Exhibit 13


        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
FNB Banking Company and Subsidiary


We have audited the accompanying consolidated balance sheets of
FNB Banking Company and subsidiary as of December 31, 1995 and
1994, and the related statements of earnings, changes in
stockholders' equity and cash flows for the three years in the
period ended December 31, 1995. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of FNB Banking Company and subsidiary as of December 31,
1995 and 1994, and the results of their operations and their cash
flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting
principles.





Evans, Porter, Bryan & Co.


Atlanta, Georgia
January 12, 1996





                               F-1<PAGE>
                                             FNB BANKING COMPANY AND SUBSIDIARY
<TABLE>
<CAPTION>
                                                 Consolidated Balance Sheets

                                                 December 31, 1995 and 1994

                                                           Assets
                                                           ------
                                                                                        1995              1994
                                                                                        ----              ----
<S>                                                                              <C>                 <C>
Cash and due from banks, including reserve
  requirements of $1,073,000 and $1,100,000                                      $  12,633,327        13,069,918

Investment securities available for sale (note 2)                                    7,063,760         6,742,855

Investment securities held to maturity (market value,
  $16,208,545 and $18,481,011) (note 2)                                             15,621,241        18,784,396

Other investments                                                                    1,120,510         1,130,310
Mortgage loans held for sale                                                            -                 42,638

Loans, net (note 3)                                                                106,694,884        99,860,150
Premises and equipment (notes 4 and 5)                                               5,871,757         5,572,402

Accrued interest receivable and other assets                                         1,373,014         1,449,253
                                                                                 -------------       -----------
                                                                                 $ 150,378,493       146,651,922
                                                                                 =============       ===========

                                       Liabilities and Stockholders' Equity
                                       ------------------------------------
Deposits:
  Demand                                                                         $  23,201,333        25,161,974
  Interest-bearing demand                                                           34,839,943        35,913,900
  Savings                                                                           14,802,508        15,679,076
  Time                                                                              56,655,209        51,519,571
                                                                                 -------------       -----------
       Total deposits                                                              129,498,993       128,274,521

Federal funds purchased                                                                 -              1,500,000

FHLB advances (note 6)                                                               2,000,000            -     

Note payable (note 5)                                                                  944,445         1,111,112

Accounts payable and accrued liabilities                                             1,160,999         1,194,679
                                                                                 -------------       -----------
       Total liabilities                                                           133,604,437       132,080,312
                                                                                 -------------       -----------
Commitments (note 8)

Stockholders' equity (note 9):
  Common stock, par value $1; 5,000,000 shares 
   authorized; 807,800 shares issued and outstanding                                   807,800           807,800
  Retained earnings                                                                 15,981,567        14,117,346
  Net unrealized loss on investment securities
   available for sale, net of tax                                                      (15,311)         (353,536)
                                                                                 -------------       -----------
       Total stockholders' equity                                                   16,774,056        14,571,610
                                                                                 -------------       -----------
                                                                                 $ 150,378,493       146,651,922
                                                                                 =============       ===========

</TABLE>
See accompanying notes to consolidated financial statements.


                                                                      F-2
<PAGE>
                                FNB BANKING COMPANY AND SUBSIDIARY
                                Consolidated Statements of Earnings

                       For the Years Ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                                                                      1995             1994               1993
                                                                      ----             ----               ----
<S>                                                             <C>                  <C>               <C>
Interest income:
  Interest and fees on loans                                    $ 11,016,657         9,549,840         9,102,885
  Interest on federal funds sold                                     119,788           202,323           194,263
  Interest-bearing deposits in other banks                             6,012             3,858               413
  Interest on investment securities:
   Tax-exempt                                                        518,758           556,618           625,207
   Taxable                                                         1,068,633         1,034,598         1,231,377
  Dividends on other investments                                      43,016            11,791             9,495
                                                                ------------        ----------        ----------
       Total interest income                                      12,772,864        11,359,028        11,163,640
                                                                ------------        ----------        ----------
Interest expense:
  Deposits                                                         4,257,069         3,623,676         3,958,020
  Notes payable                                                       77,907            70,887            70,006
  Other                                                               43,004             4,673            -     
                                                                ------------        ----------        ----------
       Total interest expense                                      4,377,980         3,699,236         4,028,026
                                                                ------------        ----------        ----------
       Net interest income                                         8,394,884         7,659,792         7,135,614

Provision for loan losses (note 3)                                    31,000            85,000           525,000
                                                                ------------        ----------        ----------
       Net interest income after provision for loan losses         8,363,884         7,574,792         6,610,614
                                                                ------------        ----------        ----------
Other operating income:
  Service charges                                                  1,576,045         1,435,566         1,392,580
  Fees for trust services                                            180,000           185,000           105,000
  Other                                                              368,221           256,911           451,372
                                                                ------------        ----------        ----------
       Total other operating income                                2,124,266         1,877,477         1,948,952
                                                                ------------        ----------        ----------
Other operating expenses:
  Salaries and employee benefits                                   3,917,042         3,972,917         3,735,616
  Occupancy and equipment                                          1,009,844           867,538           940,841
  Securities (gains) losses, net                                     (65,550)          (92,282)          149,414
  Miscellaneous (note 12)                                          1,972,181         2,197,657         1,939,256
                                                                ------------        ----------        ----------
       Total other operating expenses                              6,833,517         6,945,830         6,765,127
                                                                ------------        ----------        ----------
       Earnings before income taxes and cumulative
          effect of accounting change                              3,654,633         2,506,439         1,794,439
Income taxes (note 10)                                             1,103,782           683,433           416,673
                                                                ------------        ----------        ----------
       Earnings before cumulative effect
          of accounting change                                     2,550,851         1,823,006         1,377,766
Cumulative effect of accounting change for
  income taxes on years prior to 1993 (note 10)                       -                 -                290,865
                                                                ------------        ----------        ----------
       Net earnings                                             $  2,550,851         1,823,006         1,668,631
                                                                ============        ==========        ==========
Earnings per common share based on
  average outstanding shares of 807,800
  in 1995, 1994 and 1993:
   Earnings per share before cumulative
     effect of accounting change                                $       3.16              2.26              1.71
   Cumulative effect of accounting change                             -                  -                   .36
                                                                ------------        ----------        ----------
       Net earnings per share                                   $       3.16              2.26              2.07
                                                                ============        ==========        ==========
</TABLE>
See accompanying notes to consolidated financial statements.






