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, 2001
            ________________________________________________

                    Commission File Number 0-25929

                     THOMASVILLE BANCSHARES, INC.

                        A Georgia Corporation
             (IRS Employer Identification No.58-2175800)
                        301 North Broad Street
                      Thomasville, Georgia 31792
                            (229) 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:

                       Common Stock, $1.00 par value
                       -----------------------------

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, 2001:   $11,349,551

The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant (1,082,799 shares) on March 15, 2002 was
$17,324,784.  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.

The number of shares outstanding of the Registrant's Common Stock, as of
March 25, 2002: 1,395,000 shares of $1.00 par value Common Stock.

                     DOCUMENTS INCORPORATED BY REFERENCE
                     -----------------------------------

Portions of the registrant's definitive Proxy Statement to be delivered to
shareholders in connection with its 2002 Annual Meeting of Shareholders are
incorporated by reference in response to Part III of this Report.

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 2002 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., a Georgia corporation (the "Company"),
was formed in March 1995 to act as the holding company for Thomasville
National Bank (the "Bank").  The Bank opened for business in October 1995,
and presently operates two branches in Thomasville, Georgia.  The Bank is a
full service commercial bank, without trust powers, and 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.

	The holding company structure was adopted as a mechanism to enhance the
Bank's ability to serve its future customers' requirements for financial
services.  The Company provides flexibility for expansion of the banking
business through the 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, or raise capital otherwise in a manner which is
unavailable to the Bank under existing banking regulations.

MARKET AREA AND COMPETITION

	The market area of the Bank consists of Thomas County, Georgia and is
focused on Thomasville, the county seat. Thomas County has been experiencing
steady growth in both jobs and banking deposits in recent years.
[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 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
18,162 and 42,737, respectively.  The median household income in Thomas
County in 2001 was approximately $21,142 and the unemployment rate was 3.9%
as of December 2001.  Real estate values in the Bank's market area have
generally appreciated over the last five years.

	Competition among financial institutions in the Bank's market area is
intense.  There are three commercial banks and 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 four credit unions headquartered in Thomas
County.

	Financial institutions primarily compete with one another for deposits.
In turn, a bank's deposit base directly affects the 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 offering of
unique financial services products.  The Bank is competing with financial
institutions that have much greater financial resources, and that may be able
to offer more 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.

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, 2001 and 2000.  This
presentation includes all major categories of interest-earning assets and
interest-bearing liabilities:

                                        Year Ended           Year Ended
                                     December 31, 2001    December 31, 2000
                                     -----------------    -----------------
     Average Consolidated Assets
     ---------------------------
Cash and due from banks                $  3,967,783         $  3,617,758
                                       ------------         ------------
Tax-exempt securities                       -  -                 121,918
Taxable securities                        9,076,158            7,459,190
Federal funds sold                        5,133,405            3,193,656
Net loans                               119,551,575           99,289,816
                                       ------------         ------------
     Total interest-earning assets     $133,761,138         $110,064,580
Other assets                              5,390,064            5,557,934
                                       ------------         ------------
     Total assets                      $143,118,985         $119,240,272
                                       ============         ============

Average Consolidated Liabilities And Stockholders' Equity
---------------------------------------------------------
Non-interest-bearing deposits          $ 14,355,929         $ 13,280,206
NOW and money market deposits            57,151,326           43,374,521
Savings deposits                          3,384,723            3,063,659
Time deposits                            51,192,465           43,759,960
Other borrowings                          2,923,481            2,918,698
Other liabilities                           698,854              805,542
                                       ------------         ------------
Total liabilities                      $129,706,778         $107,202,586

Stockholders' equity                     13,412,207           12,037,686
                                       ------------         ------------

Total liabilities
 and stockholders' equity              $143,118,985         $119,240,272
                                       ============         ============

	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, 2001
                                          ----------------------------
                                         Average       Interest     Average
           Assets                        Amount      Earned/Paid   Yield/Rate
           ------                        -------       --------     -------
   Taxable securities                  $  9,076,158    $  588,166     6.48%
   Federal funds sold                     5,133,405       190,606     3.71%
   Net loans                            119,551,575(1)  9,760,452(2)  8.16%
                                        -----------    ----------
    Total earning assets               $133,761,138   $10,539,224     7.88%
                                        ==========     ==========

         Liabilities
         -----------
   NOW and money market deposits       $ 57,151,326   $ 1,976,502     3.46%
   Savings deposits                       3,384,723        93,218     2.75%
   Time deposits                         51,192,465     3,000,036     5.86%
   Other borrowings                       2,923,481       138,262     4.73%
                                        -----------    ----------
    Total interest-bearing liabilities $114,651,995   $ 5,208,018     4.54%
                                        ===========    ==========

   Net yield on earning assets                                        3.99%
                                                                      ====

----------------------
(1)  At December 31, 2001, $595,646 in loans were not accruing interest.
(2)  Interest earned on net loans includes $260,881 in loan fees and loan
     service fees.

