<PAGE>
<PAGE>
=================================================================
          SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C.  20549
                      FORM 10-K/A
                   (AMENDMENT NO. 1)

           FOR ANNUAL AND TRANSITION REPORTS
        PURSUANT TO SECTIONS 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
                          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 No. 1-11819

                HAYWOOD BANCSHARES, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NORTH CAROLINA                                  56-1918006
--------------------------------          ----------------------
(STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

370 NORTH MAIN STREET, WAYNESVILLE, NORTH CAROLINA        28786
---------------------------------------------------    ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


Registrant's telephone number, including area code:(828)456-9092
                                                   -------------

 Securities registered under Section 12(b) of the Act:

   Title of Class           Name of Exchange on Which Registered
-----------------------     ------------------------------------
COMMON STOCK, PAR VALUE             AMERICAN STOCK EXCHANGE
    $1.00 PER SHARE


Securities registered under Section 12(g) of the Act: NONE
                                                      ----

Indicate by check mark whether the registrant (1) has filed all
reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or 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
                                          ---         ---

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
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-K or any amendment to this
Form 10-K.  [X]

Based on the closing sale price of $14.375 on March 24, 1999 on
the American Stock Exchange, the aggregate market value of the
voting stock held by nonaffiliates of the registrant, at March
24, 1999, was $12,342,806 (858,630 shares at $14.375 per share).
Solely for purposes of this computation, it is assumed that
directors, officers and 5% stockholders are affiliates.

As of March 24, 1999, there were issued and outstanding 1,250,356
shares of the Registrant's common stock.

          DOCUMENTS INCORPORATED BY REFERENCE

    1.  Portions of Proxy Statement for the 1999 Annual Meeting
of Stockholders.  (Part III)

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

<PAGE>
<PAGE>
                        PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS
--------------------------------------------------------------

  The Company's common stock trades on the American Stock
Exchange under the symbol "HBS."  The following table sets forth
for each quarter during the past two fiscal years the high and
low closing sales prices for the common stock on the American
Stock Exchange as well as dividends declared on the common stock
in each quarter.
<TABLE>
<CAPTION

                                                    DIVIDENDS
                             HIGH       LOW         DECLARED
                             ---        ---         ---------
<S>                          <C>        <C>          <C>
  1998
  ----
First Quarter                $23.00     $21.13       $0.15
Second Quarter                23.00      22.25        0.15
Third Quarter                 22.38      17.75        0.15
Fourth Quarter                17.75      15.75        0.16

  1997
  ----
First Quarter                $18.25     $16.68       $0.14
Second Quarter                17.13      15.75        0.14
Third Quarter                 21.75      17.06        0.14
Fourth Quarter                22.63      20.50        0.15
</TABLE>

    At December 31, 1998 there were 1,250,356 shares of common
stock outstanding and 427 stockholders of record.

                              2
<PAGE>
<PAGE>
                      SIGNATURES

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


                             HAYWOOD BANCSHARES, INC.


Date:  November 1, 1999      By: /s/ Larry R. Ammons
                                 ------------------------------
                                 Larry R. Ammons
                                 President
                                 (Duly Authorized Representative)