                                                                      F-3
<PAGE>
                              FNB BANKING COMPANY AND SUBSIDIARY

                  Consolidated Statements of Changes in Stockholders' Equity

                      For the Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
                                                                                      Net
                                                                                   Unrealized
                                                                                      Gain
                                                                                   (Loss) On
                                                                                   Investment
                                                                                   Securities
                                                                                    Available
                                                   Common         Retained          for Sale,
                                                    Stock         Earnings         Net of Tax         Total
                                                   ------         --------         -----------        -----

<S>                                              <C>             <C>                <C>            <C>
Balance, December 31, 1992                       $ 807,800       11,797,019           -            12,604,819

Net earnings                                        -             1,668,631           -             1,668,631

Cash dividends declared of $.70 per share           -              (565,460)          -              (565,460)
                                                 ---------       ----------         --------       ----------
Balance, December 31, 1993                         807,800       12,900,190           -            13,707,990

Cumulative effect of accounting change for
  certain investment securities, net of
  income taxes of $13,415                           -                -               26,041            26,041

Net earnings                                        -             1,823,006           -             1,823,006

Cash dividends declared of $.75 per share           -              (605,850)          -              (605,850)

Change in unrealized loss on investment
  securities available for sale, net of tax         -                -             (379,577)         (379,577)
                                                 ---------       ----------         --------       ----------

Balance, December 31, 1994                         807,800       14,117,346        (353,536)       14,571,610

Net earnings                                        -             2,550,851          -              2,550,851

Cash dividends declared of $.85 per share           -              (686,630)         -               (686,630)

Change in unrealized loss on investment
  securities available for sale, net of tax         -                -              338,225           338,225
                                                 ---------       ----------         --------       ----------
Balance, December 31, 1995                       $ 807,800       15,981,567         (15,311)       16,774,056
                                                 =========       ==========         =======        ==========

</TABLE>


See accompanying notes to consolidated financial statements.









                                                                      F-4
<PAGE>
                                    FNB BANKING COMPANY AND SUBSIDIARY

                                  Consolidated Statements of Cash Flows

                        For the Years Ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                                                                       1995            1994               1993
                                                                       ----            ----               ----
<S>                                                             <C>                 <C>               <C>
Cash flows from operating activities:
  Net earnings                                                   $ 2,550,851         1,823,006         1,668,631
  Adjustments to reconcile net earnings
   to net cash provided by operating activities:
       Depreciation, amortization and accretion                      368,991           352,816           459,977
       Provision for loan losses                                      31,000            85,000           525,000
       Provision for losses on sales of other real estate
         owned and repossessed collateral                             11,986           126,906            -     
       Provision for deferred income taxes                            74,845            84,614           211,173
       Cumulative effect of accounting change                         -                 -               (290,865)
       (Gains) losses on investment securities                       (65,550)          (92,282)          149,414
       Losses on disposals of premises and equipment                   1,574            40,113            -     
       Change in:
         Mortgage loans held for sale                                 42,638           173,642           (85,000)
         Interest receivable                                         (69,619)         (140,914)           59,973
         Interest payable                                             76,020             2,004           (55,612)
         Other, net                                                 (258,839)          132,396           269,257
                                                                 -----------         ---------         ---------
            Net cash provided by operating activities              2,763,897         2,587,301         2,911,948
                                                                 -----------         ---------         ---------
Cash flows from investing activities:
  Proceeds from sales and calls of investment securities
   held to maturity                                                1,911,300         2,300,605         3,685,000
  Proceeds from sales and calls of investment securities
   available for sale                                                976,250         2,024,967            -     
  Proceeds from sales and calls of other investments                   9,800            -                 -     
  Proceeds from maturities of investment securities
   held to maturity                                                2,055,800         3,530,452         7,104,434
  Proceeds from maturities of investment securities
   available for sale                                                173,766           689,622            -     
  Purchase of investment securities held to maturity                (698,370)       (6,776,361)       (6,897,067)
  Purchase of investment securities available for sale            (1,000,000)         (992,500)           -     
  Purchase of other investments                                       -               (484,300)           -     
  Net change in loans                                             (7,192,952)       (2,964,659)       (7,684,593)
  Proceeds from disposals of premises and equipment                    1,800            -                 -     
  Additions to premises and equipment                               (624,289)         (334,425)         (346,940)
  Proceeds from sales of other real estate and
   repossessed collateral                                            315,232           496,428           138,234
  Purchase of Griffin Loans, Inc. net of cash acquired                -               (386,500)           -     
                                                                ------------        ----------        ----------
            Net cash used by investing activities               $ (4,071,663)       (2,896,671)       (4,000,932)
                                                                ------------        ----------        ----------
</TABLE>