                                          Year Ended December 31, 2000
                                          ----------------------------
                                         Average       Interest     Average
           Assets                        Amount      Earned/Paid   Yield/Rate
           ------                        -------       --------     -------
   Tax-exempt securities               $    121,918    $    4,227     5.25%(1)
   Taxable securities                     7,459,190       441,161     5.91%
   Federal funds sold                     3,193,656       201,287     6.30%
   Net loans                             99,289,816(2)  9,226,566(3)  9.29%
                                        -----------     ---------
    Total earning assets               $110,064,580    $9,873,241     8.97%
                                        ==========      =========

         Liabilities
         -----------
   NOW and money market deposits       $ 43,374,521    $1,802,192     4.15%
   Savings deposits                       3,063,659        91,895     3.00%
   Time deposits                         43,759,960     2,616,346     5.98%
   Other borrowings                       2,918,698       159,582     5.47%
                                        -----------     ---------
    Total interest-bearing liabilities $ 93,116,838    $4,670,015     5.02%
                                        ===========     =========

   Net yield on earning assets                                        4.72%
                                                                      ====

----------------------
(1)  The average yield on tax-exempt securities is tax equivalent.
(2)  At December 31, 2000, $118,256 in loans were not accruing interest.
(3)  Interest earned on net loans includes $189,268 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
during 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, 2001
                                              Compared to
                                       Year Ended December 31, 2000
                                       ----------------------------
                                       Increase (decrease) due to:
                                     Volume        Rate         Total
                                     ------        ----         -----
                                               (In $ thousands)
Interest earned on:
   Tax-exempt securities            $      (4)   $  --        $      (4)
   Taxable securities                     102          45           147
   Federal funds sold                      23         (34)          (11)
   Net loans                            1,322        (788)          534
                                    ---------    --------     ---------
      Total interest income             1,443        (777)          666
                                    ---------    --------     ---------

Interest paid on:
   NOW and money market deposit           365        (191)          174
   Savings deposits                         1       --                1
   Time deposits                          436         (52)          384
   Other borrowings                         1         (22)          (21)
                                    ---------    --------     ---------
      Total interest expense              803        (265)          538
                                    ---------    --------     ---------
Change in net interest income       $     640    $   (512)    $     128
                                    =========    ========     =========


                                       Year Ended December 31, 2000
                                              Compared to
                                       Year Ended December 31, 1999
                                       ----------------------------
                                       Increase (decrease) due to:
                                     Volume        Rate         Total
                                     ------        ----         -----
                                               (In $ thousands)
Interest earned on:
   Tax-exempt securities            $     (13)   $      1     $     (12)
   Taxable securities                     106           9           115
   Federal funds sold                    (161)        125           (36)
   Net loans                            1,634         252         1,886
                                    ---------    --------     ---------
      Total interest income             1,566         387         1,953
                                    ---------    --------     ---------

Interest paid on:
   NOW and money market deposit           364         180           544
   Savings deposits                        19       --               19
   Time deposits                          267         184           451
   Other borrowings                        68           8            76
                                    ---------    --------     ---------
      Total interest expense              718         372         1,090
                                    ---------    --------     ---------
Change in net interest income       $     848    $     15     $     863
                                    =========    ========     =========

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 and returned check charges.

	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, 2001        December 31, 2000
                            ---------------------    --------------------
                             Average     Average     Average     Average
  Deposit Category           Amount     Rate Paid    Amount     Rate Paid
  ----------------           -------    ---------    -------    ---------
  Non interest-bearing
    demand deposits        $14,355,929     N/A      $13,280,206    N/A
  NOW and money
    market deposits         57,151,326    3.46%      43,374,521   4.15%
  Savings deposits           3,384,723    2.75%       3,063,659   3.00%
  Time deposits             51,192,465    5.86%      43,759,960   5.98%

	The following table indicates amounts outstanding of time certificates
of deposit of $100,000 or more and respective maturities at December 31,
2001:
                                         Time Certificate
                                           of Deposits
                                         ----------------
             3 months or less              $ 6,726,718
             3-6 months                      3,111,675
             6-12 months                     6,625,214
             over 12 months                  8,909,086
                                            ----------
               Total                       $25,372,693
                                            ==========

LOAN PORTFOLIO

	The Bank engages in a full complement of lending activities, including
commercial/industrial, consumer and real estate loans.  As of December 31,
2001, the Bank had a legal lending limit for unsecured loans of up to
$1,950,000 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 its 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 as of the dates indicated and the total amount of
all loans for such periods:

                                              As of               As of
Type of Loan                            December 31, 2001   December 31, 2000
------------                            -----------------   -----------------
Commercial, financial and agricultural     $ 40,032,109        $ 29,605,383
Real estate-construction                      6,333,530           3,510,851
Real estate-mortgage                         80,747,146          64,975,926
Installment and
  other loans to individuals                  8,787,723          10,391,363
                                            -----------         -----------
Subtotal                                    135,900,508         108,483,523
Less: Allowance for possible loan losses     (1,564,769)         (1,365,057)
                                            -----------         -----------
  Total (net of allowances)                $134,335,739        $107,118,466
                                            ===========         ===========

	The following is a presentation of an analysis of maturities of certain
loans as of December 31, 2001:

                             Due in 1    Due After 1 to   Due After
Type of Loan               Year of Less     5 Years        5 Years      Total
------------               ------------  --------------   ----------    -----
                                              (In thousands)
Commercial, financial
  and agricultural           $30,613        $8,898          $ 521      $40,032
Real estate-construction       6,334          --              --         6,334
                              ------         -----           ----       ------
                             $36,947        $8,898          $ 521      $46,366
                              ======         =====           ====       ======

     For the above loans, the following is a presentation of an analysis of
sensitivities to changes in interest rates as of December 31, 2001:

                              Due in 1    Due After 1 to   Due After
Type of Loan                Year of Less     5 Years        5 Years      Total
------------                ------------  --------------   ----------    -----
                                                 (In thousands)
Predetermined interest rate   $ 8,133        $3,619          $ --       $11,752
Floating interest rate         28,814         5,279             521      34,614
                               ------         -----           -----      ------
                              $36,947        $8,898          $  521     $46,366
                               ======         =====           =====      ======

	The Bank considers impaired loans to include all restructured loans,
loans on which the accrual of interest has been discontinued and all other
loans which are performing according to the loan agreement, but may have
substantive indication of potential credit weakness.  At December 31, 2001
and 2000, the total recorded investment in impaired loans, all of which had
allowances determined in accordance with FASB Statements No. 114 and No. 118,
amounted to approximately $4,640,644 and $3,295,241, respectively.  The
average recorded investment in impaired loans amounted to approximately
$3,835,462 and $1,813,399 for the years ended December 31, 2001 and 2000,
respectively.  The allowance for loan losses related to impaired loans
amounted to approximately $934,727 and $683,847 at December 31, 2001 and
2000, respectively.  Interest income recognized on impaired loans for the
years ended December 31, 2001 and 2000 amounted to $351,311 and $178,982,
respectively.  The amount of interest recognized on impaired loans using the
cash method of accounting was not material for the years ended December 31,
2001 and 2000.  The Bank has no commitments to lend additional funds to
borrowers whose loans have been modified.

