SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One):

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 1998,

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from to .

Commission File No. 0-25846

                               CCF HOLDING COMPANY
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

Georgia                                                       58-2173616   
-----------------------------------------               ------------------------
(State or Other Jurisdiction of                             I.R.S. Employer
Incorporation or Organization)                             Identification No.

101 North Main Street, Jonesboro, Georgia                        30236       
-----------------------------------------               ------------------------
(Address of Principal Executive Offices                        (Zip Code)

Issuer's Telephone Number, Including Area Code:   (770) 478-8881
                                                  --------------

Securities registered pursuant to Section 12(b) of the Act:   None
                                                              ----

Securities registered pursuant to Section 12(g) of the Act:


                     Common Stock, par value $0.10 per share
--------------------------------------------------------------------------------
                                (Title of Class)

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

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B  contained in this form and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year. $13.4 million

         As of March 8, 1999 there were issued and outstanding 890,085 shares of
the registrant's common stock.

         The  registrant's  voting stock  trades on the  SmallCap  market of The
Nasdaq Stock Market under the symbol  "CCFH." The aggregate  market value of the
voting stock held by non-affiliates of the registrant,  based on the average bid
and asked price of the  registrant's  common stock on March 22,  1999, was $11.8
million.

Transition Small Business Disclosure Format (check one)
YES      NO  X 
    ---     ---
                       DOCUMENTS INCORPORATED BY REFERENCE

         1.    Portions of the Annual Report to Stockholders for the fiscal year
               ended December 31, 1998. (Part II)

         2.    Portions  of the  Proxy  Statement  for  the  Annual  Meeting  of
               Stockholders. (Part III)

<PAGE>


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

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

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

PART I

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

General

         The Company is a  Georgia-chartered  corporation which was organized in
March  1995  at the  direction  of  Clayton  County  Federal  Savings  and  Loan
Association (the "Association") in connection with the Association's  conversion
from a mutual to stock  form of  organization  (the  "Conversion").  On July 11,
1995,  the  Association  completed  its  conversion  and  became a wholly  owned
subsidiary of the Company. In February 1997, the Association changed its name to
Heritage Bank (the "Bank").  The Company is a bank holding  company and the Bank
is a commercial  bank  chartered by the State of Georgia.  Prior to September 1,
1998,  the  Company was a savings  and loan  holding  company and the Bank was a
federally  chartered  savings bank. The Company is not an operating  company and
has not engaged in any significant business to date. As such,  references herein
to the Bank include the Company unless the context otherwise indicates.

         The Bank,  through its predecessors,  commenced business in 1955. Prior
to 1997, the Bank operated a traditional  savings and loan business,  attracting
deposit accounts from the general public and using these deposits, together with
other funds,  primarily to originate and invest in long-term  conventional loans
secured by single-family  residential real estate. Since the early part of 1997,
the Bank has begun

                                        2

<PAGE>


to expand its loan and deposit  activities  in an attempt to position  itself to
offer more of the products  and  services of a commercial  bank and compete on a
broader scale in the highly competitive financial services industry.  During the
fiscal year ended December 31, 1998, the Bank continued to significantly  expand
the size of its commercial  (primarily real estate  mortgages) and  construction
(primarily residential) lending portfolios as well as the amount of the deposits
it holds.

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

Market Area and Competition

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

         The Bank competes for deposits with financial  institutions  located in
metropolitan  Atlanta,  super-regional  banks,  and  several  fairly  new  local
financial  institutions.  Loan  competition  comes  from  the same  sources  and
mortgage companies.

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

Lending Activities

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


                                        3

<PAGE>


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

<TABLE>
<CAPTION>

                                                                     At December 31,
                                                   -----------------------------------------------------   
                                                             1998                        1997
                                                   ------------------------     ------------------------
                                                    Amount         Percent       Amount         Percent
                                                    ------         -------      -------         -------
                                                                  (Dollars in Thousands)
<S>                                                <C>            <C>         <C>             <C>
Loan Category
Residential (1-4 family) mortgage...........        $ 37,638        30.51%      $49,031          49.50%
Commercial, primarily real estate
  mortgage..................................          45,378        36.78        31,111          31.41
Real estate construction....................          26,187        21.22        16,231          16.39
Consumer and other installment..............          14,154        11.49         2,680           2.70
                                                     -------        -----       -------         ------
    Total loans receivable..................         123,357       100.00%       99,053         100.00%
                                                     -------       ======       -------         ======
Less:
  Undisbursed proceeds on
    loans in process........................              --                       (206)
  Unamortized loan fees and
    costs, net..............................            (587)                      (636)
  Allowance for loan losses.................            (943)                      (670)
                                                    --------                    -------
    Total loans, net........................        $121,827                    $97,541
                                                     =======                     ======
</TABLE>


         Loan Maturity  Tables.  The following  table sets forth the maturity of
the Bank's loan  portfolio  at  December  31,  1998.  The table does not include
prepayments.  Prepayments and scheduled  principal  repayments on loans totalled
$73.8  million  and $28.1  million  for the years  ended  December  31, 1998 and
December 31, 1997,  respectively.  Adjustable-rate  mortgage  loans ("ARMs") are
shown as maturing based on repricing dates.