                                                                      F-5
<PAGE>
                                    FNB BANKING COMPANY AND SUBSIDIARY

                           Consolidated Statements of Cash Flows, continued

                        For the Years Ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                                                                       1995            1994               1993
                                                                       ----            ----               ----
<S>                                                            <C>                  <C>                <C>
Cash flows from financing activities:
  Net change in demand and savings deposits                    $  (3,911,166)        7,433,094          (710,678)
  Net change in time deposits                                      5,135,638        (1,021,615)       (6,044,172)
  Net change in federal funds purchased                           (1,500,000)          700,000           800,000
  Proceeds from FHLB advances                                      2,000,000            -                 -     
  Repayments of notes payable                                       (166,667)         (166,667)         (166,666)
  Payment of cash dividends                                         (686,630)         (565,460)         (721,170)
                                                                 -----------        ----------        ----------
            Net cash provided (used) by financing activities         871,175         6,379,352        (6,842,686)
                                                                 -----------        ----------        ----------
Net increase (decrease) in cash and cash equivalents                (436,591)        6,069,982        (7,931,670)

Cash and cash equivalents at beginning of year                    13,069,918         6,999,936        14,931,606
                                                                 -----------        ----------        ----------
Cash and cash equivalents at end of year                       $  12,633,327        13,069,918         6,999,936
                                                                 ===========        ==========        ==========
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
   Interest                                                    $   4,301,960         3,697,232         4,083,638
   Income taxes                                                $   1,141,000           534,000           367,000

  Noncash investing and financing activities:
   Transfer of investment securities
     available for sale upon adoption of
     SFAS 115 (note 1)                                         $      -              9,018,824            -     
   Transfers of other investment securities
     upon adoption of SFAS 115 (note 1)                        $      -                646,010            -     
   Change in net unrealized losses on
     investment securities available for sale,
     net of tax                                                $    (338,225)          353,536            -     
   Transfers of loans to other real estate                     $     348,597            99,671           792,327
   Financed sales of other real estate                         $      21,379            -                272,485
   Change in dividends payable to stockholders                 $      -                 40,390          (155,710)

</TABLE>


See accompanying notes to consolidated financial statements.







                                  F-6
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

            Notes to Consolidated Financial Statements


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accounting and reporting policies of FNB Banking Company
    (the "Company") and subsidiary, and the methods of applying
    those principles, conform with generally accepted accounting
    principles (GAAP) and with general practice within the banking
    industry. The following is a summary of the significant
    policies and procedures.

    Basis of Presentation
    ---------------------
    The consolidated financial statements include the accounts of
    the Company and its wholly-owned subsidiary, First National
    Bank of Griffin ("Bank"). All significant intercompany
    accounts and transactions have been eliminated in
    consolidation.

    The Bank commenced business in 1933 upon receipt of its
    charter from the Georgia Department of Banking and Finance.
    This state charter was converted to a national charter in
    1965. The Bank is primarily regulated by the Office of the
    Comptroller of the Currency ("OCC") and the Company is
    regulated by the Federal Reserve System and both undergo
    periodic examinations by these regulatory authorities. The
    Bank provides a full range of customary banking services
    throughout Spalding County in Georgia. During 1994, the Bank
    acquired certain assets of Griffin Loans, Inc., a consumer
    finance company, for $386,500.

    In preparing financial statements in conformity with GAAP,
    management is required to make estimates and assumptions that
    affect the reported amounts in the financial statements.
    Actual results could differ significantly from these
    estimates. Material estimates common to the banking industry
    that are particularly susceptible to significant change in the
    near term include, but are not limited to, the determination
    of the allowance for loan losses, the valuation of real estate
    acquired in connection with or in lieu of foreclosure on
    loans, and valuation allowances associated with the
    realization of deferred tax assets which are based on future
    taxable income.

    Investment Securities
    ---------------------
    Effective January 1, 1994, the Company adopted the provisions
    of Statement of Financial Accounting Standards ("SFAS") No.
    115, "Accounting for Certain Investments in Debt and Equity
    Securities."  Under SFAS No. 115, the Company classifies its
    securities in one of three categories: trading, available for
    sale, or held to maturity. Trading securities are bought and
    held principally for the purpose of selling them in the near
    term. Held to maturity securities are those securities for
    which the Company has the ability and intent to hold the
    security until maturity. All other securities not included in
    trading or held to maturity are classified as available for
    sale. At December 31, 1995 and 1994 the Company had no trading
    securities.

    Available for sale securities are recorded at fair value. Held
    to maturity securities are recorded at cost, adjusted for the
    amortization or accretion of premiums or discounts. Unrealized
    holding gains and losses, net of the related tax effect, on
    securities available for sale are excluded from earnings and
    are reported as a separate component of stockholders' equity
    until realized. Transfers of securities between categories are
    recorded at fair value at the date of transfer. Unrealized
    holding gains or losses associated with transfers of
    securities from held to maturity to available for sale are
    recorded as a separate component of stockholders' equity. The
    unrealized holding gains or losses included in the separate
    component of stockholders' equity for securities transferred
    from available for sale to held to maturity are maintained and
    amortized into earnings over the remaining life of the
    security as an adjustment to yield in a manner consistent with
    the amortization or accretion of premium or discount on the
    associated security.


                              F-7<PAGE>
    A decline in the market value of any available for sale or
    held to maturity investment below cost that is deemed other
    than temporary is charged to earnings and establishes a new
    cost basis for the security.

    Premiums and discounts are amortized or accreted over the life
    of the related security as an adjustment to the yield.
    Realized gains and losses for securities classified as
    available for sale and held to maturity are included in
    earnings and are derived using the specific identification
    method for determining the cost of securities sold.

    Other Investments
    -----------------
    Other investments include equity securities with no readily
    determinable fair value. These investment securities are
    carried at cost.