	As of December 31, 2001, 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.

	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,
2001, no loans were over 90 days past due but still accruing interest.  As of
December 31, 2001, seven loans with an aggregate principal balance of $555,097
were considered to be "troubled-debt restructured," and 24 loans with an
aggregate balance of $595,646 were on non-accrual status.


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
                                                      December 31,
                                                    ----------------
                                                     2001          2000
                                                     ----          ----

   Balance at beginning of period                 $1,365,057     $1,109,707
                                                   ---------      ---------

   Charge-offs:
    Real estate loans                             $  (61,265)    $ (203,014)
    Installment and other loans to individuals      (118,423)       (36,825)
    Commercial, financial, agricultural              (51,290)       (18,875)
   Recoveries                                         15,690          4,064
                                                   ---------      ---------
   Net charge-offs                                  (215,288)      (254,650)
   Additions charged to operations                   415,000        510,000
                                                   ---------      ---------
   Balance at end of period                       $1,564,769     $1,365,057
                                                   =========      =========

   Ratio of net charge-offs during the
    period to average loans outstanding
    during the period                                 0.18%         0.26%
                                                      =====         =====

	At December 31, 2001 and 2000 the allowance was allocated as follows:

                                             At                    At
                                      December 31, 2001     December 31, 2000
                                     -------------------   -------------------
                                                Percent               Percent
                                               of loans              of loans
                                                in each               in each
                                               category              category
                                               to total              to total
                                     Amount      loans     Amount      loans
                                     -------   ---------   -------   ---------
Commercial, financial
 and agricultural                  $  510,000     29.5%  $  396,000     27.3%
Real estate - construction            103,000      4.7%      67,000      3.2%
Real estate - mortgage                771,000     59.3%     706,000     59.9%
Installment and other loans
 to individuals                       146,000      6.5%     164,000      9.6%
Unallocated                            34,769      N/A       32,057      N/A
                                   ----------    -----   ----------    -----
   Total                           $1,564,769    100.0%  $1,365,057    100.0%
                                   ==========    =====   ==========    =====

LOAN LOSS RESERVE

	In considering the adequacy of the Bank's allowance for possible
loan losses, management has focused on the fact that as of December 31, 2001,
29.5% of outstanding loans are in the category of commercial loans, which
includes commercial, industrial and agricultural loans.  Commercial loans are
generally considered by management as having greater risk than other
categories of loans in the Bank's loan portfolio.  However, 93.5% of these
commercial loans at December 31, 2001 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 Bank's consumer loan portfolio is also well secured.  At
December 31, 2001, 91.2%  of the Bank'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 59.3% of outstanding loans at
December 31, 2001.  The loans in this category represent residential and
commercial real estate mortgages where the amount of the original loan
generally does not exceed 85% 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
Office of the Comptroller of the Currency (the "OCC"), also conducts an
annual examination of the loan portfolio.  Upon completion, the OCC 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, 2001, investment securities comprised approximately
4.7% of the Bank's assets and net loans comprised approximately 87.6% 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 dates indicated, the book value
of the Bank's investments.  All securities held at December 31, 2001 and 2000
were categorized as available-for-sale.

                                                    December 31,
                                                    ------------
                                                2001             2000
                                                ----             ----
  Obligations of U.S. Treasury
    and other U.S. Agencies                  $ 5,792,695     $10,825,563
  Corporate equity                               240,000         240,000
  Other securities                               466,667           --
  Federal Reserve and
    Federal Home Loan Bank stock                 635,800         570,500
                                              ----------      ----------
  Total                                      $ 7,135,162     $11,636,063
                                              ==========      ==========

	The following table indicates as of December 31, 2001 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
                                          Amount           Yield
                                          ------       ----------------
  Obligation of U.S. Treasury
   and other U.S. Agencies:
     0 - 1 years                        $ 2,045,089           5.36%
     Over 1 through 5 years               2,969,356           5.15%
     Over 5 through 10 years                778,250           5.68%
  Other securities
     Over 5 through 10 years                466,667          10.13%

  Federal Reserve Bank and Federal
   Home Loan Bank Stock, no maturity        635,800           6.78%

  Corporate equity, no maturity             240,000            --
                                         ----------

  Total                                 $ 7,135,162           5.57%
                                         ==========           =====

RETURN ON EQUITY AND ASSETS

	Returns on average consolidated assets and average consolidated equity
for the periods indicated were as follows:

                                         Years ended December 31,
                                         ------------------------
                                            2000          1999
                                            ----          ----
Return on Average Assets                    1.18%         1.27%
Return on Average Equity                   12.50%        12.60%
Average Equity to Average Assets Ratio      9.40%        10.10%
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 purchases 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 OCC 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, 2001, the
Bank had outstanding participations totaling $4,558,708.

DATA PROCESSING

	The Bank performs a full range of data processing services internally,
including an automated general ledger, deposit accounting, commercial, real
estate and installment lending data processing, central information file and
ATM processing.

EMPLOYEES

	At March 15, 2002, the Bank employed 38 persons on a full-time
basis, including nine officers, and two persons on a part-time basis.
The Bank plans to hire additional persons as needed, including additional
tellers and financial service representatives.