<TABLE>
<CAPTION>


                                                                         December 31, 1998
                                                 --------------------------------------------------------------
                                                  Within           One to Five        After Five
                                                 One Year             Years              Years          Total
                                                 --------          -----------        ----------        -----
                                                                           (In Thousands)
<S>                                             <C>                 <C>               <C>           <C>     
Residential (1-4 family) mortgage.........       $    133            $  1,885           $35,620       $ 37,638
Commercial, primarily real estate
  mortgage................................          7,726              23,481            14,171         45,378
Real estate construction..................         24,402               1,785                --         26,187
Consumer and other installment............          1,588               4,958             7,608         14,154
                                                   ------              ------            ------         ------
  Total...................................        $33,849             $32,109           $57,399       $123,357
                                                   ======              ======            ======        =======
</TABLE>



                                        4

<PAGE>



         The following table sets forth the dollar amount of all loans due after
December 31, 1999,  which have fixed  interest  rates and which have floating or
adjustable interest rates.

<TABLE>
<CAPTION>
                                                       Fixed Rate         Adjustable Rate
                                                   -------------------   -----------------
                                                   Amount      Percent    Amount   Percent     Total
                                                   ------      -------   -------   -------    -------
                                                                          (Dollars in Thousands)
<S>                                              <C>          <C>      <C>         <C>      <C>    
Residential (1-4 family) mortgage.............     $26,434      21.42%   $11,071     8.97%    $37,505
Commercial, primarily real estate
   mortgage...................................      20,616      16.71     17,036    13.81      37,652
Real estate construction......................         136       0.11      1,649     1.33       1,785
Consumer and other installment................      12,366      10.02        200      .16      12,566
                                                    ------      -----     ------    -----      ------
  Total.......................................     $59,552      48.26%   $29,956    24.27%    $89,508
                                                    ======      =====     ======    =====      ======
</TABLE>

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

         The Bank offers ARMs that adjust  every year and have terms of up to 30
years.  Generally, on loans made prior to 1998, the interest rate adjustments on
ARMs were  based on the  National  Average  Contract  Rate for the  Purchase  of
Previously Occupied Homes as announced by the Federal Home Loan Bank ("FHLB") of
Atlanta. ARMS made after January 1, 1998 are based on the 1 year treasury index.
ARMs  may be made at up to 95% of the  loan to value  ratio.  The Bank  does not
originate ARMs with negative amortization.

         The Bank also offers conventional  fixed-rate mortgage loans with terms
of up to 30  years.  The  fixed-rate  mortgages  may be  sold  in the  secondary
mortgage market with servicing retained or released by the Bank.

         The Bank offers home equity lines of credit,  which are revolving lines
of credit secured by a first or second  mortgage on an owner occupied  property,
and  which  are  accessible  to the  customers  by  either  writing  a check  or
requesting an advance at a branch office of the Bank.  The rate on such loans is
adjustable monthly.

         The Bank's lending policies  generally limit the maximum  loan-to-value
ratio to 80% of the  appraised  value of the property,  based on an  independent
appraisal. When the Bank makes a loan in excess of 80% of the appraised value or
purchase price,  private mortgage  insurance is required for at least the amount
of the loan in excess of 80% of the appraised value.

         The  loan-to-value  ratio,   maturity,  and  other  provisions  of  the
residential  real  estate  loans made by the Bank  reflect  the policy of making
loans generally below the maximum limits permitted under applicable regulations.
The Bank requires an  independent  appraisal,  title  insurance or an attorney's
opinion, flood hazard insurance (if applicable), and fire and casualty insurance
on all properties securing real estate loans made by the Bank.

         While one- to  four-family  residential  real estate loans are normally
originated with 15 to 30 year terms, such loans typically remain outstanding for
substantially  shorter  periods.  This is because  borrowers  often prepay their
loans in full upon sale of the property  pledged as security or upon refinancing
the original loan. In addition,  substantially all of the fixed-rate residential
mortgage loans

                                        5
<PAGE>


in the Bank's loan portfolio contain due-on-sale clauses providing that the Bank
may declare  the unpaid  amount due and  payable  upon the sale of the  property
securing the loan.  The Bank enforces  these  due-on-sale  clauses to the extent
permitted  by law.  Thus,  average  loan  maturity is a function of, among other
factors,  the level of purchase  and sale  activity  in the real estate  market,
prevailing interest rates, and the interest rates payable on outstanding loans.

         Construction   Lending.   The  Bank  engages  in  construction  lending
involving loans to qualified  borrowers for  construction of one- to four-family
residential properties and on a limited basis, for commercial properties. Almost
all of the Bank's  construction loan properties are located in the Bank's market
area and nearby counties.

