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**UNITED STATESSECURITIES 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 March 31,2003

**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     executive offices) (Zip Code)
706-769-6611(Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subjected to such filingrequirements for the past 90 days.
YES XX       NO ___
Common stock, par value $2 per share: 899,885 sharesoutstanding as of May 12, 2003

Table of Contents
**OCONEE FINANCIAL CORPORATION ANDSUBSIDIARY**
**INDEX**
  
Page No.

PART I 

FINANCIAL INFORMATION

     
   
Item 1.    

Financial Statements

   
  
Consolidated Balance Sheet (unaudited) at March 31, 2003

3
  
  
Consolidated Statements of Earnings(unaudited) for the Three Months

  
       Ended March 31, 2003 and 2002

4
  
  
Consolidated Statements of Comprehensive Income (unaudited) for the ThreeMonths

  
       Ended March 31, 2003 and 2002

5
  
  
Consolidated Statements of Cash Flows (unaudited) for the Three Months

  
       Ended March 31, 2003 and 2002

6-7
  
  
Notes to Financial Statements (unaudited)

8-9
  
 
Item 2.    

Management’s Discussion and Analysis of Financial
  
       Condition and Results ofOperations

10-13
  
 
Item 3.    

Controls and Procedures

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

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**PART I.  FINANCIALINFORMATION**
*Item 1.  Financial Statements*
**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Consolidated Balance SheetMarch 31, 2003(Unaudited)
Assets  
Cash and due from banks, including reserve requirements of $2,726,000

$
7,407,419
Federal funds sold

19,109,000
  
Cash and cash equivalents

26,516,419  
Investment securities available for sale

49,238,948
Other investments

1,090,429
Mortgage loans held for sale

4,996,300   
Loans

177,480,751
Less:  Allowance for loan losses

2,254,826
  
Loans, net

175,225,925
   
Premises and equipment, net

3,762,853
Accrued interest receivable and other assets

2,812,699
  
Total Assets

 $

 263,643,573  
Liabilities and Stockholders’ Equity  
Liabilities:
 
Deposit*s*
 
Noninterest-bearing

26,280,026
Interest-bearing

201,589,761
  
Total Deposits

227,869,787  
Securities sold under repurchase agreements

803,029
Federal Home Loan Bank advances

13,300,000
Accrued interest payable and other liabilities

1,803,037
  
Total Liabilities

243,775,853
  
Stockholders’ equity:
 
Common stock, $2 par value;
 
authorized 1,500,000 shares;
 
issued and outstanding 899,885 shares

1,799,770
Additional paid-in capital

4,246,832
Retained earnings

12,961,355
Accumulated other comprehensive income

859,763

Total stockholders’ equity

19,867,720
  
Total liabilities and stockholders’ equity

$

263,643,573
See accompanying notes to financial statements.
3
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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Consolidated Statements of Earnings
For Each of the Three Months Ended March 31, 2003 and 2002(Unaudited) 
 
**2003**
 
**2002**

Interest Income:
   
       Loans

$
3,225,059 
3,106,742
       Investment securities:
   
                 Tax exempt

179,321 
177,267
                 Taxable

191,312 
309,969
       Federal funds sold and other

50,608
 
38,749

                           Total interest income

3,646,300
 
3,632,727
    
Interest Expense:
   
       Deposits

1,311,538 
1,386,468
       Other

214,515
 
215,875

                           Total interest expense

1,526,053
 
1,602,343
    
                           Net interest income

2,120,247 
2,030,384    
Provision for loan losses

171,000
 
105,000
    
                            Net interest income after provision for loan losses

1,949,247
 
1,925,384
    
Other Income:
       
       Service charges on depositaccounts

271,757 
216,894
       Mortgage banking income

386,924 
288,621
       Other operating income

123,663
 
121,702

                           Total other income

782,344
 
627,217
    
Other Expense:
   
       Salaries and other personnelexpense

1,215,396 
1,051,461
       Net occupancy and equipmentexpense

242,203 
226,462
       Other operating expense

455,582
 
419,742

                           Total other expense

1,913,181
 
1,697,665
    
                           Earnings before income taxes

818,410 
854,936    
Income taxes

240,426
 
258,280
    
                           Net earnings

$

577,984
 
596,656
    
Earnings per common share based on average
   
       outstanding shares of 899,885 in 2003and 2002:

$

0.64
 
0.66

See accompanying notes to financial statements.
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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Consolidated Statements of Comprehensive Income
For the Three Months Ended March 31, 2003 and 2002(Unaudited)
 