MONETARY POLICIES

	The results of operations of the Bank are 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

      GENERAL

	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 regulatory agencies, including the
Federal Reserve Board, the Office of the Comptroller of the Currency
("OCC"), the Georgia Banking 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 of 1956, as amended, 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, restrictions on interstate acquisition of banks by bank holding
companies were repealed, such that the Company, or any other bank holding
company located in Georgia, may acquire a bank located in any other state,
and a bank holding company located outside Georgia may 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
has elected to prohibit out-of-state banks from operating interstate branches
within its territory, 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 is 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 remains subject to
applicable state branching laws.  The State of Georgia has 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.  Establishment of de novo
bank branches in Georgia by out-of-state financial institutions is not
permitted under Georgia law.

	A bank holding company which has not elected to become a financial
holding company under the Gramm-Leach-Bliley Act, as discussed below, will
generally be 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, bank holding companies may still
engage in 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.

	The list of permissible nonbanking activities includes the following
activities:  extending credit and servicing loans; acting as investment or
financial advisor to any person, with certain limitations; leasing personal
and real property or acting as a broker with respect thereto; providing
management and employee benefits consulting advice and career counseling
services to nonaffiliated banks and nonbank depository institutions;
operating certain nonbank depository institutions; performing certain trust
company functions; providing certain agency transactional services, including
securities brokerage services, riskless principal transactions, private
placement services, and 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 check-guaranty, collection agency and credit bureau services;
engaging in asset management, servicing and collection activities; providing
real estate settlement services; acquiring certain debt which is in default;
underwriting and dealing in obligations of the United States, the states and
their political subdivisions; engaging as a principal in foreign exchange
trading and dealing in precious metals; providing other support services such
as courier services and the printing and selling of checks; and investing in
programs designed to promote community welfare.

	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
benefits to the public, such 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
must obtain approval of the Federal Reserve Board to engage in any activity
not previously approved by the Federal Reserve Board or to modify in any
material respect an activity for which Federal Reserve Board approval had
been obtained.

	The Company is also regulated by the Georgia Banking Department under
the Financial Institutions Code of Georgia, which requires a Georgia bank
holding company to obtain the prior approval of the Georgia Banking
Department before (i) acquiring 5% or more of the voting shares of any bank;
or (ii) all or substantially all of the assets of a bank; or (iii) before
merging or consolidating with any other bank holding company; or (iv) taking
any action that causes any company to become a bank holding company; or (v)
taking any action that causes a bank to become a subsidiary of a 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 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 OCC
and, to a limited extent, the FDIC and the Federal Reserve Board.  With
respect to expansion, a national bank situated in the State of Georgia must
obtain the prior approval of the Georgia Banking Department before
establishing any branch offices or bank facilities.  The Bank is also subject
to 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 when dealing with the Company and other affiliates.  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 such person up to an additional 10% of its unimpaired capital and
surplus, provided that each loan or extension of credit is 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.  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, and loans
or extensions of credit which have the approval of the OCC and which are made
to a financial institution or to any agent in charge of the business and
property of a financial institution.

      GRAMM-LEACH-BLILEY

      The Gramm-Leach-Bliley Act, also known as the Financial Services
Modernization Act of 1999 ("GLBA"), enacted in 1999, enables bank holding
companies to acquire insurance companies and securities firms and effectively
repeals depression-era laws, that prohibited the affiliation of banks and
these other financial services entities under a single holding company. Bank
holding companies, and other types of financial services entities, may elect
to become financial holding companies under the new law, which will enable
them to offer virtually any type of financial service, or services incident
to financial services, including banking, securities underwriting, merchant
banking and insurance (both underwriting and agency services). The new
financial services authorized by the GLBA also may be engaged in by a
"financial subsidiary" of a national or state bank, with the exception of
insurance or annuity underwriting, insurance company portfolio investments,
real estate investment and development, and merchant banking, all of which
must be conducted under the financial holding company.

      To become a financial holding company, a bank holding company must
provide notice to the Federal Reserve Board of its desire to become a
financial holding company, and certify to the Federal Reserve Board that each
of its bank subsidiaries is "well-capitalized," "well-managed" and has at
least a "satisfactory" rating under the Community Reinvestment Act.

      The GLBA establishes a system of functional regulation, under which the
Federal Reserve Board will regulate the banking activities of financial
holding companies and other federal banking regulators will regulate banks'
financial subsidiaries. The SEC will regulate securities activities of
financial holding companies and state insurance regulators will regulate
their insurance activities. The GLBA also provides new protections against
the transfer and use by financial institutions of consumers' non-public,
personal information.

	The implementation of the act increases competition in the financial
services sector by allowing many different entities, including banks and bank
holding companies, to affiliate and/or to merge with other financial services
entities and cross-sell their financial products in order to better serve
their current and prospective customers.  At this time, the Company does not
intend to seek qualification as a financial holding company or to enter into
these additional financial services areas.

      DIVIDENDS

      The Company is a legal entity separate and distinct from the Bank. The
principal source of cash flow for the Company is dividends from the Bank. There
are various statutory and regulatory limitations on the payment of dividends by
the Bank, as well as dividends paid by the Company to its shareholders.

      The payment of dividends by the Company and the Bank may be affected or
limited by regulatory requirements and policies, such as the maintenance of
adequate capital.  If, in the opinion of the applicable regulatory authority, a
bank under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which could include the payment of dividends depending on the
institution's financial condition), such authority may require, after notice
and hearing, that the bank cease and desist from such practice.  The FDIC and
the Federal Reserve Board have issued policy statements that provide,
generally, that insured banks and bank holing companies should only pay
dividends out of current operating earnings.  The Federal Reserve has issued a
policy statement to the same effect for bank holding companies. In addition,
all insured depository institutions are subject to the capital-based
limitations required by the Federal Deposit Insurance Corporation Improvement
Act of 1991, as discussed below.

