UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20429

                                   FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Transition Period from _____ to ______

                        Commission File number 000-25267

                          OCONEE FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        GEORGIA                                       58-2442250
------------------------                   ------------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)

35 North Main Street
Watkinsville, Georgia                            30677
--------------------                           ----------
(Address of principal                          (Zip Code)
  executive offices)

                                  706-769-6611
                               ------------------
                               (Telephone Number)

         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  subjected to
such filing requirements for the past 90 days.

                                    YES XX NO
                                        --    --

              Common stock, par value $10 per share: 180,000 shares
                       outstanding as of November 8, 1999

<PAGE>
                              OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                                                 INDEX
<TABLE>
<CAPTION>

                                                                                              Page No.
                                                                                              --------
PART I                 FINANCIAL INFORMATION

<S>     <S>           <S>                                                                        <C>
        Item 1.        Financial Statements

                       Balance Sheet (unaudited) at September 30, 1999                            3

                       Statements of Earnings (unaudited) for the Nine
                            Months  Ended September 30, 1999 and 1998                             4

                       Statements of Comprehensive Income (unaudited)
                            for the Nine Months Ended September 30, 1999 and 1998                 5

                       Statements of Cash Flows (unaudited) for the Nine
                            Months Ended September 30, 1999 and 1998                              6

                       Notes to Financial Statements (unaudited)                                 7-8

        Item 2.        Management's Discussion and Analysis of Financial
                            Condition and Results of Operations                                  9-13

PART II                OTHER INFORMATION

        Item 1.        Legal Proceedings                                                          14

        Item 2.        Changes in Securities                                                      14

        Item 3.        Defaults Upon Senior Securities                                            14

        Item 4.        Submission of Matters to a Vote of Security Holders                        14

        Item 5.        Other Information                                                          14

        Item 6.        Exhibits and Reports on Form 8-K                                           14
</TABLE>


<PAGE>

                                 PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                     OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                                    Balance Sheet

                                 September 30, 1999
                                     (Unaudited)
<TABLE>
<CAPTION>

                                       Assets

<S>                                                                   <C>
Cash and due from banks                                               $   9,112,355
Federal funds sold                                                                0
Investment securities available for sale
  (amortized cost  of $37,027,981)                                       36,117,795

Mortgage loans held for sale                                              1,241,219

Loans                                                                    91,054,795
Less:  Allowance for loan losses                                         (1,392,502)
                                                                      -------------

         Loans, net                                                      89,662,293
                                                                      -------------

Premises and equipment, net                                               1,562,445
Accrued interest receivable and other assets                              3,321,344
                                                                      -------------

                     Total Assets                                     $ 141,017,451
                                                                      =============

                        Liabilities and Stockholders' Equity
                        ------------------------------------

Liabilities:
    Deposits:
        Noninterest-bearing                                           $  17,029,513
        Interest-bearing                                                108,317,243
                                                                      -------------

            Total Deposits                                              125,346,756

    Securities sold under repurchase agreements                             783,757
    Federal Funds Purchased                                                 530,000
    Accrued interest payable and other liabilities                          838,797
                                                                      -------------

            Total Liabilities                                           127,499,310

Stockholders' equity:
    Common stock, $10 par value;
        authorized 300,000 shares;
        issued and outstanding 180,000 shares                             1,800,000
    Additional paid-in capital                                            4,250,000
    Retained earnings                                                     8,032,820
Unrealized gain (loss) on investment securities, net of tax                (564,679)
                                                                      -------------

            Total stockholders' equity                                   13,518,141
                                                                      -------------

                    Total liabilities and stockholders' equity        $ 141,017,451
                                                                      =============
</TABLE>


See accompanying notes to financial statements.