    Mortgage Loans Held for Sale
    ----------------------------
    Mortgage loans held for sale are carried at the lower of
    aggregate cost or market value. The amount by which cost
    exceeds market value is accounted for as a valuation
    allowance. Changes in the valuation allowance are included in
    the determination of net earnings of the period in which the
    change occurs.

    Loans, Loan Fees and Interest Income
    ------------------------------------
    Loans are stated at principal amount outstanding, net of the
    allowance for loan losses. Interest on loans is calculated by
    using the simple interest method on daily balances of the
    principal amount outstanding.

    Accrual of interest is discontinued on a loan when management
    believes, after considering economic and business conditions
    and collection efforts, that the borrower's financial
    condition is such that collection of interest is doubtful.
    When a loan is placed on nonaccrual status, previously accrued
    and uncollected interest is charged to interest income on
    loans. Generally, payments on nonaccrual loans are applied to
    principal.

    Loan fees, net of certain origination costs, have been
    deferred and are being amortized over the lives of the
    respective loans in accordance with generally accepted
    accounting principles set forth in Statement of Financial
    Accounting Standards No. 91, "Accounting for Nonrefundable
    Fees and Costs Associated with Originating or Acquiring Loans
    and Initial Direct Costs of Leases".

    Allowance For Loan Losses
    -------------------------
    The allowance for loan losses is established through a
    provision for loan losses charged to expense. Loans are
    charged against the allowance for loan losses when management
    believes that the collectibility of the principal is unlikely.
    The allowance represents an amount which, in management's
    judgement, will be adequate to absorb probable losses on
    existing loans that may become uncollectible.

    Management's judgement in determining the adequacy of the
    allowance is based on evaluations of the collectibility of
    loans. These evaluations take into consideration such factors
    as changes in the nature and volume of the loan portfolio,
    current economic conditions that may affect the borrower's
    ability to pay, overall portfolio quality, and review of
    specific problem loans.

    Management believes that the allowance for loan losses is
    adequate. While management uses available information to
    recognize losses on loans, future additions to the allowance
    may be necessary based on changes in economic conditions. In
    addition, regulators, as an integral part of their examination
    process, periodically review the Company's allowance for loan
    losses. Such regulators may require the Company to recognize
    additions to the allowance based on their judgements of
    information available to them at the time of their
    examination.

                              F-8
<PAGE>
    Effective January 1, 1995, the Company accounts for impaired
    loans in accordance with Statement of Financial Accounting
    Standards (SFAS) No. 114, "Accounting by Creditors for
    Impairment of a Loan" amended for SFAS No. 118, "Accounting by
    Creditors for Impairment of a Loan - Income Recognition and
    Disclosure." A loan is impaired when, based on current
    information and events, it is probable that all amounts due
    according to the contractual terms of the loan agreement will
    not be collected. SFAS No. 114 requires that impaired loans be
    measured based on the present value of expected future cash
    flows discounted at the loan's effective interest rate, which
    is the contractual interest rate adjusted for any deferred
    loan fees or cost, premium or discount existing at the
    inception or acquisition of the loan, or at the loan's
    observable market price, or at the fair value of the
    collateral of the loan if the loan is collateral dependent.
    SFAS No. 118 amends SFAS No. 114 to require information about
    the recorded investment in certain impaired loans and
    eliminates its provisions regarding how a creditor should
    report income on an impaired loan. SFAS No. 118 allows
    creditors to use existing methods for recognizing income on
    impaired loans, including methods used by certain industry
    regulators. The adoption of these standards had no material
    effect on the consolidated financial statements.

    Premises and Equipment
    ----------------------
    Premises and equipment are stated at cost less accumulated
    depreciation. Depreciation is computed using the straight-line
    method over the estimated useful lives of the assets. When
    assets are retired or otherwise disposed of, the cost and
    related accumulated depreciation are removed from the
    accounts, and any gain or loss is reflected in income for the
    period. Costs incurred for maintenance and repairs are
    expensed currently. The range of estimated useful lives for
    premises and equipment are:

          Buildings and improvements       3 - 40 Years
          Furniture and equipment          3 - 10 Years

    Income Taxes
    ------------
    Effective January 1, 1993, the Company changed its method of
    accounting for income taxes from the deferred method required
    under Accounting Principles Board Opinion No. 11 to the asset
    and liability method required by SFAS No. 109. SFAS No. 109
    requires the recognition of deferred tax assets and
    liabilities for the future tax consequences attributable to
    differences between the financial statement carrying amounts
    of existing assets and liabilities and their respective tax
    basis. Additionally, the standard requires the recognition of
    future tax benefits, such as net operating loss carryforwards,
    to the extent that realization of such benefits is more likely
    than not. Deferred tax assets and liabilities are measured
    using enacted tax rates expected to apply to taxable income in
    the years in which the assets and liabilities are expected to
    be recovered or settled. The effect on deferred tax assets and
    liabilities of a change in tax rates is recognized in income
    tax expense in the period that includes the enactment date.

    In the event the future tax consequences of differences
    between the financial reporting bases and the tax bases of the
    Company's assets and liabilities results in deferred tax
    assets, an evaluation of the probability of being able to
    realize the future benefits indicated by such asset is
    required. A valuation allowance is provided for the portion of
    the deferred tax asset when it is more likely than not that
    some portion or all of the deferred tax asset will not be
    realized. In assessing the realizability of the deferred tax
    assets, management considers the scheduled reversals of
    deferred tax liabilities, projected future taxable income, and
    tax planning strategies.

    Net Earnings Per Common Share
    -----------------------------
    Net earnings per share is determined by dividing net earnings
    by the weighted average number of shares outstanding.