         Construction  loans are made to builders on a speculative  and pre-sale
basis and to owners  for  construction  of their  primary  residence.  Loans for
speculative  housing  construction  are made to area builders after a background
check has been made.  Construction  loans on one- to four-family  properties are
limited to a maximum  loan-to-value  ratio of 80% and have a maximum maturity of
12 months after which the loan can be converted  to a permanent  mortgage  loan.
Whether or not the  construction  of the  property is  complete or the  property
securing the loan has been sold, construction loans on nonresidential properties
are generally  limited to a maximum  loan-to-value  ratio of 75% and also have a
maximum  maturity  of 12  months  after  which  the loan can be  converted  to a
permanent mortgage loan.

         Construction  loan proceeds are disbursed in increments as construction
progresses and only after a physical inspection of the project is made by a Bank
representative. At December 31, 1998, the Bank had $24.9 million in construction
loans outstanding secured by unsold properties.

         Construction loans to  owner/borrowers  have either fixed or adjustable
rates and are underwritten in accordance with the same terms and requirements as
the Bank's permanent mortgages on existing  properties,  except that the builder
must  qualify as an approved  contractor  by the Bank,  and the loans  generally
provide for  disbursement  of loan  proceeds in stages  during the  construction
period. An approved contractor is one who has been approved by a title insurance
company  that will insure the Bank  against  mechanics'  liens or whose  credit,
financial  statements,  and experience have been approved by the Bank. Borrowers
are  typically  required to pay  accrued  interest  on the  outstanding  balance
monthly  during the  construction  phase.  At December 31, 1998,  there was $1.3
million  outstanding  in  construction  loans  to   owner/borrowers.   The  Bank
originated  $62.9  million and $24.9  million in  construction  loans on one- to
four-family  properties  during the fiscal  years  ended  December  31, 1998 and
December 31, 1997, respectively.

         Commercial Loans. The Bank originates commercial loans, which represent
a growing  portion of the Bank's  lending  activities.  At  December  31,  1998,
outstanding  commercial  loans amounted to $45.3 million.  At December 31, 1998,
the  largest  commercial  loan had a balance of $3.1  million  (reduced  to $1.6
million because of the  participation  in loan funding by other lenders) and was
secured by a condominium complex.

         Most of the bank's commercial  lending  activities are in loans secured
by  commercial  properties.  Such loans  consist  primarily of  permanent  loans
secured by small office buildings,  apartment buildings,  churches, and shopping
centers.  Commercial  real estate  secured  loans are  generally  originated  in
amounts up to 70% of the appraised  value of the property.  Such appraised value
is determined by an independent  appraiser which has been previously approved by
the  Bank.   Commercial  real  estate  loans  are  generally  originated  on  an
adjustable-rate  basis with the interest rate adjusting  annually and have terms
of up to 20 years.


                                        6

<PAGE>


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

         Loan Underwriting Risks. Construction financing is generally considered
to involve a higher degree of risk of loss than long-term financing on improved,
occupied real estate.  Risk of loss on a construction  loan is dependent largely
upon the accuracy of the initial  estimate of the property's value at completion
of construction  or development  and the estimated cost (including  interest) of
construction. During the construction phase, a number of factors could result in
delays and cost  overruns.  If the  estimate of  construction  cost proves to be
inaccurate,  it may be necessary for the Bank to advance funds beyond the amount
originally  committed to permit completion of the construction.  If the estimate
of value proves to be inaccurate, the Bank may be confronted, at or prior to the
maturity of the loan,  with  collateral  having a value which is insufficient to
assure full repayment. As a result of the foregoing,  construction lending often
involves the  disbursement  of substantial  funds with repayment  dependent,  in
part,  on the success of the  project.  If the Bank is forced to  foreclose on a
property prior to or at completion  due to a default,  there can be no assurance
that the Bank will be able to recover all of the unpaid  balance of, and accrued
interest on, the loan as well as related foreclosure and holding costs. The Bank
has sought to lessen this risk by  limiting  construction  lending to  qualified
borrowers in the Bank's  market area and by limiting the number of  construction
loans outstanding at any time.

         Loans secured by  commercial  real estate  generally  involve a greater
degree of risk than one- to  four-family  mortgage  loans and carry  larger loan
balances.  This increased credit risk is a result of several factors,  including
the  concentration of principal in a limited number of loans and borrowers,  the
effects of general economic conditions on income producing  properties,  and the
increased  difficulty  of  evaluating  and  monitoring  these  types  of  loans.
Furthermore,  the  repayment  of loans  secured  by  commercial  real  estate is
typically  dependent upon the successful  operation or management of the related
project or company. If the cash flow from the project or company is reduced, the
borrower's  ability to repay the loan may be impaired.  The Bank seeks to reduce
these risks in a variety of ways,  including limiting the size of such loans and
analyzing  the  financial  condition  of  the  borrower,   the  quality  of  the
collateral,  and the management of the property securing the loan. The Bank also
obtains personal guarantees and appraisals on each property.

         Consumer loans entail greater credit risk than do residential  mortgage
loans,  particularly in the case of consumer loans that are unsecured or secured
by assets that depreciate rapidly. In such cases,  repossessed  collateral for a
defaulted  consumer loan may not provide an adequate source of repayment for the
outstanding  loan and the remaining  deficiency  often does not warrant  further
substantial  collection  efforts  against the borrower.  In particular,  amounts
realizable on the sale of repossessed  automobiles may be significantly  reduced
based  upon the  condition  of the  collateral  and the lack of demand  for used
automobiles.