**2003** 
**2002**    
Net earnings

$
577,984 
596,656      
Other comprehensive income, net of tax:
    
       Unrealized gains (losses) onsecurities available for sale:
   
            Holding gains (losses) arising duringperiod, net of tax
   
                 of $169,320 and $16,442

276,728
 
(26,844)
    
       Total other comprehensive income(loss)

276,728
 
(26,844)
    
       Comprehensive income

$

 854,712
 
569,812 

See accompanying notes to financial statements.
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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2003 and 2002(Unaudited)
 
**2003** 
**2002**
Cash flows from operating activities:
   
       Net earnings

$
577,984  
596,656 
            Adjustments to reconcile net earningsto net
   
                 cash provided by operatingactivities:
   
                      Provision for loan losses

171,000  
105,000 
                      Depreciation, amortization andaccretion

109,018  
106,113 
                      Change in assets and liabilities:
   
                      Interest receivable and otherassets

224,972  
131,222 
                      Interest payable and otherliabilities

309,264  
(377,850)
                      Mortgage loans held for sale

1,846,157 
 
4,757,023 
    
                                Net cash provided by operatingactivities

3,238,395 
 
5,318,164 
    
Cash flows from investing activities:
   
       Proceeds from calls, maturities, andpaydowns of
   
            investment securities available forsale

11,495,311  
1,125,765 
       Purchases of investment securitiesavailable for sale

(21,382,042) 
0 
       Net change in loans

2,056,782  
(7,289,194)
       Purchases of premises andequipment

(424,617)
 
(77,442)
    
                               Net cash used by investingactivities

(8,254,566)
 
(6,240,871)
    
Cash flows from financing activities:
   
       Net change in deposits

16,506,443  
308,988 
       Net change in securities sold underrepurchase agreements

60,633  
498,912 
       Dividends paid

(899,885)
 
(899,885)
    
                                Net cash provided by (used in)financing activities

15,667,191 
 
(91,985)
    
Net increase (decrease) in cash and cash equivalents

10,651,020  
(1,014,692)    
Cash and cash equivalents at beginning of period

15,865,399 
 
13,938,077 
    
Cash and cash equivalents at end of period

$

26,516,419
 
12,923,385 

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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Consolidated Statements of Cash Flows, continued
For the Three Months Ended March 31, 2003 and 2002(Unaudited)
  
**2003** 
**2002**        
Supplemental cash flow information:
   
       Cash paid for interest

$1,550,520 
$1,674,024 
       Cash paid for taxes
 $
68,000 
$270,890     
Noncash investing and financing activities:
   
       Change in dividends payable
$
899,885  $
899,885 
       Change in net unrealized gain oninvestment securities
  
            available for sale, net of tax

$
276,728 
$(26,844)        
See accompanying notes to financial statements.
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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Notes to Consolidated Financial Statements(Unaudited)
(1)     Basis of Presentation

The financial statements include the accounts ofOconee Financial Corporation (the “Corporation”) and itswholly-owned subsidiary, Oconee State Bank (the “Bank”).  Allsignificant intercompany accounts and transactions have been eliminated inconsolidation.

In September 2002, OSB Services, Inc., a wholly ownedsubsidiary of the Bank, acquired an 8% ownership interest in Community InsuranceGroup, LLC through an initial capital contribution of $325,000.  CommunityInsurance Group, LLC was formed for the purpose of offering insurance productsand services.  The investment in Community Insurance Group, LLC is accounted forusing the cost method of accounting.

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

Operating results for the three-month period endedMarch 31, 2003 are not necessarily indicative of the results that may beexpected for the year ending December 31, 2003.  For further information, referto the financial statements and footnotes included in the Corporation’sannual report included on Form 10-KSB for the year ended December 31,2002.

Critical Accounting Policies

The Corporation’s accounting policies arefundamental to understanding management’s discussion and analysis ofresults of operations and financial condition.  Some of the Corporation’saccounting policies require significant judgment regarding valuation of assetsand liabilities and/or significant interpretation of the specific accountingguidance.  A description of the Corporation’s significant accounting policiescan be found in Note 1 of the Notes to Consolidated Financial Statements in theCorporation’s  Annual Report for Fiscal Year 2002 to Shareholders. 