                                              -3-
<PAGE>
<TABLE>
<CAPTION>
                                     OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                                                Statements of Earnings

                     For the Three Months and the Nine Months Ended September 30, 1999 and 1998
                                                     (Unaudited)

                                                                    Three Months                  Nine Months
                                                                       Ended                        Ended
                                                                1999           1998           1999           1998
                                                             ----------     ----------     ----------     ----------
<S>                                                          <C>            <C>            <C>            <C>
Interest Income:
     Loans                                                   $2,186,203     $1,915,252     $6,086,945     $5,719,486
     Investment securities:
          Tax exempt                                            199,039        177,031        604,689        517,172
          Taxable                                               289,952        267,756        868,978        754,821
     Federal funds sold and other                                57,759        105,341        179,948        281,996
                                                             ----------     ----------     ----------     ----------
             Total interest income                            2,732,953      2,465,380      7,740,560      7,273,475
                                                             ----------     ----------     ----------     ----------

Interest Expense:
     Deposits                                                 1,087,015      1,024,576      3,034,811      3,001,087
     Other                                                        9,310          5,857         26,747         13,505
                                                             ----------     ----------     ----------     ----------
             Total interest expense                           1,096,325      1,030,433      3,061,558      3,014,592
                                                             ----------     ----------     ----------     ----------

             Net interest income                              1,636,628      1,434,947      4,679,002      4,258,883

Provision for loan losses                                        12,600         15,180         37,800         45,540
                                                             ----------     ----------     ----------     ----------

     Net interest income after provision for loan losses      1,624,028      1,419,767      4,641,202      4,213,343
                                                             ----------     ----------     ----------     ----------

Other Income:

     Service charges on deposit accounts                        183,898        186,426        539,968        521,125
     Securities gains (losses), net                               2,890          5,116         11,712          7,016
     Other operating income                                     144,380         91,657        446,374        364,306
                                                             ----------     ----------     ----------     ----------
             Total other income                                 331,168        283,199        998,054        892,447
                                                             ----------     ----------     ----------     ----------

Other Expense:
     Salaries and other personnel expense                       649,587        594,532      1,948,697      1,764,263
     Net occupancy and equipment expense                        135,811        124,668        408,206        371,416
     Other operating expense                                    330,648        298,888      1,005,741        903,206
                                                             ----------     ----------     ----------     ----------
             Total other expense                              1,116,046      1,018,088      3,362,644      3,038,885
                                                             ----------     ----------     ----------     ----------

             Earnings before income taxes                       839,150        684,878      2,276,612      2,066,905

Income taxes                                                    244,896        198,149        642,204        596,404
                                                             ----------     ----------     ----------     ----------
             Net earnings                                    $  594,254     $  486,729     $1,634,408     $1,470,501
                                                             ==========     ==========     ==========     ==========


Earnings per common share based on average outstanding
     shares of 180,000 in 1998 and 1997:                     $     3.30     $     2.70     $     9.08     $     8.17
                                                             ==========     ==========     ==========     ==========
</TABLE>

See accompanying notes to financial statements.

                                                      -4-
<PAGE>
                                  OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                                       Statements of Comprehensive Income
<TABLE>
<CAPTION>
                             For the Nine Months Ended September 30, 1999 and 1998
                                                  (Unaudited)


                                                                               1999              1998
                                                                            -----------       ---------

<S>                                                                         <C>               <C>
Net earnings                                                                $ 1,634,408       1,470,501

Other comprehensive income, net of tax:
     Unrealized gains (losses) on securities availble for sale:
          Holding gains (losses) arising during period, net of tax
             of $(375,960) and $15,758                                         (614,451)         25,754
          Reclassification adjustments for (gains) losses included
             in net earnings, net of tax of $4,450 and $2,666                    (7,262)         (4,350)
                                                                            -----------      ----------

          Total other comprensive income (loss)                               (621,713)         21,404
                                                                            -----------      ----------

          Comprehensive income                                              $ 1,012,695       1,491,905
                                                                            ===========      ==========
</TABLE>


See accompanying notes to financial statements.

                                                      -5-
<PAGE>
                                  OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                                            Statements of Cash Flows
<TABLE>
<CAPTION>

                           For Each of the Nine Months Ended September 30, 1999 and 1998
                                                  (Unaudited)


                                                                            1999                         1998
                                                                       ----------------            -----------------
<S>                                                                  <C>                         <C>
Cash flows from operating activities:
     Net earnings                                                    $       1,634,408           $        1,470,501
         Adjustments to reconcile net earnings to net
            cash provided by operating activities:
                Provision for loan losses                                       37,800                       45,540
                Depreciation, amortization and accretion                       174,490                      155,181
                Change in assets and liabilities:
                    Interest receivable and other assets                      (610,220)                     137,540
                    Interest payable and other liabilities                     (14,499)                    (576,564)
                    Mortgage loans held for sale                               471,081                   (1,138,637)
                                                                       ----------------            -----------------