                               F-9<PAGE>
     Other
     -----
     Certain reclassifications of the 1994 and 1993 amounts have
     been made to conform to the presentation used in the 1995
     financial statements. Property (other than cash deposits) held
     by the Bank in a fiduciary or agency capacity for customers is
     not included in the balance sheets since such items are not
     assets of the Bank.

(2) INVESTMENT SECURITIES
    Investment securities at December 31, 1995 and 1994 are as
    follows:
<TABLE>
<CAPTION>
       Securities Held to Maturity:                                            December 31, 1995
                                               ---------------------------------------------------------------
                                                                   Gross              Gross         Estimated
                                               Amortized         Unrealized        Unrealized         Fair
                                                  Cost             Gains             Losses           Value
                                               ---------         ----------        ----------       --------
       <S>                                   <C>                   <C>               <C>          <C>
       U.S. Treasury and Government
         agencies                            $  4,710,393          147,080             -           4,857,473
       State, county and municipal              8,061,787          402,278           20,304        8,443,761
       Mortgage-backed securities               2,849,061           58,250             -           2,907,311
                                               ----------          -------           ------       ----------
             Total                           $ 15,621,241          607,608           20,304       16,208,545
                                               ==========          =======           ======       ==========

</TABLE>

                                                                     F-10
<PAGE>
                                  FNB BANKING COMPANY AND SUBSIDIARY

                        Notes to Consolidated Financial Statements, continued


(2)    INVESTMENT SECURITIES, CONTINUED
<TABLE>
<CAPTION>
       Securities Held to Maturity:                                            December 31, 1994
                                               ---------------------------------------------------------------
                                                                   Gross              Gross          Estimated
                                               Amortized         Unrealized        Unrealized           Fair
                                                  Cost             Gains             Losses            Value
                                               ---------         ----------        ----------        ----------
       <S>                                  <C>                    <C>              <C>              <C>
       U.S. Treasury and Government
         agencies                            $  5,677,400           13,290          182,403           5,508,287
       State, county and municipal              9,475,373          202,140          275,541           9,401,972
       Mortgage-backed securities               3,631,623            6,884           67,755           3,570,752
                                               ----------          -------          -------          ----------
             Total                           $ 18,784,396          222,314          525,699          18,481,011
                                               ==========          =======          =======          ==========

       Securities Available for Sale:                                          December 31, 1995
                                              ----------------------------------------------------------------
                                                                   Gross              Gross          Estimated
                                               Amortized         Unrealized        Unrealized           Fair
                                                  Cost             Gains             Losses            Value
                                               ---------         ----------        ----------        ---------
       U.S. Treasury and Government
         agencies                            $  1,994,923           20,557             -             2,015,480
       Mortgage-backed securities               5,092,036            5,591           49,347          5,048,280
                                                ---------           ------           ------          ---------
             Total                          $   7,086,959           26,148           49,347          7,063,760
                                                =========           ======           ======          =========

                                                                               December 31, 1994
                                               ---------------------------------------------------------------
                                                                   Gross              Gross          Estimated
                                               Amortized         Unrealized        Unrealized           Fair
                                                  Cost             Gains             Losses            Value
                                               ---------          ---------        ----------        ---------

       U.S. Treasury and Government
         agencies                            $  1,993,522            -              149,762           1,843,760
       Mortgage-backed securities               5,284,994            -              385,899           4,899,095
                                                ---------          -------          -------           ---------
             Total                           $  7,278,516            -              535,661           6,742,855
                                                =========          =======          =======           =========

</TABLE>


                                                                     F-11
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(2) INVESTMENT SECURITIES, CONTINUED
    The amortized cost and fair value of investment securities at
    December 31, 1995, by contractual maturity, are shown below.
    Expected maturities will differ from contractual maturities
    because borrowers have the right to call or prepay
    obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                       Securities Held                  Securities Available
                                                         to Maturity                          for Sale

                                               Amortized         Estimated         Amortized        Estimated
                                                  Cost           Fair Value           Cost          Fair Value
                                               ---------         ----------        ----------       ----------
       <S>                                   <C>                 <C>                <C>             <C>
       U.S. Treasury and Government
        agencies:
          1 to 5 years                       $  4,410,616         4,548,566         1,994,923       2,015,480
          5 to 10 years                           299,777           308,907            -                 -   
                                               ----------        ----------         ---------       ---------
                                             $  4,710,393         4,857,473         1,994,923       2,015,480
                                               ==========        ==========         =========       =========
       State, county and municipal:
          Within 1 year                      $    560,000           637,130            -               -     
          1 to 5 years                          2,319,269         2,384,675            -               -     
          5 to 10 years                         4,329,836         4,524,216            -               -     
          More than 10 years                      852,682           897,740            -               -     
                                               ----------        ----------         ---------       ---------
                                             $  8,061,787         8,443,761            -               -     
                                               ==========        ==========         =========       =========
       Total securities other than mortgage-
        backed securities:
          Within 1 year                      $    560,000           637,130            -               -     
          1 to 5 years                          6,729,885         6,933,241         1,994,923       2,015,480
          5 to 10 years                         4,629,613         4,833,123            -               -     
          More than 10 years                      852,682           897,740            -               -     
       Mortgage-backed securities               2,849,061         2,907,311         5,092,036       5,048,280
                                               ----------        ----------         ---------       ---------
                                             $ 15,621,241        16,208,545         7,086,959       7,063,760
                                               ==========        ==========         =========       =========
</TABLE>
    Proceeds from disposals of securities held to maturity during
    1995, 1994 and 1993 were $1,911,300, $2,300,605 and
    $3,685,000, respectively. Call premiums amounting to $2,200
    were received on two called securities during 1995 and are
    included with securities gains in the 1995 statement of
    earnings. Gross gains of $3,685 for 1993, along with gross
    losses of $109,099 for 1993, were realized on those sales.
    There were no sales of investment securities held to maturity
    during 1995 and 1994.