Many of the Corporation’s assets and liabilities arerecorded using various valuation techniques that require significant judgment asto recoverability.  The collectibility of loans is reflected through theCorporation’s estimate of the allowance for loan losses.  The Corporation performsperiodic detailed reviews of its loan portfolio in order to assess the adequacyof the allowance for loan losses in light of anticipated risks and loan losses.In addition, investment securities and mortgage loans held for sale arereflected at their estimated fair value in the consolidated financialstatements.  Such amounts are based on either quoted market prices or estimatedvalues derived by the Corporation using dealer quotes or market comparisons.

(2)     Cash and Cash Equivalents

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

(3)      Net Earnings Per Common Share

Net earnings per common share are based on the weightedaverage number of common shares outstanding during the period while the effectsof potential common shares outstanding during the period are included in dilutedearnings per share.  The Corporation had no potential common shares outstandingduring 2003 and 2002.

8
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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Notes to Consolidated Financial Statements, continued(Unaudited)
(4)     Allowance for Loan Losses

Changes in the allowance for loan losses were asfollows:
 
**2003**
 
**2002**
    
Balance at beginning of year

$

2,098,691  
1,812,041 
Amounts charged off

(20,955) 
(17,644)
Recoveries on amounts previously charged off

6,090  
9,415 
Provision for loan losses

171,000 
 
105,000 
    
Balance at March 31

$

 2,254,826 
 
1,908,812

 
 
 
 
 
 
 
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Item 2.
**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL****CONDITIONAND RESULTS OF OPERATIONS**
**Forward-Looking Statements**
This discussion containsforward-looking statements under the private Securities Litigation Reform Act of1995 that involve risk and uncertainties.  Although the Corporation believesthat the assumptions underlying the forward-looking statements contained in thediscussion are reasonable, any of the assumptions could be inaccurate, andtherefore, no assurance can be made that any of the forward-looking statementsincluded in this discussion will be accurate.  Factors that could cause actualresults to differ from results discussed in forward-looking statements include,but are not limited to: economic conditions (both generally and in the marketswhere the Corporation operates); competition from other providers of financialservices offered by the Corporation; government regulations and legislation;changes in interest rates; material unforeseen changes in the financialstability and liquidity of the Corporation’s credit customers, all ofwhich are difficult to predict and which may be beyond the control of theCorporation.  The Corporation undertakes no obligation to revise forward-lookingstatements to reflect events or changes after the date of this discussion or toreflect the occurrence of unanticipated events.
**Financial Condition**
Total assets at March 31, 2003 were $263,643,573, representing a $17,000,491(6.89%) increase from December 31, 2002.  Deposits increased $16,506,443 (7.81%)from December 31, 2002.  Loans decreased $2,071,647 (1.15%).  The decrease inloan volume is due primarily to a decrease in loan demand, tightened creditstandards put in place by the Bank in response to the slowing economy, and thepayoff of a $3,000,000 motel loan during the first three months of 2003.Investment securities increased $10,339,711 (26.58%) from December 31, 2002 dueprimarily to purchases totaling $21,382,042, offset by the maturity of a U.S.Treasury security of $10,000,000 and paydowns of mortgage-backed securities.The allowance for loan losses at March 31, 2003 was $2,254,826, compared to theDecember 31, 2002 balance of $2,098,691, representing 1.27% of total loans atMarch 31, 2003, compared to 1.17% of total loans at December 31, 2002. Cash andcash equivalents increased $10,651,020 from December 31, 2002.
The total of nonperforming assets, which includes nonaccruing loans, other realestate owned, repossessed collateral and loans for which payments are more than90 days past due was $3,069,485 at March 31, 2003, representing an increase of$170,923 (5.90%) from December 31, 2002.  This increase is attributable to a$126,773 increase in loans more than 90 days past due and still accruing and anincrease of $56,662 in nonaccrual loans, offset by a decrease of  $12,472 inrepossessed collateral.  Nonaccrual loans represented 1.50% of total loansoutstanding at March 31, 2003, compared to 1.45% of total loans outstanding atDecember 31, 2002.  There were no related party loans which were considered tobe nonperforming at March 31, 2003.
At March 31, 2003, the Corporation had loan concentrations in the housing industryand in the hotel and motel industry.  The Corporation monitors these concentrationson a monthly basis to ensure that they do not exceed established internalguidelines.  The primary risk relating to the concentration in the housingindustry is a downturn in the economy which would adversely affect constructionof new homes and developments of new housing communities.  The Corporation’shousing lending slowed somewhat during the first quarter of 2003.  TheCorporation’s primary risk relating to the hotel and motel industry is aslowdown in the travel and tourism industry.  This industry slowed significantlyduring the fourth quarter of 2001 as a result of the September 11 terroristattacks.  The Corporation has established a maximum dollar amount of hotel and motelloans that it is willing to fund as a result of this slowdown.  Management ofthe Corporation is confident that all of the Corporation’s hotel and motel loansare adequately collateralized in the unforeseen event that cash flows fromoperations of the hotels and motels are not sufficient to meet the terms ofrepayment outlined in the loan agreements.