                           Net cash used by operating activities             1,693,060                       93,561
                                                                       ----------------            -----------------

Cash flows from investing activities:
     Proceeds from maturities and paydowns of
         investment securities held to maturity                                496,179                      374,000
     Proceeds from maturities and paydowns of
         investment securities available for sale                            4,673,106                    6,327,344
     Purchases of investment securities held to maturity                    (1,854,069)                  (2,249,674)
     Purchases of investment securities available for sale                  (5,064,008)                  (9,067,088)
     Net changes in loans                                                  (14,347,626)                  (1,650,111)
     Purchases of premises and equipment                                      (242,278)                    (192,797)
                                                                       ----------------            -----------------

                           Net cash used by investing activities           (16,338,696)                  (6,458,326)
                                                                       ----------------            -----------------

Cash flows from financing activities:
     Net change in deposits                                                  9,226,563                    1,681,733
     Repayments of long-term debt                                              225,588                      327,427
                                                                       ----------------            -----------------

                            Net cash provided by financing activities        9,452,151                    2,009,160
                                                                       ----------------            -----------------

Net increase (decrease) in cash and cash equivalents                        (5,193,485)                  (4,355,605)

Cash and cash equivalents at beginning of period                            14,305,840                   12,180,521
                                                                       ----------------            -----------------

Cash and cash equivalents at end of period                           $       9,112,355           $        7,824,916
                                                                       ================            =================

Supplemental cash flow information:
     Cash paid for interest                                          $       2,629,755           $        2,619,255
</TABLE>



See accompanying notes to financial statements.

                                                      -6-


<PAGE>
                   OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

(1)      Basis of Presentation
         ---------------------

         The  financial  statements  include the  accounts  of Oconee  Financial
         Corporation (the Corporation) and its wholly-owned  subsidiary,  Oconee
         State Bank. All significant intercompany accounts and transactions have
         been eliminated in consolidation.

         The consolidated  financial  information  furnished herein reflects all
         adjustments  which are,  in the  opinion of  management,  necessary  to
         present a fair  statement of the results of  operations  and  financial
         position for the periods covered herein.  All such adjustments are of a
         normal recurring nature.

(2)      Cash and Cash Equivalents
         -------------------------

         For presentation in the financial statements, cash and cash equivalents
         include cash on hand and amounts due from banks.

(3)      Comprehensive Income
         --------------------

         In 1997, the Financial  Accounting and Standards Board issued Statement
         of Financial  Accounting  Standards No. 130,  "Reporting  Comprehensive
         Income" (SFAS 130").  SFAS 130 established  standards for the reporting
         and display of comprehensive income and its components in a full set of
         general-purpose  financial statements.  The Bank has elected to present
         comprehensive  income in a separate statement of comprehensive  income.
         Accumulated other comprehensive  income is solely related to the net of
         tax effect of unrealized gains on securities available for sale.

(4)      Holding Company Formation
         -------------------------

         On  December  15,  1998,  the  Bank's  shareholders  approved a Plan of
         Reorganization and Agreement of Merger (the "Plan"),  providing for the
         merger of Oconee  Interim  Corporation,  a  wholly-owned  subsidiary of
         Oconee Financial  Corporation,  with and into the Bank. The Plan called
         for  stockholders to exchange each share of Bank stock for one share of
         Oconee Financial  Corporation stock. The effective date of the Plan was
         January 1, 1999,  and is being  accounted for in a manner  similar to a
         pooling of interest.


                                       -7-
<PAGE>

                   OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

             Notes to Consolidated Financial Statements (Continued)
                                   (Unaudited)


(5)      Implementation of Recent Accounting Pronouncements
         --------------------------------------------------

         The Corporation adopted Statement of Financial Accounting Standards No.
         133,  "Accounting for Derivative  Instruments and Hedging  Activities",
         (SFAS No.  133") during the third  quarter of 1999.  As allowed by SFAS
         No. 133, an entity may transfer any held to maturity  security into the
         available for sale or trading  category  without  calling into question
         the entity's intent to hold other securities to maturity in the future.
         The  result  of the  transfer  of held to  maturity  securities  to the
         available  for  sale  category  was to  increase  stockholders'  equity
         approximately  $22,000. There were no other financial statement effects
         associated with the implementation of SFAS No. 133.