	The Bank is restricted in its ability to pay dividends under national
banking laws and the regulations of the OCC.  The Bank may only pay dividends
out of undivided profits, subject to other applicable provisions of law.  In
addition, the Bank may not declare a dividend until the Bank's surplus equals
its stated capital, unless there has been transferred to surplus not less than
10% of the Bank's net income of the preceding two consecutive six-month periods
(in the case of an annual dividend).  Approval by the OCC is required if the
total 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.

      CAPITAL ADEQUACY REQUIREMENTS

	Both the Company and the Bank are subject to regulatory capital
requirements imposed by the Federal Reserve Board and the OCC.  The Federal
Reserve Board and the OCC have issued risk-based capital guidelines for bank
holding companies and banks which make regulatory capital requirements more
sensitive to differences in the 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, as well as to state member banks.  The
OCC'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 at least 8% of risk-weighted
assets.  The risk weights assigned to assets are based primarily on credit
risks.  Depending upon the risk level 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, while 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 then added together to determine total risk-weighted assets.

	The Federal Reserve Board and the OCC have also implemented 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 must maintain a ratio of
at least 3% "Tier 1" capital to total weighted risk assets (net of goodwill,
certain intangible assets, and certain deferred tax assets).  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.  They are applicable to all banking institutions unless
the applicable regulating authority determines that different minimum capital
ratios are appropriate for a particular institution based upon its
circumstances.  Institutions operating at or near these ratios are expected
to have well-diversified risks, excellent control systems, high asset
quality, high liquidity, good earnings, and  in general must be considered
strong banking organizations, rated composite 1 under the CAMELS rating
system of banks or the BOPEC rating system of bank holding companies.  The
OCC requires that all but the most highly-rated banks and all banks with high
levels of risk or experiencing or anticipating significant growth maintain
ratios of at least 4% Tier 1 capital to total assets.  The Federal Reserve
Board also requires bank holding companies without a BOPEC-1 rating to
maintain a ratio of at least 4% Tier 1 capital to total assets; furthermore,
banking organizations with supervisory, financial, operational, or managerial
weaknesses, as well as organizations that are anticipating or experiencing
significant growth, are expected to maintain capital ratios well above the 3%
and 4% minimum levels.

	The FDIC has also adopted a rule substantially similar to that issued
by the Federal Reserve Board, that establishes a minimum leverage ratio of 3%
and provides that FDIC-regulated banks with anything less than a CAMELS-1
rating must maintain a ratio of at least 4%.  In addition, the FDIC rule
specifies that a depository institution operating with less than the
applicable minimum leverage capital requirement will be deemed to be
operating in an unsafe and unsound manner unless the institution is in
compliance with a plan, submitted to and approved by the FDIC, to increase
the ratio to an appropriate level.  Finally, the FDIC requires any insured
depository institution with a leverage ratio of less than 2% to enter into
and be in compliance with a written agreement between it and the FDIC (or the
primary regulator, with the FDIC as a party to the agreement).  Such an
agreement should contemplate immediate efforts to acquire the capital
required to increase the ratio to an appropriate level.  Institutions that
fail to enter into or maintain compliance with such an agreement will be
subject to enforcement action by the FDIC.

	The OCC'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") are retained as a part of Tier 1 capital.  The
OCC has modified the list of qualifying intangibles, currently including only
purchased credit card relationships and mortgage and non-mortgage servicing
assets, whether originated or purchased and excluding any interest-only
strips receivable related thereto.  The OCC has amended its guidelines to
increase the limitation on such qualifying intangibles from 50% to 100% of
Tier 1 capital, of which no more than 25% may consist of purchased credit
card relationships and non-mortgage servicing assets.

	The risk-based capital guidelines of the OCC, the Federal Reserve Board
and the FDIC explicitly include provisions regarding a bank's exposure to
declines in the economic value of its capital due to changes in interest
rates to 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.  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 OCC, the Federal Reserve Board and the FDIC have added a provision
to the risk-based capital guidelines that supplements and modifies the usual
risk-based capital calculations to ensure that institutions with significant
exposure to market risk maintain adequate capital to support that exposure.
Market risk is the potential loss to an institution resulting from changes in
market prices.  The modifications are intended to address two types of market
risk: general market risk, which includes changes in general interest rates,
equity prices, exchange rates, or commodity prices, and specific market risk,
which includes particular risks faced by the individual institution, such as
event and default risks.  The provision defines a new category of capital,
Tier 3, which includes certain types of subordinated debt.  The provision
automatically applies only to those institutions whose trading activity, on a
worldwide consolidated basis, equals either (i) 10% or more of total assets
or (ii) $1 billion or more, although the agencies may apply the provision's
requirements to any institution for which application of the new standard is
deemed necessary or appropriate for safe banking practices.  For institutions
to which the modifications apply, Tier 3 capital may not be included in the
calculation rendering the 8% credit risk ratio; the sum of Tier 2 and Tier 3
capital may not exceed 100% of Tier 1 capital; and Tier 3 capital is used in
both the numerator and denominator of the normal risk-based capital ratio
calculation to account for the estimated maximum amount that the value of all
positions in the institution's trading account, as well as all foreign
exchange and commodity positions, could decline within certain parameters set
forth in a model defined by the statute.  Furthermore, covered institutions
must "backtest," comparing the actual net trading profit or loss for each of
its most recent 250 days against the corresponding measures generated by the
statutory model.  Once per quarter, the institution must identify the number
of times the actual net trading loss exceeded the corresponding measure and
must then apply a statutory multiplication factor based on that number for
the next quarter's capital charge for market risk.