         The  retention  of ARMs in the  Bank's  portfolio  helps to reduce  the
Bank's exposure to changes in interest rates. However,  there are unquantifiable
credit risks that could result from potential increased payments to the borrower
as a result of the  repricing  of ARMs.  It is possible  that during  periods of
rapidly rising interest  rates,  the risk of default on ARMs may increase due to
the upward  adjustment of interest cost to the borrower.  In addition,  although
ARMs allow the Bank to increase the  sensitivity of its asset base to changes in
the interest rates,  the extent of this interest rate  sensitivity is limited by
the periodic and lifetime  interest  rate  adjustment  limits.  Because of these
considerations,  the Bank has no  assurance  that  yields on ARM  loans  will be
sufficient to offset increases in the Bank's cost of funds.


                                        7

<PAGE>


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

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

                                                         Year Ended December 31,
                                                         -----------------------
                                                            1998          1997
                                                         ---------     ---------
                                                            (In Thousands)
Total gross loans receivable at beginning of period....   $ 98,847       $56,330
                                                           -------        ------
Loans originated:
  Residential (1 to 4 family) mortgage.................     14,515        15,554
  Commercial, primarily real estate mortgage...........     23,641        30,333
  Real estate construction.............................     62,910        23,688
  Consumer and other installment.......................     14,071         2,235
                                                           -------        ------
Total loans originated.................................    115,137        71,810
                                                           -------        ------
Loans sold:
  Residential (1 to 4 family)..........................     17,177         1,854
Loans purchased........................................        370           750
Other loan activity:
  Loan principal repayments............................     73,820        28,189
                                                           -------        ------
Total gross loans receivable at end of period..........   $123,357       $98,847
                                                           =======        ======


                                        8

<PAGE>


         Loan  Delinquencies.  Loans  past due more  than 90 days are  placed on
nonaccrual and are  individually  examined for potential losses and the ultimate
collectibility  of funds due.  Loans are deemed to have no loss  exposure if the
value of the property  securing the loan exceeds the  receivable  balance on the
loan or collection is probable.  Specific  reserves are established to recognize
losses on nonaccruing loans on a case-by-case basis.

         Nonperforming  Loans.  The  following  table sets  forth the  aggregate
amount of restructured  loans and loans which were  contractually  past due more
than 90 days as to principal or interest  payments as of the dates indicated and
which are considered impaired loans.

                                                            At December 31, 
                                                        ---------------------- 
                                                          1998         1997
                                                          ----         ----
                                                        (Dollars in Thousands)
Nonperforming loans:
  Restructured........................................   $  --        $  --
  Nonaccrual (more than 90 days past due).............     112          366
                                                           ---         ----
      Total nonperforming loans.......................   $ 112        $ 366
                                                           ===         ====
Ratio of nonperforming loans as a percentage
of total loans, net...................................     .09%        0.38%
Ratio of nonperforming loans as a percentage
of total assets.......................................     .07%        0.29%


         During the years ended  December 31, 1998 and December 31, 1997,  gross
interest income of $3,540 and $30,000, respectively, would have been recorded on
nonperforming  loans,  under their original terms, if the loans had been current
throughout  those periods.  Interest income  recognized on  nonperforming  loans
during the years ended December 31, 1998 and December 31, 1997 was approximately
$98,000 and $14,000, respectively.


                                        9

<PAGE>



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

                                                             Year ended
                                                             December 31,
                                                      -------------------------
                                                         1998           1997
                                                         ----           ----
                                                        (Dollars in Thousands)

Total average loans outstanding....................    $114,457        $82,973
                                                        =======         ======
Allowance balance (at beginning of period).........    $    670        $   547
Provisions for loan losses.........................         275            127
Charge-offs:
  Real estate......................................          --             --
  Consumer.........................................           3              4
Recoveries:
  Consumer.........................................           1             --
                                                        -------         ------
Allowance balance (at end of period)...............    $    943        $   670
                                                        =======         ======
Allowance for loan losses as a percent of
  net loans receivable at end of period............         .77%           0.7%
Net loans charged off as a percent of
  average loans outstanding........................        .001%          .004%
Ratio of allowance for loan losses to total
  loans delinquent 90 days or more at end
  of period........................................         842%           183%
Ratio of allowance for loan losses to total
  loans delinquent 90 days or more and other
  nonperforming assets at end of period............         842%           183%


         The  allowance  is an  amount  that  management  has  determined  to be
adequate,  through its allowance for loan losses  methodology,  to absorb losses
inherent in existing loans and  commitments  to extend credit.  The allowance is
determined  through  consideration  of such factors as changes in the nature and
volume of the portfolio, overall portfolio quality, delinquency trends, adequacy
of  collateral,  loan  concentrations,  specific  problem  loans,  and  economic
conditions that may affect the borrowers' ability to pay.