                                       -8-


<PAGE>


Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

                For Each of the Nine Months in the Periods Ended
                           September 30, 1999 and 1998


FORWARD-LOOKING STATEMENT

         This discussion contains  forward-looking  statements under the private
Securities  Litigation  Reform Act of 1995 that involve risk and  uncertainties.
Although  the  Corporation   believes  that  the   assumptions   underlying  the
forward-looking  statements  contained in the discussion are reasonable,  any of
the  assumptions  could be inaccurate,  and therefore,  no assurance can be made
that any of the  forward-looking  statements included in this discussion will be
accurate.  Factors  that  could  cause  actual  results to differ  from  results
discussed  in  forward-looking  statements  include,  but  are not  limited  to:
economic  conditions  (both  generally and in the markets where the  Corporation
operates); competition from other providers of financial services offered by the
Corporation;  government regulations and legislation; changes in interest rates;
material  unforeseen  changes in the  financial  stability  and liquidity of the
Corporation's credit customers; material unforeseen complications related to the
Year 2000 issues for the Corporation, its suppliers,  customers and governmental
agencies,  all of which are  difficult  to  predict  and which may be beyond the
control of the Corporation.  The Corporation  undertakes no obligation to revise
forward-looking  statements to reflect  events or changes after the date of this
discussion or to reflect the occurrence of unanticipated events.

FINANCIAL CONDITION

         Total assets at September 30, 1999 were  $141,017,451,  representing  a
$10,457,609   (8.01%)  increase  from  December  31,  1998.  Deposits  increased
$9,226,568 (7.95%) from December 31, 1998. Loans increased $14,274,911 (18.59%).
The allowance for loan losses at September 30, 1999 totaled $1,392,502  compared
to the December 31, 1998 total of $1,427,420,  representing 1.53% of total loans
at  September  30, 1999,  compared to 1.86% at December 31, 1998.  Cash and cash
equivalents decreased $5,199,528 from December 31, 1998.

         The total of nonperforming  assets,  which includes  nonaccruing loans,
other real estate owned, repossessed collateral and loans for which payments are
more than 90 days  past due were  $192,746  at June 30,  1999,  representing  an
increase of $164 (0.09%) from  December  31, 1998.  There were no related  party
loans which were considered nonperforming at September 30, 1999.

         The  Corporation's  subsidiary  bank was most recently  examined by its
primary regulatory authority in March 1998. There were no recommendations by the
regulatory  authority that in management's opinion will have material effects on
the Company's liquidity, capital resources or operations.

                                       -9-

<PAGE>

Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS, continued

                     For the Nine Months in the Period Ended
                           September 30, 1999 and 1998

RESULTS OF OPERATIONS

         Net interest income increased $420,119 (9.86%) in the first nine months
of 1999 compared to the same period for 1998. Interest income for the first nine
months of 1999 was $7,740,560, representing an increase of $467,085 (6.42%) over
the same  period in 1998.  Interest  expense  for the first nine  months of 1999
increased  $46,966 (1.56%)  compared to the same period in 1998. The increase in
net interest  income  during the first nine months of 1999  compared to the same
period in 1998 is primarily attributable to the increase in the volume of loans.

         The bank analyzes its allowance for loan losses on a monthly basis.  As
of September 30, 1999, that analysis  indicated an allowance  reserve surplus of
$868.170.  Due to this surplus, the Bank has provided the budgeted provision for
1999,  which is less than the amount  provided  in 1998,  resulting  in a $7,740
decrease in the provision for loan losses  compared to the previous  year. It is
management's  belief  that the  allowance  for loan losses is adequate to absorb
possible losses in the portfolio.

         Other expenses for the nine months of 1999 increased  $102,535 (11.35%)
compared  to the  first  nine  months in 1998.  The net  increase  is  primarily
attributable  to  additional  salary and  benefits  expense and other  operating
expense  comprised of  organizational  and other expenses at the holding company
level.