10
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Item 2.
**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL****CONDITIONAND RESULTS OF OPERATIONS, continued**
**Results of Operations**
Net interest income increased $89,863 (4.43%) in the first three months of 2003compared to the same period for 2002.  Interest income for the first threemonths of 2003 was $3,646,300, representing an increase of $13,573 (0.37%) ascompared to the same period in 2002.  Interest expense for the first threemonths of 2003 decreased  $76,290 (4.76%) compared to the same period in 2002.The increase in interest income during the first three months of 2003 comparedto the same period in 2002 is primarily attributable to an increase in thevolume of loans.  The decrease in interest expense is primarily attributable toa lower interest rate environment during the first three months of 2003 ascompared to the same period in 2002.
The Bank’s net interest margin for the first three months of 2003 was3.71%, compared to 4.23% for the same time period during 2002.  Although netinterest income increased, the Bank’s net interest margin decreased due toa $39,035,484 (19.20%) increase in average interest earning assets from March31, 2002 to March 31, 2003.
The Bank analyzes its allowance for loan losses on a monthly basis.  Additionsto the allowance for loan losses are made by charges to the provision for loanlosses.  Loans deemed to be uncollectible are charged against the allowance forloan losses.  Recoveries of previously charged off amounts are credited to theallowance for loan losses.  For the three months ended March 31, 2003, theprovision for loan losses was $171,000, compared to $105,000 for the same periodin 2002.  The increase in the provision for loan losses is primarilyattributable to additional provisions made in 2003 due to loan growth, thecurrent economic environment, and an increase in nonperforming assets.  Thenature of the process by which the Corporation determines the appropriateallowance for loan losses requires the exercise of considerable judgment.  It ismanagement’s belief that the allowance for loan losses is adequate toabsorb possible losses in the portfolio.
Other income for the first three months of 2003 increased $155,127 (24.73%)compared to the first three months of 2002.  This increase is primarilyattributable to a $98,303 increase in fee income on mortgage loans held for saleand an increase in NSF charges of $50,475.  The increase in fee income onmortgage loans held for sale is due to an increase in the volume of mortgageloans that the Bank originated during the first three months of 2003 as a resultof the continued low mortgage interest rates and strong housing market.  Theincrease in NSF charges is primarily due to growth in the number of depositaccounts.
Other expenses for the first three months of 2003 increased $215,516 (12.69%)compared to the first three months in 2002.  Theincrease is primarily attributable to a $163,935 (15.59%) increase in salariesand benefits expense primarily due to merit increases based on employeeperformance, as well as an increase in staffing in response to the Bank’sgrowth.
The Bank’s effective tax rates were 29% and 30% for the three months endedMarch 31, 2003 and 2002, respectively. 
**Interest rate sensitivity**
Interest rate sensitivity is afunction of the repricing characteristics of the Bank’s portfolio ofassets and liabilities.  These repricing characteristics are the time frameswithin which the interest earning assets and liabilities are subject to changein interest rates either at replacement, repricing or maturity during the lifeof the instruments.  One method to measure interest rate sensitivity is througha repricing gap.  The gap is calculated by taking all assets that reprice ormature within a given time frame and subtracting all liabilities that reprice ormature during that time frame.  A negative gap (more liabilities repricing thanassets) generally indicates that the Bank’s net interest income willdecrease if interest rates rise and will increase if interest rates fall.  Apositive gap generally indicates that the Bank’s net interest income willdecrease if rates fall and will increase if rates rise.  The Bank uses a modelthat applies betas to various deposit accounts based on past history of rate changes, since it is notlikely that deposit rates would change in the same amount as loan rates.  AtMarch 31, 2003, the difference between the Bank’s liabilities and assetsrepricing or maturing within one year, without applying the betas was$13,085,263, indicating the Bank was liability sensitive.  However, after applying the betas, the results show that the Bank wasasset sensitive by $24,097,029.  It is the belief of management that thegap position arrived at by applying the betas is a more accurate reflection ofwhat would actually happen should interest rates change.
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Item 2.