         Real  Estate  Owned.  Real  estate  acquired by the Bank as a result of
foreclosure,  judgment,  or deed in lieu of  foreclosure  is  classified as real
estate  owned until it is sold.  When  property is so acquired it is recorded at
the  lower of the cost or fair  value.  The  Bank  had no real  estate  owned at
December 31, 1998.


                                       10

<PAGE>


Investment Securities Activities

         The Bank invests in specified  short term  securities,  mortgage backed
securities,  certain other  investments and the common stock of the Federal Home
Loan Bank of Atlanta.  The Bank's mortgage backed securities  portfolio consists
of participation  certificates issued by FHLMC and FNMA and secured by interests
in pools of conventional  mortgages originated by other financial  institutions.
The  Bank's  equity  investment  in the  Federal  Home Loan Bank of Atlanta is a
requirement of membership  and allows the bank to borrow at favorable  overnight
and longer term rates.

         During the years ended December 31, 1998 and 1997 the Company sold $3.0
million  and $9.0  million,  respectively,  of  available  for  sale  investment
securities.  The table sets forth certain information  relating to the Company's
investment  securities  portfolio at the dates  indicated.  All of the Company's
securities are classified as available for sale.

<TABLE>
<CAPTION>

                                                       At December 31,
                                            --------------------------------------
                                                   1998               1997
                                            ------------------  ------------------
                                            Amortized   Fair    Amortized   Fair
                                              Cost      Value     Cost      Value
                                            ---------  -------  ---------  -------
<S>                                         <C>       <C>       <C>       <C>    
Securities available for sale:
  U.S. Treasury and U.S. government
    agency obligations ...................   $29,138   $29,122   $ 7,984   $ 7,983
  Equity security ........................        64       134     1,244     1,580
  Municipal securities ...................      --        --         158       159
                                             -------   -------   -------   -------
    Total ................................    29,202    29,256     9,386     9,722
                                             -------   -------   -------   -------
Mortgage-backed securities:

    FHLMC ................................      --        --         235       234
    FNMA .................................       196       201     1,597     1,604
    GNMA .................................      --        --        --        --
                                             -------   -------   -------   -------
    Total ................................       196       201     1,832     1,838
                                             -------   -------   -------   -------
      Total investment and mortgage-backed
        securities portfolio .............   $29,398   $29,457   $11,218   $11,560
                                             =======   =======   =======   =======
</TABLE>


                                       11

<PAGE>


         Investment and Mortgage-backed  Securities  Portfolio  Maturities.  The
following  table sets forth certain  information  regarding the amortized  cost,
weighted  average  yields,  and  maturities  of  the  Company's  investment  and
mortgage-backed  securities  portfolio at December 31, 1998. Expected maturities
may differ from contractual  maturities  because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                                  At December 31, 1998
                               ----------------------------------------------------------------------------------------------------
                                     One Year          One to             Five to         More than                       
                                     or Less         Five Years          Ten Years        Ten Years                Total
                               ------------------ ------------------ ----------------- ----------------- --------------------------
                                         Weighted           Weighted          Weighted          Weighted          Weighted
                               Amortized Average  Amortized Average Amortized Average Amortized Average Amortized Average    Fair
                                 Cost     Yield    Cost      Yield    Cost     Yield    Cost     Yield    Cost     Yield     Value
                                -------- -------  -------  -------- -------- -------- --------- ------- --------- -------   -------
                                                            (Dollars in Thousands)
<S>                              <C>      <C>    <C>        <C>      <C>      <C>      <C>      <C>     <C>        <C>    <C>  
Securities available for sale:
 U.S. Treasury and U.S. govern-
  ment agency obligations ....... $7,954   4.99%  $20,674    5.70%    $510     5.93%    $  --      --%   $29,138    5.32%  $29,122
 Mortgage-backed securities .....     --     --        --      --       --       --       196     7.2        196     7.2       201
 Equity security ................     --     --        --      --       --       --        --      --         --      --        --
 Municipal securities(1) ........     --     --        --      --       --       --        64      --         64      --       134
                                   -----           ------             ----               ----             ------            ------
Total investment and mortgage-                                               
 backed securities portfolio .... $7,954   4.99%  $20,674    5.70%    $510     5.93%    $ 260     7.2%   $29,398    5.51%  $29,457
                                   =====           ======              ===               ====             ======            ======
</TABLE>
                                                                        
------------------------
(1)      The  weighted  average  yield  for  municipal  securities  has not been
         computed on a tax equivalent basis.


                                       12

<PAGE>


Sources of Funds

         General.  The major  sources of the Bank's  funds for lending and other
investment purposes are deposits, scheduled principal repayments, and prepayment
of loans and mortgage-backed  securities,  maturities of investment  securities,
and  operations.  Scheduled  loan principal  repayments are a relatively  stable
source of funds,  while deposit  inflows and outflows and loan  prepayments  are
significantly  influenced by general interest rates and market  conditions.  The
Bank also has access to advances from the FHLB of Atlanta.

         Deposits.  Customer deposits are attracted  principally from within the
Bank's primary market area through the offering of a broad  selection of deposit
instruments including demand deposit accounts, checking accounts, savings, money
market deposit,  term certificate  accounts,  and individual retirement accounts
("IRAs").  Deposit account terms vary according to the minimum balance required,
the time period the funds must remain on deposit and the interest rate.