YEAR 2000 PREPAREDNESS

         Generally,  the year 2000 risk involves  computer programs and computer
hardware that are not able to perform without  interruption  into the year 2000.
The arrival of the year 2000 poses a unique  worldwide  challenge to the ability
of all systems to correctly  recognize the date change from December 31, 1999 to
January 1, 2000.  If Oconee's  systems do not  correctly  recognize  such a date
change,  computer  applications that rely on the date field could fail or create
erroneous results. Such erroneous results could affect interest,  payment or due
dates or could  cause the  temporary  inability  to process  transactions,  send
invoices  or  engage  in  similar  normal  business  activities.  If it  is  not
adequately  addressed by Oconee or its  suppliers and  borrowers,  the year 2000
issue could result in a material adverse impact on Oconee's financial condition,
liquidity and results of operations.

         Oconee's  State of  Readiness - The Bank began its Year 2000 project in
         -----------------------------
1996.  The Bank  established  a Year 2000 Task Force  comprised of executive and
senior  management  of the Bank.  The  chairman of the  committee  is the Bank's
President and CEO. The Year 2000 Task Force  continues to  communicate  the Year
2000 issue and the Bank's status to the Board,  employees,  and the customers of
the Bank. The Bank has made a complete assessment of its information  technology
systems and  non-information  technology  systems and has  contacted  its system
vendors requesting information as to their Year 2000 preparedness.

                                      -10-
<PAGE>

Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS, CONTINUED

                     For the Nine Months in the Period Ended
                           September 30, 1999 and 1998

         The Bank has  developed  a year 2000 plan  with the  following  phases:
awareness,  assessment,  renovation,  validation  and  implementation.  The Bank
developed a specific  timeline to follow  through each of these  processes.  The
Bank is currently in the implementation  phase.  Testing of all computer systems
was completed during the second quarter of 1999, and non-compliant  systems have
been  upgraded or replaced in  accordance  with the Bank's  overall  contingency
plan.

         Costs to Address Year 2000 Issues - The Bank  currently  estimates that
         ---------------------------------
the total cost of such  modifications  for Year 2000  compliance  issues will be
approximately  $230,500 expensed over the course of five years from 1998 through
2002   (including   hardware/software   expenses   which  are  permitted  to  be
capitalized).  Year 2000  expenditures  for 1999 have been  budgeted and are not
expected  to have a  significantly  negative  impact on results  of  operations,
liquidity,  or capital  resources.  However,  there can be no assurance that all
necessary  modifications  will be identified  and  corrected or that  unforeseen
difficulties or additional costs will not arise.

         Risks  of Third  Party  Year  2000  Issues - The  impact  of year  2000
         ------------------------------------------
non-compliance by outside parties with whom Oconee transacts  business cannot be
accurately  gauged.  Oconee has  surveyed  its major  vendors and  suppliers  to
ascertain their year 2000 readiness. Although all are not year 2000 compliant at
this date,  Oconee has received certain  assurances that such third parties will
be ready  for the year  2000  date  change  by the end of  1999,  including  any
additional certification from its major software provider.

         The Bank will  continue to monitor the progress of third party  vendors
regarding their Year 2000 readiness  focusing on mission  critical  applications
including,  but not limited to, The Federal Reserve Bank, Intercept, The Bankers
Bank,  telecommunications  providers,  and power  companies.  The Year 2000 Task
Force reviews  progress  reports from third party vendors.  Third party progress
reports may include,  but are not limited to, updates from the company  website,
written  status  reports from the third party vendor,  and verbal  communication
regarding the current status of the vendor. The Bank is currently requesting the
results  from the testing and  validation  of its mission  critical  third party
vendors regarding business contingency plans.

         Oconee's  Contingency  Plan  - The  Bank  has  established  an  overall
         ---------------------------
contingency plan, a liquidity plan, as well as a business resumption contingency
plan for implementation in the event of system or operational failures. The Bank
has developed business  resumption  contingency plans that contain the following
elements:  (1)  evaluates  options and selects the most  reasonable  contingency
strategy;  (2) identifies  contingency  plans and  implementation  for each core
business  process;  (3)  establishes  trigger dates to activate the  contingency
plans; (4) assigns responsibility for

                                      -11-

<PAGE>

Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS, CONTINUED

                     For the Nine Months in the Period Ended
                           September 30, 1999 and 1998


resumption of core business  processes;  (5) implements an independent review of
the  feasibility of the  contingency  plan;  and (6) develops an  implementation
strategy  for the  century  date  change  as well as other  critical  dates.  In
general,  the overall contingency plan is designed to minimize the disruption of
service to the Bank and its customers in the event of a Year 2000 disruption.