    Proceeds from sales of securities available for sale during
    1995 and 1994 were $976,250 and $2,024,967, respectively.
    Gross gains of $9,177 for 1994, along with gross losses of
    $23,750 and $2,500 for 1995 and 1994, respectively, were
    realized on those sales.

    Certain investment securities were written down to their
    estimated realizable value because, in the opinion of
    management, the decline in value was considered other than
    temporary. Writedowns of these securities of $44,000 were
    charged to operations in 1993. During 1995 and 1994, the
    Company received $87,100 and $195,605, respectively, on an
    investment security that was in default and was written down
    prior to 1992. The amount received in excess of the remaining
    cost basis resulted in recoveries of $87,100 and $85,605 in
    1995 and 1994, respectively, and is included with securities
    gains in the statements of earnings.

    Securities with a carrying value of $5,914,000 and $6,765,000
    at December 31, 1995 and 1994, respectively, were pledged to
    secure public deposits as required by law.




                              F-12
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued

(3)  LOANS
     Major classifications of loans at December 31, 1995 and 1994
     are summarized as follows:
<TABLE>
<CAPTION>
                                                                                      1995             1994
                                                                                      ----             ----

         <S>       <C>         <S>                                               <C>                <C>
         Commercial, financial and agricultural                                  $  35,760,795       36,950,218
         Real estate - construction                                                  2,333,745        2,136,091
         Real estate - mortgage                                                     45,273,648       40,691,618
         Consumer                                                                   24,886,667       21,507,602
                                                                                   -----------      -----------
         Total loans                                                               108,254,855      101,285,529

              Less:  Allowance for loan losses                                       1,273,267        1,245,314
                     Unearned interest and fees                                        286,704          180,065
                                                                                   -----------      -----------
              Net loans                                                          $ 106,694,884       99,860,150
                                                                                   ===========      ===========
</TABLE>
   The Company grants loans and extensions of credit to
   individuals and a variety of firms and corporations located in
   its trade area, primarily Spalding County, Georgia and
   surrounding counties. Although the Company has a diversified
   loan portfolio, a substantial portion of the loan portfolio is
   collateralized by improved and unimproved real estate and is
   dependent upon the real estate market in this geographical
   area.

   Changes in the allowance for loan losses are summarized as
   follows:
<TABLE>
<CAPTION>
                                                                       1995             1994             1993
                                                                       ----             ----             ----
         <S>                                                     <C>                 <C>              <C>
         Balance at beginning of year                            $ 1,245,314         1,441,964        1,755,810
         Amounts charged off                                        (409,863)         (452,464)        (906,515)
         Recoveries on amounts previously charged off                406,816           170,814           67,669
         Provision charged to operating expenses                      31,000            85,000          525,000
                                                                   ---------         ---------        ---------
         Balance at end of year                                  $ 1,273,267         1,245,314        1,441,964
                                                                   =========         =========        =========
</TABLE>
   The Company was servicing approximately $31,200,000 and
   $31,100,000 of mortgage loans for the Federal Home Loan
   Mortgage Corporation at December 31, 1995 and December 31,
   1994.

(4) PREMISES AND EQUIPMENT
    Premises and equipment at December 31, 1995 and 1994, are
    summarized as follows:
<TABLE>
<CAPTION>
                                                                                        1995             1994
                                                                                        ----             ----

         <S>                                                                       <C>                <C>
         Land and improvements                                                     $ 1,113,634        1,113,634
         Buildings and improvements                                                  5,465,706        5,468,780
         Furniture and equipment                                                     3,022,762        2,705,028
                                                                                     ---------        ---------

                                                                                     9,602,102        9,287,442
         Less:  Accumulated depreciation                                             3,730,345        3,715,040
                                                                                     ---------        ---------

                                                                                   $ 5,871,757        5,572,402
                                                                                     =========        =========
</TABLE>
   Depreciation expense was $321,560, $292,711 and $380,584 for
   the years ended December 31, 1995, 1994 and 1993,
   respectively.


                               F-13
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(5) NOTE PAYABLE
    Note payable at December 31, 1995 and 1994 consisted of the
    following:

<TABLE>
<CAPTION>
                                                                           1995       1994
                                                                           ----       ----
     <S>                                                                <C>         <C>
     Note payable, due in monthly installments of $13,889 
        plus interest at 70% of the prime interest rate
        through August 1, 2001, collateralized by certain
        land and buildings.                                             $ 944,445   1,111,112

</TABLE>
   Aggregate maturities required on the note payable at December
   31, 1995 are as follows:

        1996                                   166,668
        1997                                   166,668
        1998                                   166,668
        1999                                   166,668
        2000                                   166,668
        Thereafter                             111,105
                                               -------

                                            $  944,445
                                               =======

(6) FEDERAL HOME LOAN BANK ADVANCES
    During 1994, the Bank entered into an agreement with the
    Federal Home Loan Bank (FHLB) whereby the FHLB agreed to
    provide the Bank credit facilities under the Agreement for
    Advances and Security Agreement. Any amounts advanced by the
    FHLB are secured under a Blanket Floating Lien covered by all
    of the Bank's 1-4 family first mortgage loans. The Bank may
    draw advances up to 75% of the outstanding balance of these
    loans based on the agreement with the FHLB. At December 31,
    1995, the Bank has advances payable amounting to $2,000,000
    with a fixed interest rate of 6.72% and interest payable
    monthly with equal principal payments due semi-annually
    beginning July 1997 until maturity in 2002.