         The following table indicates the amount of the Bank's time deposits of
$100,000 or more by time remaining until maturity at December 31, 1998.

                Maturity                          Amount
     ---------------------------------------  --------------
                                              (In Thousands)
     3 months or less........................     $ 4,030
     3-6 months..............................       1,828
     6-12 months.............................       9,638
     Over 12 months..........................       2,945
                                                   ------
                                                  $18,441
                                                   ======

Borrowings

         Deposits  are the  primary  source of funds of the Bank's  lending  and
investment activities and for its general business purposes. The Bank may obtain
advances  from the FHLB of Atlanta to supplement  its supply of lendable  funds.
Advances from the FHLB of Atlanta may be secured by a pledge of the Bank's stock
in the FHLB of  Atlanta  and a portion of the Bank's  first  mortgage  loans and
certain  other  assets.  At December 31,  1998,  the Bank had $0 in secured FHLB
advances.

Subsidiary Activity

         The  Company  has one  wholly  owned  subsidiary,  the  Bank,  which is
chartered under the laws of the State of Georgia. At December 31, 1998, the Bank
had one wholly owned  subsidiary,  CCF  Financial  Services,  Inc. CCF Financial
Services,  Inc., a  Georgia-chartered  corporation,  was formed in 1996 to enter
into a leasing  arrangement  with a third party  corporation to offer nondeposit
investment  products to  customers  of the Bank.  The Bank's  investment  in its
subsidiary totaled $1,000 at December 31, 1998.

Personnel

         As of December  31, 1998,  the Bank had 65  full-time  and 18 part-time
employees.  The Company does not have any employees other than officers. None of
the Bank's employees are represented by a collective bargaining group.


                                       13

<PAGE>


Regulation

         Set forth below is a brief  description of certain laws which relate to
the regulation of the Company and the Bank. The description  does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulations.

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

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

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

         The BHC Act generally prohibits the Company from engaging in activities
other  than  banking  or  managing  or  controlling  banks or other  permissible
subsidiaries  and from acquiring or retaining  direct or indirect control of any
company engaged in any activities other than those activities  determined by the
Federal  Reserve to be so closely  related to banking or managing or controlling
banks as to be a proper incident  thereto.  In determining  whether a particular
activity  is  permissible,   the  Federal  Reserve  must  consider  whether  the
performance of such an activity  reasonably can be expected to produce  benefits
to the public, such as greater convenience,  increased competition,  or gains in
efficiency,  that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest, or unsound
banking  practices.  For example,  factoring accounts  receivable,  acquiring or
servicing  loans,  leasing personal  property,  conducting  discount  securities
brokerage  activities,  performing certain data processing  services,  acting as
agent or broker in selling  credit life  insurance  and  certain  other types of
insurance  in  connection  with  credit  transactions,  and  performing  certain
insurance  underwriting  activities  all have  been  determined  by the  Federal
Reserve to be permissible activities of bank holding companies. The BHC Act does
not place territorial  limitations on permissible non-banking activities of bank
holding companies.  Despite prior approval, the Federal Reserve has the power to
order

                                       14

<PAGE>


a holding company or its  subsidiaries to terminate any activity or to terminate
its  ownership  or control of any  subsidiary  when it has  reasonable  cause to
believe  that  continuation  of such  activity  or  such  ownership  or  control
constitutes a serious risk to the financial safety,  soundness,  or stability of
any bank subsidiary of that bank holding company.

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

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

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

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

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

         The  minimum  guideline  for the ratio (the "Total  Risk-Based  Capital
Ratio") of total capital  ("Total  Capital") to  risk-weighted  assets is 8%. At
least  half of that  capital  level  must  consist  of  common  stock,  minority
interests in the equity  accounts of  consolidated  subsidiaries,  noncumulative
perpetual  preferred  stock,  and  a  limited  amount  of  cumulative  perpetual
preferred  stock,  less  goodwill and certain other  intangible  assets ("Tier 1
Capital").  The  remainder may consist of  subordinated  debt,  other  preferred
stock, and a limited amount of loan loss reserves ("Tier 2 Capital").

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


                                       15

<PAGE>


         The Company and the Bank were in  compliance  with  applicable  minimum
capital requirements as of December 31, 1998.