**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS, continued**
**Liquidity**

The Corporation must maintain, on a daily basis, sufficient fundsto cover the withdrawals from depositors’ accounts and to supply new borrowerswith funds. To meet these obligations, the Corporation keeps cash on hand,maintains account balances with its correspondent banks, and purchases and sellsfederal funds and other short-term investments. Asset and liability maturitiesare monitored in an attempt to match these to meet liquidity needs. It is thepolicy of the Corporation to monitor its liquidity to meet regulatoryrequirements and their local funding requirements.
The Corporation monitors its liquidity position regularly.  The primary toolused in this analysis is an internal calculation of a liquidity ratio.  Thisratio is arrived at by dividing the Corporation’s short-term andmarketable assets, including cash, federal funds sold, and unpledged investmentsecurities, by the sum of the Corporation’s deposit liabilities andsecurities sold under agreement to repurchase.  At March 31, 2003, theCorporation’s liquidity ratio was 23.0%.
The Corporation maintains relationships with correspondent banks that canprovide funds to it on short notice, if needed.  Presently, the Corporation hasarrangements with a commercial bank for short term unsecured advances up to$5,600,000.  Additional liquidity is provided to the Corporation throughavailable Federal Home Loan Bank advances up to $20,393,000, of which$13,300,000 was outstanding at March 31, 2003.
During the first three months of 2003, cash and cash equivalents increased$10,651,020 to a total of $26,516,419 at March 31, 2003 as cash provided byoperating and financing activities outpaced amounts used by investingactivities.  Cash inflows from operations totaled $3,238,395 during the firstthree months of 2003, while inflows from financing activities totaled$15,667,191, most of which were net deposit increases during the first threemonths of $16,506,443, offset by cash dividends paid during the first threemonths of 2003 of $899,885.
Investing activities used $8,254,566 of cash and cash equivalents, consisting ofpurchases of investment securities of $21,382,042 and purchases of premises andequipment of $424,617, offset by net repayments of loans by customers of$2,056,782 and proceeds from the sales, calls, maturities and paydowns ofinvestment securities totaling $11,495,311.  At March 31, 2003, the Bank had$49,238,948 of investment securities available for sale.
**Contractual Obligations and Commitments**
The Corporation has contractual obligations to make future payments pursuant toits agreement with the Federal Home Loan Bank (“FHLB”) and is partyto certain off-balance sheet arrangements.
At March 31, 2003, the Corporation had one advance from the FHLB outstanding inthe amount of $13,300,000 which matures in August 2003 and calls for interest tobe paid quarterly at a fixed rate of 6.34%.
The Corporation is party to financial instruments with off-balance sheet risk inthe normal course of business to meet the financing needs of its customers.These financial instruments include commitments to extend credit, standbyletters of credit and financial guarantees.  These instruments involve, tovarying degrees, elements of credit risk in excess of the amount recognized onthe balance sheet.  The contract amounts of these instruments reflect the extentof involvement the Corporation has in particular classes of financialinstruments.  At March 31, 2003, the contractual amounts of theCorporation’s commitments to extend credit and standby letters of creditwere $31,317,000and $926,000, respectively.
Commitments to extend credit are agreements to lend to a customer as long asthere is no violation of any condition established in the contract.  Commitmentsgenerally have fixed expiration dates and because they may expire without beingdrawn upon, the total commitment amount of $31,317,000 does not necessarilyrepresent future cash requirements.  Standby letters of credit and financial guarantees written areconditional commitments issued by the Corporation to guarantee the performanceof a customer to a third party.
12
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Item 2.

**MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL****CONDITIONAND RESULTS OF OPERATIONS, continued**
**Capital**
The following tables present Oconee State Bank’s regulatory capitalposition at March 31, 2003, based on the regulatory capital requirements offederal banking agencies.  The capital ratios of the Corporation are essentiallythe same as those of the Bank at March 31, 2003 and therefore only theBank’s ratios are presented.
 Risk-Based Capital Ratios 
Tier 1 Capital, Actual 
10.3%Tier 1 Capital minimum requirement 4.0%
Excess
  6.3%
Total Capital, Actual   
11.6%Total Capital minimum requirement 8.0%
Excess 
 3.6%  Leverage Ratio 
Tier 1 Capital to adjusted total assets  
7.4%Minimum leverage requirement  3.0%
Excess
4.4%
 
Item 3.
**CONTROLS AND PROCEDURES**

Our management, including the chiefexecutive and chief financial officers, supervised and participated in anevaluation of our disclosure controls and procedures (as defined in federalsecurities rules) within the 90 day period before we filed this report. Based onthat evaluation, our CEO and CFO have concluded that our disclosure controls andprocedures are effective in accumulating and communicating information to ourmanagement, including our President and CEO and CFO, as appropriate to allowtimely decisions regarding required disclosures of that information under theSecurities and Exchange Commission’s rules and forms and that our disclosurecontrols and procedures are designed to ensure that the information we arerequired to disclose in reports that we file or submit under all applicablefederal securities law is recorded, processed, summarized and reported withinthe time periods specified in the Securities and Exchange Commission’s rules andforms.