(7) EMPLOYEE BENEFIT PLANS
    The Company has a noncontributory defined benefit plan
    covering substantially all of its employees who have completed
    one year of service. The Company's funding policy provides
    that payments to the plan shall be consistent with minimum
    government funding requirements plus additional amounts which
    may be approved by the Company. Contributions are intended to
    provide not only for benefits attributed to services to date
    but also for those expected to be earned in the future.









                               F-14
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(7) EMPLOYEE BENEFIT PLANS, CONTINUED
    The following table sets forth the Plan's status and amounts
    recognized in the balance sheets at December 31, 1995 and
    1994. Plan assets are stated at fair value and consist of
    cash, certificates of deposit, equity securities and
    government securities.
<TABLE>
<CAPTION>
                                                                      1995        1994
   <S>                                                        <C>            <C>
   Actuarial present value of benefit obligations:
     Vested                                                      $ 2,201,036    1,593,371
     Nonvested                                                        25,798       16,008
                                                                   ---------    ---------
        Total accumulated benefit obligations                    $ 2,226,834    1,609,379
                                                                   =========    =========
     Projected benefit obligations for services
       rendered to date                                          $ 3,378,244    2,493,420
     Plan assets at fair value                                     3,123,794    2,384,649
                                                                   ---------    ---------
        Assets less than projected benefit obligation               (254,450)    (108,771)

     Unamortized net asset (transition gain) existing
       at date of adoption of SFAS 87                                225,240      243,741
     Unamortized net gain from past experience different
       from that assumed and effects of changes in
      assumptions                                                     87,108     (236,338)
                                                                   ---------    ---------
        Prepaid (accrued) pension cost included in other
          liabilities                                            $    57,898     (101,368)
                                                                  ==========    =========
</TABLE>
   The components of net pension cost for the years ended
   December 31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                                     1995       1994         1993

     <S>                                                         <C>           <C>         <C>
     Service cost for benefits earned                            $ 115,323     133,916     130,314
     Interest cost on projected benefit
       obligations                                                 200,887     188,399     175,373
     Actual return on plan assets                                 (493,582)     56,602    (162,194)
     Net amortization and deferral                                 305,372    (232,917)     18,507
                                                                  --------    --------    --------
        Net pension cost                                         $ 128,000     146,000     162,000
                                                                   =======    ========    ========
</TABLE>
   The following assumptions were used in determining the
   actuarial present value of the projected benefit obligations
   at December 31, 1995 and 1994:

<TABLE>
<CAPTION>
                                                                       1995      1994

     <S>                                                               <C>       <C>
     Discount rate                                                     7.0%      8.0%
     Rate of increase in future compensation levels                    5.0%      5.0%
     Expected long-term rate of return on assets                       8.25%     8.25%
</TABLE>




                               F-15
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(7) Employee Benefit Plans, continued
    The Company has a profit sharing plan covering substantially
    all employees. Contributions, computed as defined in the plan,
    amounted to $384,000 in 1994 and $357,000 in 1993. Effective
    January 1, 1995, the Company amended the plan to comply with
    the requirements of Section 401(K) of the Internal Revenue
    Code. The plan covers substantially all employees, subject to
    certain minimum service requirements. The Company will match
    up to 6% of the participants' before tax contributions. The
    Company's matching contributions amounted to $131,000 in 1995.

(8) Commitments
    The Company is a party to financial instruments with
    off-balance-sheet risk in the normal course of business to
    meet the financing needs of its customers. These financial
    instruments include commitments to extend credit, standby
    letters of credit and financial guarantees. Those instruments
    involve, to varying degrees, elements of credit risk in excess
    of the amount recognized in the balance sheet. The contract
    amounts of those instruments reflect the extent of involvement
    the Company has in particular classes of financial
    instruments.

    The Company's exposure to credit loss in the event of
    nonperformance by the other party for commitments to extend
    credit, standby letters of credit and financial guarantees
    written is represented by the contractual amount of those
    instruments. The Company uses the same credit policies in
    making commitments and conditional obligations as it does for
    on-balance-sheet instruments.

    In some cases, the Company does require collateral or other
    security to support financial instruments with credit risk.
<TABLE>
<CAPTION>
                                                                                           Approximate
                                                                                           Contractual
                                                                                              Amount
                                                                                           -----------
                                                                                        1995             1994
                                                                                        ----             ----
         <S>                                                                     <C>                 <C>
         Financial instruments whose contract
           amounts represent credit risk:
              Commitments to extend credit                                       $  15,687,000       12,555,000
              Standby letters of credit and
                financial guarantees written                                     $     798,000          954,000

</TABLE>
    Commitments to extend credit are agreements to lend to a customer
    as long as there is no violation of any condition established in
    the contract. Commitments generally have fixed expiration dates
    or other termination clauses and may require payment of a fee.
    Since many of the commitments may expire without being drawn
    upon, the total commitment amounts do not necessarily represent
    future cash requirements. The Company evaluates each customer's
    credit worthiness on a case-by-case basis. The amount of
    collateral obtained, if deemed necessary by the Company, upon
    extension of credit is based on management's credit evaluation.
    Collateral held varies but may include unimproved and improved
    real estate, certificates of deposit, or personal property.

    Standby letters of credit and financial guarantees written
    are conditional commitments issued by the Company to
    guarantee the performance of a customer to a third party.
    The credit risk involved in issuing letters of credit is
    essentially the same as that involved in extending loan
    facilities to customers. Letters of credit are approximately
    40% collateralized.






