  Represents shares held in Mr. Campbell's individual retirement account. 
(4)  Includes 24,000 shares subject to presently exercisable stock options, 
     5,904 shares held in Mr. Cheney's individual retirement account, 722 
     shares held in Mr. Cheney's wife's individual retirement account and 
     30,000 shares held in Mr. Cheney's father's individual retirement 
     account for the benefit of Mr. Cheney. 
(5)  Includes 24,000 shares subject to presently exercisable stock options, 
     10,088 shares held in Mr. Hodges' individual retirement account, 1,654 
     shares held by Mr. Hodges as custodian for his children.
(6)  Includes 12,200 shares held in Mr. McKinnon's individual retirement 
     account. 
(7)  Includes 24,000 shares held by Mr. Scott as custodian for his children 
     and 10,000 shares held in Mr. Scott's individual retirement account. 
(8)  Includes 5,246 shares held in Mr. Singletary's individual retirement 
     account, 7,800 shares held as custodian for his children, 10,000 shares 
     owned by Mr. Singletary's wife and 9,486 shares held in Mr. Singletary's 
     wife's individual retirement account.  Mr. Singletary's address is 102 
     Chukkars Drive, Thomasville, Georgia 31792.
(9)  Includes 48,000 shares subject to presently exercisable options.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	The Bank extends loans from time to time to certain of the 
Company's 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 (i) a Registration Statement on Form 
SB-2 under the Securities Act of 1933 for the Company, Registration Number 
33-91536 ("SB-2"); or (ii) a Registration Statement on Form SB-2 under 
the Securities Act of 1933 for the Company, Registration Number 333-58545 
("1998 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 January 14, 1998 between 
                         the Company and Stephen H. Cheney (1998 SB-2)

      *10.2      -       Employment Agreement dated January 14, 1998 between 
                         the Company and Charles H. Hodges, III (1998 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 1998.


                                   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 31, 1999           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                                           March 31, 1999
----------------------------  President and Chief Executive 
Stephen H. Cheney             Officer (Principal Executive
                              Accounting Officer) and Director


/s/ Charles H. Hodges, III 
----------------------------  Executive Vice President and      March 31, 1999
Charles H. Hodges, III        Director



----------------------------  Director                          March 31, 1999
Charles A. Balfour


/s/ Clifford S. Campbell, Jr.
----------------------------  Director                          March 31, 1999
Clifford S. Campbell, Jr.



----------------------------  Director                          March 31, 1999
Charles E. Hancock, M.D.


/s/ Harold L. Jackson 
----------------------------  Director                          March 31, 1999
Harold L. Jackson



----------------------------  Director                          March 31, 1999
Charles W. McKinnon, Jr.


/s/ Cochran A. Scott, Jr.
----------------------------  Director                          March 31, 1999
Cochran A. Scott, Jr.



----------------------------  Director                          March 31, 1999
Richard L. Singletary, Jr.


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

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