      PROMPT CORRECTIVE ACTION

	The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), 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
element of the FDICA provides for 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 FDICIA 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 FDICIA creates five "capital categories" ("well
capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized") which
are defined in the FDICIA and are 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., a
holding company) 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's capital levels decline, 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 OCC, the Federal Reserve Board and the FDIC 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)          greater than     greater than    greater than
                             or equal to 10%  or equal to 6%  or equal to 5%
Adequately capitalized(1)    greater than     greater than    greater than
                             or equal to 8%   or equal to 4%  or equal 4% (2)
Undercapitalized(4)          less than 8%     less than 4%    less than 4% (3)
Significantly
 undercapitalized(4)         less than 6%     less than 3%    less than 3%
Critically undercapitalized      --               --          less than or
                                                              equal to 2% (5)
___________________________
(1)  An institution must meet all three minimums.
(2)  Greater than or equal to 3% for composite 1-rated institutions, subject
     to appropriate federal banking agency guidelines.
(3)  Less than 3% for composite 1-rated institutions, subject to applicable
     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.

	In addition, the Federal Reserve Board, the OCC and the FDIC have
adopted regulations, pursuant to the FDICA, 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 FDICIA seeks to implement are designed to
bolster and protect the deposit insurance fund.

      REPORTING REQUIREMENTS

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

	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
-------  -----------------------

	The Bank's main office is located at 301 North Broad Street in
Thomasville, Georgia.  The building contains approximately 8,500 square feet
of finished space and 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.

	The Bank also operates a branch office at 1320 Remington Avenue in
Thomasville, Georgia.  The branch facility consists of 2,400 square feet of
space and contains of 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 quarter ended December 31, 2001 to a
vote of security holders of the Company.



                                  PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------  --------------------------------------------------------

MARKET INFORMATION

      During the period covered by this report and to date, there was no
established public trading market for the Company's common stock.

HOLDERS OF COMMON STOCK

	As of March 15, 2002, the number of holders of record of the Company's
common stock was 716.

DIVIDENDS

	The following table sets forth the cash dividends declared by the
Company on its common stock during the two years ended December 31,
2001:

             Year ended December 31, 2001            Dividends
             ----------------------------            ---------
                  First quarter......................   --
                  Second quarter.....................$488,250
                  Third quarter......................   --
                  Fourth quarter.....................   --

             Year ended December 31, 2000            Dividends
             ----------------------------            ---------
                  First quarter......................   --
                  Second quarter.....................$414,000
                  Third quarter......................   --
                  Fourth quarter.....................   --

	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 OCC regulations.  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), OCC approval 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, 2001 Compared to Year Ended December 31, 2000

     For the year ended December 31, 2001, total assets grew by $12,160,712
from $141,107,664 at December 31, 2000 to $153,268,376 at December 31, 2001.
The growth in loans, the Company's primary source of income, outpaced the
growth in assets, 24.4% to 8.6%.  Despite the decline in economic activities
during calendar year 2001, the Company was able to increase its loans and
reduce net charge-offs, from $254,650 for calendar year 2000 to $215,288 for
calendar year 2001.

     To fund the growth in loans, the Company was able to increase its deposit
base by $6,819,262 and borrowings from the Federal Home Loan Bank by $4,000,000.
The growth in loans enabled the Company to increase its net interest
income from $5,203,226 in 2000 to $5,331,206 in 2001, despite the severe
declines in interest rates experienced in 2001.  The Company's net operating
expense increased 6.3% during 2001 as compared to 2000, from $2,242,979 to
$2,383,759.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

	For the year ended December 31, 2000, assets grew and earnings
improved. Total assets increased by 25.7% from $112,253,119 in 1999 to
$141,107,664 in 2000.  Net loans increased from $90,122,900 in 1999 to
$107,118,466 in 2000 due to strong loan demand coupled with a focused
marketing effort.   Net charge-offs for 2000 were $254,650 compared to
$123,770 in 1999, an increase of $130,880.  At December 31, 2000, the Bank's
loan loss reserve ratio was 1.26% of total loans, as compared to 1.23% at
December 31, 1999.

	Deposits increased during 2000 by $27,742,509, or 28.3%, from
$98,151,286 to $125,893,795.  The majority of the increase was attributable
to marketing efforts.  The Bank's investment portfolio increased $2,599,326,
or 28.8%, from $9,036,737 to $11,636,063 during 2000.

	The Bank's loan to deposit ratio was 85.1% for 2000, compared to 91.8%
in 1999.  Despite the decline in the above ratio, earnings increased
significantly in 2000 because of higher levels of average earning assets,
from $92.5 million in 1999 to $110.1 million in 2000.  Non-interest expense
increased by $287,632 from $2,605,370 for 1999 to $2,893,002 for 2000.  This
increase was the result of a higher level of transactional activity in the
Bank.  Non-interest income increased by $35,515 from $614,508 for 1999 to
$650,023 for 2000.  This increase was due to the increase in transactional
volume.  As a consequence of the increase in net interest margin and non-
interest income and despite the increase in overhead expense, net income
increased by $296,026, or 24.2%, from $1,222,542 in 1999 to $1,518,568 in
2000.