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

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

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

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

<TABLE>
<CAPTION>
                                                             Total
                                                          Risk-Based               Tier 1 Risk-
Capital Category              Tier 1 Capital                Capital                Based Capital
----------------          -----------------------   -----------------------   ------------------
<S>                        <C>                        <C>                       <C>         
Well Capitalized                5% or more                10% or more                6% or more

Adequately                                           
Capitalized                     4% or more                 8% or more                4% or more           

Undercapitalized                less than 4%               less than 8%              less than 4%          

Significantly
Undercapitalized                less than 3%               less than 6%              less than 3%          

Critically                      2% or less
Undercapitalized              tangible equity                 --                        --               

</TABLE>


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

         An institution that is categorized as  undercapitalized,  significantly
undercapitalized,  or  critically  undercapitalized  is  required  to  submit an
acceptable capital restoration plan to its appropriate federal banking agency. A
bank holding  company must  guarantee that a subsidiary  depository  institution
meets  its  capital  restoration  plan,  subject  to  certain  limitations.  The
obligation of a controlling holding company

                                       16

<PAGE>


to  fund a  capital  restoration  plan  is  limited  to the  lesser  of 5% of an
undercapitalized  subsidiary's  assets or the amount required to meet regulatory
capital  requirements.   An  undercapitalized   institution  is  also  generally
prohibited  from  increasing  its average  total  assets,  making  acquisitions,
establishing  any branches,  or engaging in any new line of business,  except in
accordance with an accepted capital restoration plan or with the approval of the
FDIC.

         At December  31, 1998,  the Bank had the  requisite  capital  levels to
qualify as well capitalized.

         Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank
are insured by the SAIF to a maximum of  $100,000  for each  insured  member (as
defined by law and  regulation).  Insurance of deposits may be terminated by the
FDIC  upon a finding  that the  institution  has  engaged  in unsafe or  unsound
practices,  is in an unsafe or unsound  condition to continue  operations or has
violated any applicable law, regulation, rule, order or condition imposed by the
FDIC or the institution's primary regulator.

         Previously, as a member of the SAIF, the Bank paid an insurance premium
to the FDIC  equal to a minimum  of 0.23% of its total  deposits.  The FDIC also
maintains  another  insurance  fund,  the Bank  Insurance  Fund  ("BIF"),  which
primarily insures commercial bank deposits.  The Bank did not become a member of
the  BIF  in  connection  with  its  conversion  from  a  federal  thrift  to  a
Georgia-chartered  commercial  bank. In 1996, the annual  insurance  premium for
most BIF members was lowered to $2,000.  The lower  insurance  premiums  for BIF
members placed SAIF members at a competitive disadvantage to BIF members.

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

         Proposed   Legislation  and  Regulatory  Action.  New  regulations  and
statutes are regularly proposed that contain wide-ranging proposals for altering
the  structures,  regulations  and  competitive  relationships  of the  nation's
financial institutions. It cannot be predicted whether or what form any proposed
regulation or statute will be adopted or the extent to which the business of the
Company may be affected by such regulation or statute.

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

         (a) Properties.

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

         The Bank obtains rental income through the leasing of space in its main
office  building.  During the fiscal years ended  December 31, 1998 and December
31, 1997, such rental income was $21,240 and $43,000, respectively.


                                       17

<PAGE>



         (b) Investment Policies.

         See "Item 1.  Description of Business" above for a general  description
of the Bank's  investment  policies and any  regulatory  or Board of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  All of the
Bank's  investment  policies are reviewed and approved by the Board of Directors
of the Bank, and such policies, subject to regulatory restrictions (if any), can
be changed without a vote of stockholders.  The Bank's investments are primarily
acquired to produce income, and to a lesser extent, possible capital gain.

         (1)  Investments in Real Estate or Interests in Real Estate.  See "Item
1.  Description of Business - Lending  Activities,"  and "Item 2. Description of
Property. (a) Properties" above.


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

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

         (c)  Description of Real Estate and Operating Data.

         Not Applicable.

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

         The  Company  and the Bank,  from time to time,  are party to  ordinary
routine  litigation,  which  arises in the normal  course of  business,  such as
claims to enforce liens,  condemnation  proceedings,  on properties in which the
Bank holds security interests, claims involving the making and servicing of real
property loans, and other issues incident to the business of the Company and the
Bank.  In the opinion of  management,  no material  loss is expected from any of
such pending claims or lawsuits.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the fiscal year ended December 31, 1998.

                                     PART II


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

         The  information  contained under the section  captioned  "Stock Market
Information" on page 2 of the Company's  Annual Report for the fiscal year ended
December 31, 1998 (the "Annual Report"), is incorporated herein by reference.

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

         The  information  contained  in  the  section  captioned  "Management's
Discussion  and  Analysis"  in the  Annual  Report  is  incorporated  herein  by
reference.

                                       18

<PAGE>


Item  7.  Financial Statements
------------------------------

         The Company's  consolidated  financial  statements in the Annual Report
are incorporated herein by reference.  These statements are listed under Item 13
of this report.  The audit report of the prior independent  auditors is provided
below.


                                       19

<PAGE>


                              [KPMG LLP LETTERHEAD]

                          Independent Auditors' Report


The Board of Directors
CCF Holding Company

We have  audited  the  consolidated  balance  sheet of CCF  Holding  Company and
subsidiary (the "Company") as of December 31, 1997 and the related  consolidated
statements of earnings,  comprehensive  income,  stockholders'  equity, and cash
flows for the years ended  December 31, 1997 and September 30, 1996, and for the
three-month  period  ended  December  31,  1996.  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 financial position of CCF Holding Company
and subsidiary as of December 31, 1997, and the results of their  operations and
their cash flows for the years ended  December 31, 1997 and  September 30, 1996,
and for the  three-month  period ended  December 31, 1996,  in  conformity  with
generally accepted accounting principles.