         The Bank's Year 2000  Liquidity  Contingency  Plan provides a framework
for meeting  liquidity  needs on an expedited  basis.  The Plan  identifies  and
assesses  liquidity needs in connection with Year 2000,  further  identifies and
updates both primary and secondary sources of liquidity, and provides policy and
procedures  for the use of liquidity  should the need for  additional  liquidity
arise.

         During the third quarter 1999, the Bank has primarily  focused upon two
areas related to Year 2000:  liquidity and customer awareness.  As to liquidity,
the Bank is implementing  its Liquidity  Contingency  Plan as referenced  above.
Goals  established  for Y2K cash reserves were  accomplished as of September 30,
1999.  At quarter end, the Bank had not yet achieved its goal for federal  funds
sold  position,  but fully expects to accomplish  this  component of the Plan by
year-end 1999. In addition to an unsecured federal funds purchased accommodation
line of credit, the Bank has established  borrowing  facilities with The Bankers
Bank,  its  primary  correspondent  bank,  as well as lines of  credit  with the
Federal Home Loan Bank of Atlanta and the Federal  Reserve Bank of Atlanta.  The
Bank  has not yet  received  confirmation  of its  borrowing  capacity  with the
Federal  Reserve  Bank on its Century  Date Change  Special  Liquidity  Facility
application.

         The other  focus  during the third  quarter  1999 has been on  customer
awareness.  The Bank will be providing  Year 2000  readiness  disclosures to its
customers during the fourth quarter 1999. In addition,  the Bank has worked with
the local chamber of commerce to coordinate a community-wide  seminar  regarding
Y2K issues, which is scheduled for November 9, 1999.  Additional efforts will be
ongoing  throughout  the fourth quarter 1999 to communicate to our customers the
status of the Bank's readiness for the century date change.


                                      -12-
<PAGE>

Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS, CONTINUED

                  For the Nine Months Ended September 30, 1999


CAPITAL

The following tables present Oconee State Bank's regulatory  capital position at
September 30, 1999:

RISK-BASED CAPITAL RATIOS

Tier 1 Tangible Capital, Actual                                          14.4%
Tier 1 Tangible Capital minimum requirement                               4.0%
                                                                         ----

Excess                                                                    9.4%
                                                                         ====

Total Capital, Actual                                                    15.7%
Total Capital minimum requirement                                         8.0%
                                                                         ----

Excess                                                                    7.7%
                                                                         ====

LEVERAGE RATIO

Tier 1 Tangible Capital to adjusted total assets
  (Leverage Ratio)                                                       10.3%

Minimum leverage requirement                                              3.0%
                                                                         ----

Excess                                                                    7.3%
                                                                         ====



                                      -13-
<PAGE>

                           PART II. OTHER INFORMATION

                   OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

Item 1.  Legal Proceedings
         -----------------

                  None

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

                  None

Item 3.  Defaults Upon Senior Securities
         -------------------------------

                  None

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

                  None

Item 5.  Other Information
         -----------------

                  None

Item 6.  Exhibits and Reports On Form 8-K
         --------------------------------

                  Exhibit 27 - Financial Data Schedule (for SEC use only)





                                      -14-

<PAGE>

                   OCONEE FINANCIAL CORPORATION AND SUBSIDIARY

                                   SIGNATURES



         Pursuant to the  requirements  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.

                                              OCONEE FINANCIAL CORPORATION



                                     By:  /s/ B. Amrey Harden
                                         B. Amrey Harden, President and C.E.O.
                                         (Principal Executive Officer)


                                     Date:  November 8, 1999




                                     By:   /s/ Jerry K. Wages
                                         Jerry K. Wages
                                         Executive Vice-President and C.F.O.
                                         (Principal Accounting Officer)


                                     Date:  November 8, 1999