NET INTEREST INCOME

	The Company's results of operations are determined by its ability to
effectively manage interest income and expense, minimize loan and
investment losses, generate non-interest income, and 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, 2001         December 31, 2000
                               -----------------         -----------------
                                     Interest                   Interest
                            Average  Income/  Yield     Average Interest Yield
                            Balance  Expense   Cost     Balance Expense   Cost
                            -------- -------  -----     ------- -------- -----

                                          (Dollars in Thousands)

Federal funds sold          $  5,133 $   191  3.71%    $  3,194  $  201  6.30%

Securities                     9,076     588  6.48%       7,581     445  5.88%
Loans, net                   119,552   9,760  8.16%      99,290   9,227  9.29%
                             -------  ------            -------   -----
  Total earning assets      $133,761 $10,539  7.88%    $110,065  $9,873  8.97%
                             =======  ======            =======   =====

Interest bearing deposits   $111,729 $ 5,070  4.53%    $ 90,198  $4,510  5.00%
Other borrowings               2,923     138  4.73%       2,919     160  5.48%
                             -------  ------            -------   -----
  Total interest-
   bearing liabilities      $114,652 $ 5,208  4.54%    $ 93,117  $4,670  5.02%
                             =======  ======            =======   =====

Net yield on
  earning assets                              3.99%                     4.72%

	Net yield on interest-earning assets for the years ended December 31,
2001 and 2000 was 3.99% and 4.72%, respectively.  The decline in net yield on
earnings assets is attributed to the Federal Reserve Board's aggressive rate
reductions during calendar year 2001.  In response to the Federal Reserve
Board's actions, and to stay competitive in the local banking market, the
Company matched the Federal Reserve Board's rate reductions in a timely manner.
The Company, however, was unable to reduce its cost of funds as deeply and as
quickly as it needed to in order to keep its interest rate margin constant.  For
the year ended December 31, 2001, the yield on earning assets declined 109 basis
points to 7.88% while the cost of funds declined 48 basis points to 4.54%.

NON-INTEREST INCOME

	Non-interest income for the years ended December 31, 2001 and 2000
amounted to $810,327 and $650,023, respectively.  As a percentage of average
assets, non-interest income increased from .55% in 2000 to .57% in 2001.
The increase in non-interest income as a percent of average earning assets
during calendar year 2001 is due to management's efforts and focus to increase
fee income in light of the decline in interest margins.

	The following table summarizes the major components of non-interest
income for the year ended December 31, 2001 and 2000.

                                              Year Ended December 31,
                                              -----------------------
                                                 2001         2000
                                                 ----         ----
   Service fees on deposit accounts            $547,325     $497,589
   Miscellaneous, other                         263,002      152,434
                                                -------      -------
   Total non-interest income                   $810,327     $650,023
                                                =======      =======

NON-INTEREST EXPENSE

	Non-interest expense increased from $2,893,002 in 2000 to $3,194,086
in 2001.  As a percentage of total average assets, non-interest expenses
decreased from 2.43% in 2000 to 2.23% in 2001. Management attributes the
decrease in the ratio of non-interest expense to average assets to numerous
programs and procedures undertaken during 2001 to attain higher operational
efficiencies.
                                              Year Ended December 31,
                                              -----------------------
   Non-Interest Expense                          2001         2000
   --------------------                          ----         ----
   Salaries and benefits                      $1,711,444   $1,479,560
   Data processing, ATM                          157,617      183,553
   Advertising and public relations              136,623      142,067
   Depreciation and amortization                 298,327      291,111
   Other operating expenses                      890,075      796,711
                                               ---------    ---------
     Total non-interest expense               $3,194,086   $2,893,002
                                               =========    =========

ALLOWANCE FOR LOAN LOSSES

	During 2001, the allowance for loan losses increased from $1,365,057
to $1,564,769.  During 2001, the allowance for loan losses as a percent of
gross loans declined from 1.26% to 1.15%.  Net charge-offs during 2001
amounted to $215,288, or .18% of average loans.  During 2000, the allowance
for loan losses increased from $1,109,707 to $1,365,057.  During 2000, the
allowance for loan losses as a percent of gross loans increased from 1.23%
to 1.26.  Net charge-offs during 2000 amounted to $254,650, or .26% of
average loans.  As of December 31, 2001, management considers the allowance
for loan losses to be adequate to absorb 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.

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-
earning assets and interest-bearing 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 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 risk.

	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 December 31, 2001 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 pace, the gap is only a general indicator of rate sensitivity.

                                    After
                                    three    After
                                    months    six
                                     but     months   After one
                            Within  within    but      year but   After
                            three    six     within     within    five
                            months  months  one year  five years  years  Total
                            ------  ------  --------  ----------  -----  -----
                                       (In thousands, except ratios)
EARNING ASSETS
Loans                      $75,235 $  6,877  $  8,143  $40,198  $ 5,448 $135,901
Available-for-sale
 securities                   --        508     1,537    2,969    2,121    7,135
Federal funds sold             356     --        --       --       --        356
                            ------  -------   -------   ------   ------  -------
Total earning assets       $75,591 $  7,385  $  9,680  $43,167  $ 7,569 $143,392
                            ======  =======   =======   ======   ======  =======

SUPPORTING SOURCE OF FUNDS

Interest-bearing demand
  deposits and savings     $65,980 $   --    $   --    $  --    $  --   $ 65,980
Certificates,
  less than $100M            6,452    5,070     6,564    6,712     --     24,798
Certificates,
  $100M and over             6,727    3,111     6,625    8,909     --     25,372
Borrowings                    --       --        --      2,000    4,000    6,000
                            ------  -------   -------   ------   ------  -------
Total interest-
  bearing liabilities      $79,159 $  8,181  $ 13,189  $17,621  $ 4,000 $122,150
                            ======  =======   =======   ======   ======  =======

Interest rate
  sensitivity gap         $ (3,568) $   (796) $ (3,509) $25,546  $ 3,569 $21,242

Cumulative gap            $ (3,568) $ (4,364) $ (7,873) $17,673  $21,242 $21,242

Interest rate
  sensitivity gap ratio      0.95     0.90      0.73     2.45    1.89      1.17

Cumulative interest rate
  sensitivity gap ratio      0.95     0.95      0.92     1.15    1.17      1.17

	As evidenced by the table above, at December 31, 2001, the Company was
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 rates would reduce
income for one year and increase income thereafter.  Conversely, a decline in
interest rates 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

	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 is its
ability to maintain and increase deposits through the Bank.  Deposits grew
by $6.8 million during 2001 and by $27.7 million in 2000.