/s/ KPMG LLP    
------------
    KPMG LLP


Atlanta, Georgia
February 6, 1998


                                       20

<PAGE>


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

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

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

                                    PART III

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

         The information  contained under the section captioned "I - Information
with Respect to Nominees  for  Director,  Directors  Continuing  in Office,  and
Executive  Officers"  in  the  Company's  definitive  proxy  statement  for  the
Company's  Annual  Meeting  of  Stockholders  to be held on April 27,  1999 (the
"Proxy Statement") is incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

         The  information  contained under the section  captioned  "Director and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.


Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the section  captioned  "Voting  Securities  and
                  Principal Holders Thereof" in the Proxy Statement.


                                       21

<PAGE>
         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference  to the  section  captioned  "I -  Information  with
                  Respect to Nominees  for  Director,  Directors  Continuing  in
                  Office, and Executive Officers" in the Proxy Statement.

         (c)      Management of the Company knows of no arrangements,  including
                  any pledge by any person of  securities  of the  Company,  the
                  operation of which may at a subsequent date result in a change
                  in control of the Registrant.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

         The  information  required  by this  item  is  incorporated  herein  by
reference  to  the  section   captioned   "Certain   Relationships  and  Related
Transactions" and "Voting Securities and Principal Holders Thereof" in the Proxy
Statement.

Item 13.  Exhibits, List and Reports on Form 8-K
------------------------------------------------

(a)(1)   The Consolidated Financial Statements, including the notes thereto, and
         Independent  Auditors'  Report  included in the Annual  Report,  listed
         below, are incorporated herein by reference.

         1.       Report of Certified Public Accountants

         2.       CCF Holding Company and Subsidiary

                  (a)      Consolidated  Balance  Sheets at  December  31,  1998
                           and December 31, 1997
                  (b)      Consolidated  Statements  of  Earnings  for the years
                           ended December 31, 1998  and December  31, 1997,  the
                           three  months  ended  December 31, 1996  and the year
                           ended September 30, 1996
                  (c)      Consolidated  Statements of Comprehensive  Income for
                           the years ended  December  31, 1998 and  December 31,
                           1997,  the three months ended  December 31, 1996, and
                           the year ended September 30, 1996
                  (d)      Consolidated  Statements of Stockholders'  Equity for
                           the years ended  December  31, 1998 and  December 31,
                           1997,  the three months  ended  December 31, 1996 and
                           the year ended September 30, 1996
                  (e)      Consolidated  Statements  of Cash Flows for the years
                           ended  December 31, 1998 and  December 31, 1997,  the
                           three  months  ended  December  31, 1996 and the year
                           ended September 30, 1996
                  (f)      Notes to Consolidated Financial Statements

(a)(2)  All schedules  have  been omitted  because the required  information  is
        either inapplicable or included  in the Notes to Consolidated  Financial
        Statements.

(a)(3)  Exhibits  are  either  filed  or  attached  as part of  this  Report  or
        incorporated herein by reference.

                  3.1      Articles of Incorporation of CCF Holding Company*

                  3.2      Bylaws of CCF Holding Company**

                  10.1     Management Stock Bonus Plan***

                                       22

<PAGE>

                  10.2     1995 Stock Option Plan***

                  10.3     Employment Agreement with David B. Turner

                  10.4     Employment or Change in Control Agreements with other
                           executive officers

                  13       Annual Report  to  Stockholders for the  fiscal  year
                           ended December 31, 1998

                  21       Subsidiaries of the Registrant

                  23.1     Consent of KPMG LLP

                  23.2     Consent of Porter Keadle Moore, LLP

                  27       Financial Data Schedule

(b)               Reports on Form 8-K.

                  None.

(c)               Exhibits to this Form 10-KSB  are  attached or incorporated by
                  reference as stated above.

-------------------------
*        Incorporated by reference to exhibit 3(i) of the Registrant's Quarterly
         Report on Form 10-QSB for the quarterly period ended September 30, 1998
         (File No. 0-25846).
**       Incorporated  by  reference  to exhibit 3.2  of the Registrant's Annual
         Report  on  Form 10-KSB  for the  fiscal year  ended  December 31, 1997
         (File No. 0-25846).
***      Incorporated by reference to the  Registrant's  proxy statement for the
         annual meeting of stockholders  held January 23, 1996 as filed with the
         Commission on December 15, 1995 (File No. 0-25846).


                                       23

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       CCF HOLDING COMPANY



Dated:  March 26, 1999                 By: /s/David B. Turner        
                                           -------------------------------------
                                           David B. Turner
                                           President, Chief Executive Officer,
                                           and Director 
                                           (Duly Authorized Representative)

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this  Report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on March 26, 1999.


By:   /s/David B. Turner                  By:  /s/John B. Lee, Jr.          
      -------------------------------          -------------------------------
      David B. Turner                          John B. Lee, Jr.
      President, Chief Executive               Chairman of the Board
      Officer and Director (Principal
      Executive Officer)


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


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