There were no significant changes inour internal controls or in other factors that could significantly affect thesecontrols subsequent to the date of their evaluation.

13
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**PART II.  OTHER INFORMATION**
**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
Item 1.     Legal Proceedings
None
Item 2.     Changes in Securities and Use ofProceeds
None
Item 3.     Defaults Upon Senior Securities
None
Item 4.     Submission of Matters to a Vote ofSecurity Holders
None
Item 5.     Other Information
None
Item 6.       Exhibits and Reports on Form 8-K

(a)  Exhibits 

99.  **CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350**

(b)  Reports on Form 8-K

There were no 8-K filings during the quarterfor which this report is filed.

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**OCONEE FINANCIAL CORPORATION AND SUBSIDIARY**
**SIGNATURES**
Pursuant to the requirements of the Securities Exchange Act of 1934, theRegistrant has duly caused this Report to be signed on its behalf by theundersigned thereunto duly authorized.
            OCONEE FINANCIAL CORPORATION
 
By:   /s/ B. Amrey Harden                                                   B. Amrey Harden, President andC.E.O.       (Principal Executive Officer)
Date:      May 15,2003                                                   
 
By:    /s/ Jerry K. Wages                                                             Jerry K. Wages           Executive Vice-President and C.F.O.           (Principal Accounting Officer)
Date:      May 15,2003                                                   

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**CERTIFICATE**
 
I, B. Amrey Harden, certify that:
- I have reviewed this quarterly report on Form 10-QSBof Oconee Financial Corporation; 
- Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis quarterly report; 
- Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods represented in thisquarterly report; 
- The registrant’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for theregistrant and we have:
-  designed such disclosure controls and procedures toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared; 
-  evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”);and 
-  presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures based on our evaluationas of the Evaluation Date;
- The registrant’s other certifying officers and I have    disclosed, based on our most recent evaluation, to the registrant’s auditors    and the audit committee of registrant’s board of directors (or persons    performing the equivalent functions):
-  All significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial data andhave identified for the registrant’s auditors any material weaknesses ininternal controls; and Any fraud, whether or not    material, that involves management or other employees who have a significant    role in the registrant’s internal controls; and- The registrant’s other certifying officers and I have    indicated in this quarterly report whether or not there were significant    changes in internal controls or in other factors that could significantly    affect internal controls subsequent to the date of our most recent    evaluation, including any corrective actions with regard to significant    deficiencies and material weaknesses.

 
Date: May 15,      2003                                         /s/ B. Amrey Harden                                               B. Amrey Harden      President & Chief ExecutiveOfficer
     
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**CERTIFICATE**
 
I, Jerry K. Wages, certify that:
- I have reviewed this quarterly report on Form 10-QSBof Oconee Financial Corporation; 
- Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis quarterly report; 
- Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods represented in thisquarterly report; 
- The registrant’s other certifying officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for theregistrant and we have:
-  designed such disclosure controls and procedures toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared; 
-  evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of a date within 90 days prior to thefiling date of this quarterly report (the “Evaluation Date”);and 
-  presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures based on our evaluationas of the Evaluation Date;
- The registrant’s other certifying officers and I have      disclosed, based on our most recent evaluation, to the registrant’s      auditors and the audit committee of the registrant’s board of directors      (or persons performing the equivalent function):
-  All significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial data andhave identified for the registrant’s auditors any material weaknesses ininternal controls; and Any fraud, whether or not      material, that involves management or other employees who have a      significant role in the registrant’s internal controls; and- The registrant’s other certifying officers and I have      indicated in this quarterly report whether or not there were significant      changes in internal controls or in other factors that could significantly      affect internal controls subsequent to the date of our most recent      evaluation, including any corrective actions with regard to significant      deficiencies and material weaknesses.

 
Date: May 15,        2003                                         /s/ Jerry K. Wages                                                  Jerry K. Wages        Executive Vice President & Chief Financial Officer