	Below are the pertinent liquidity balances and ratios at December 31,
2001 and 2000:

                                                    December 31,
                                              ----------------------
                                                  2001         2000
                                                  ----         ----

  Cash and cash equivalents                   $ 6,579,878  $17,115,813
  Securities                                    7,135,162   11,636,063
  CDs,over $100,000 to total deposits ratio       19.1%        17.7%
  Loan to deposit ratio                          101.2%        85.1%
  Brokered deposits                                --           --

	Cash and cash equivalents are the primary source of liquidity.  At
December 31, 2001, cash and cash equivalents amounted to $6.6 million,
representing 4.3% of total assets.  Securities available for sale provide a
secondary source of liquidity.  Approximately $2.0 million of the $7.1
million in the Bank's securities portfolio is scheduled to mature in 2002.

	At December 31, 2001, large denomination certificates accounted for
19.1% 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 believed to be more likely to be interest rate
sensitive.

	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, 2001, 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.  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.  The
leverage ratio is computed by dividing Tier 1 capital by total assets.  For
banks that are not rated CAMELS 1 by their primary regulator, 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 added 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 emphasized 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, 2001:

                                                          Minimum
                                                         Regulatory
                                    December 31, 2001    Requirement
                                    -----------------    -----------
 Bank
 ----
 Tier 1 Capital                           10.6%              4.0%
 Tier 2 Capital                            1.2%              N/A
                                          ----
    Total risk-based capital ratio        11.8%              8.0%
                                          ====

 Leverage ratio                            9.1%              3.0%
                                          ====

 Company - Consolidated
 ----------------------
 Tier 1 Capital                           11.2%              4.0%
 Tier 2 Capital                            1.3%              N/A
                                          ----
    Total risk-based capital ratio        12.5%              8.0%
                                          ====

 Leverage ratio                            9.7%              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 as Exhibit 99.1 to this
report and are incorporated herein by reference:

      Independent Auditors' Report

      Consolidated Balance Sheets as of December 31, 2001 and 2000

      Consolidated Statements of Income for the Years Ended December 31, 2001,
      2000 and 1999

      Consolidated Statements of Changes in Shareholders' Equity for the Years
      Ended December 31, 2001, 2000 and 1999

      Consolidated Statements of Cash Flows for the Years Ended December 31,
      2001, 2000 and 1999

      Notes to Consolidated Financial Statements


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

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



                                    PART III


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

	The information relating to directors and executive officers of the
Company contained in the Company's definitive Proxy Statement to be delivered
to shareholders in connection with the 2002 Annual Meeting of Shareholders is
incorporated herein by reference.



ITEM 10.    EXECUTIVE COMPENSATION
--------    ----------------------

	The information relating to executive compensation contained in the
Company's definitive Proxy Statement to be delivered to shareholders in
connection with the 2002 Annual Meeting of Shareholders is incorporated
herein by reference.



ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------    --------------------------------------------------------------

	The information relating to security ownership of certain beneficial
owners and management contained in the Company's definitive Proxy Statement
to be delivered to shareholders in connection with the 2002 Annual Meeting of
Shareholders is incorporated herein by reference.



ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------    ----------------------------------------------

	The information relating to certain relationships and related
transactions contained in the Company's definitive Proxy Statement to be
delivered to shareholders in connection with the 2002 Annual Meeting of
Shareholders is incorporated herein by reference.



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) the Registration Statement on Form
         SB-2 under the Securities Act of 1933 for the Company, Registration
         Number 33-91536 ("SB-2"); (ii) the Registration Statement on Form SB-2
         under the Securities Act of 1933 for the Company, Registration Number
         333-58545 ("1998 SB-2"); or (iii) the Company's Annual Report on Form
         10-K for the year ended December 31, 2000 ("2000 10-K").  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   -    2000 Directors' Compensation Plan (2000 10-K)

       21.1    -    Subsidiaries of the Registrant

       99.1    -    Financial Statements

    (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed by the
         Company during the quarter ended December 31, 2001.



                                 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 29, 2002                    By:  /s/ Stephen H. Cheney

        -------------------                    --------------------------------
                                          Stephen H. Cheney
                                          President and Chief Executive Officer
                                          (principal executive, financial 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          President, Chief Executive     March 29, 2002
---------------------------    Officer and Director
Stephen H. Cheney


/s/ Charles H. Hodges, III     Executive Vice President       March 29, 2002
----------------------------   and Director
Charles H. Hodges, III


/s/ Charles A. Balfour         Director                       March 29, 2002
----------------------------
Charles A. Balfour


/s/ David A. Cone              Director                       March 29, 2002
----------------------------
David A. Cone


                               Director                       March __, 2002
----------------------------
Charles E. Hancock, M.D.


/s/ Harold L. Jackson          Director                       March 29, 2002
----------------------------
Harold L. Jackson

                               Director                       March __, 2002
----------------------------
David O. Lewis

                               Director                       March __, 2002
----------------------------
Charles W. McKinnon, Jr.

                               Director                       March __, 2002
----------------------------
Randall L. Moore

/s/ Diane W. Parker            Director                       March 29, 2002
----------------------------
Diane W. Parker

/s/ Cochran A. Scott, Jr.      Director                       March 29, 2002
----------------------------
Cochran A. Scott, Jr.

/s/ Richard L. Singletary, Jr. Director                       March 29, 2002
----------------------------
Richard L. Singletary, Jr.



                                 EXHIBIT INDEX
                                 -------------

   Exhibit
      No                       Description
   -------                     -----------
    21.1                Subsidiaries of Registrant

    99.1                Financial Statements