                               F-16
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(9) DIVIDEND LIMITATIONS
    Dividends paid by the Bank are the primary source of funds
    available to the Company. Banking regulations limit the
    amount of dividends that may be paid without prior approval
    of the regulatory authorities. The amount of dividends the
    Bank may pay in 1996 without prior approval is approximately
    $3,260,000 plus 1996 earnings of the Bank.

(10)INCOME TAXES
    As more fully described in note 1, the Company changed its
    method of accounting for income taxes effective January 1,
    1993. The adoption of SFAS 109 resulted in a cumulative
    effect that increased net earnings by $290,865 for the year
    ended December 31, 1993.

    The components of income tax expense for the years ended
    December 31, 1995, 1994 and 1993 are as follows:

                                        1995      1994     1993
                                        ----      ----     ----

        Current                  $ 1,028,937   598,819   205,500
        Deferred                      74,845    84,614   211,173
                                   ---------   -------   -------
                                 $ 1,103,782   683,433   416,673
                                   =========   =======   =======

    The differences between the provision for income taxes and
    the amount computed by applying the statutory federal income
    tax rate to earnings before taxes are as follows:
<TABLE>
(CAPTION>
                                                           1995          1994          1993
                                                           ----          ----          ----
     <S>                                              <C>              <C>           <C>
     Pretax income at statutory rates                 $ 1,242,575       852,189       610,109
     Add (deduct):
        Tax-exempt interest income                       (174,663)     (190,693)     (212,014)
        Nondeductible interest expense                     17,215        15,354        17,095
        Other                                              18,655         6,583         1,483
                                                        ---------      --------       -------
                                                      $ 1,103,782       683,433       416,673
                                                        =========      ========       =======
</TABLE>
   The following summarizes the sources and expected tax
   consequences of future taxable deductions (income) which
   comprise the net deferred tax asset (liability). The net
   deferred tax asset at December 31, 1994 is included as a
   component of other assets. At December 31, 1995, the Company's
   net deferred liability is included as a component of other
   liabilities.

<TABLE>
<CAPTION>
                                                                                        1995             1994
                                                                                        ----             ----
              <S>                                                                <C>                 <C>
              Deferred income tax assets:
                Net unrealized loss in investment securities                     $     7,888          182,125
                Allowance for loan losses                                            250,580          216,499
                State income tax credits                                              35,000          123,000
                Other                                                                 46,055          103,225
                                                                                     -------         --------
                   Total gross deferred income tax assets                            339,523          624,849

                Less:  Valuation allowance                                           (35,000)        (123,000)
                                                                                     -------         --------
                   Net deferred income tax assets                                    304,523          501,849
                                                                                     -------         --------
              Deferred income tax liabilities:
                Premises and equipment                                              (478,434)        (426,678)
                                                                                    --------         --------
                   Net deferred income tax asset (liability)                      $ (173,911)          75,171
                                                                                    ========         ========

</TABLE>

                                                                     F-15
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(11) RELATED PARTY TRANSACTIONS
     The Company conducts transactions with directors and officers,
     including companies in which they have beneficial interest, in
     the normal course of business. It is the policy of the Company
     that loan transactions with directors and officers be made on
     substantially the same terms as those prevailing at the time
     for comparable loans to other persons. The following is a
     summary of activity for related party loans for 1995:

              Beginning balance                     $   5,015,921
                Loans advanced                         11,000,277
                Repayments                            (12,461,446)
                                                      -----------
               Ending balance                       $  3,554,752
                                                      ===========

(12) MISCELLANEOUS OPERATING EXPENSES
     Components of other operating expenses which are greater than 1%
     of interest income and other operating income are as follows:

<TABLE>
<CAPTION>
                                                                  1995         1994         1993
                                                                  ----         ----         ----
              <S>                                           <C>              <C>          <C>
              Deposit insurance premiums                    $   146,729      280,209      281,629
              Stationery and supplies                       $   209,038      175,701      154,480
              Postage                                       $   164,678      177,317      159,292
              Directors fees                                $   153,100      167,400      145,750
              Data processing                               $   192,397      134,364      151,917


(13) FAIR VALUE OF FINANCIAL INSTRUMENTS
     SFAS No. 107, "Disclosures about Fair Value of Financial
     Instruments" requires disclosure of fair value information
     about financial instruments, whether or not recognized on the
     face of the balance sheet, for which it is practicable to
     estimate that value. The assumptions used in the estimation
     of the fair value of the Company's financial instruments are
     detailed below. Where quoted prices are not available, fair
     values are based on estimates using discounted cash flows and
     other valuation techniques. The use of discounted cash flows
     can be significantly affected by the assumptions used,
     including the discount rate and estimates of future cash
     flows. The following disclosures should not be considered a
     surrogate of the liquidation value of the Company, but rather
     a good-faith estimate of the increase or decrease in value of
     financial instruments held by the Company since purchase,
     origination, or issuance.

     CASH AND CASH EQUIVALENTS
     For cash, due from banks and federal funds sold the
     carrying amount is a reasonable estimate of fair value.

     INVESTMENT SECURITIES
     Fair values for investment securities are based on quoted
     market prices.

     OTHER INVESTMENTS
     The carrying value of other investments approximates fair
     value.

     LOANS AND MORTGAGE LOANS HELD FOR SALE
     The fair value of fixed rate loans is estimated by
     discounting the future cash flows using the current rates
     at which similar loans would be made to borrowers with
     similar credit ratings. For variable rate loans, the
     carrying amount is a reasonable estimate of fair value.

     DEPOSITS
     The fair value of demand deposits, savings accounts, NOW
     accounts and certain money market deposits is the amount
     payable on demand at the reporting date. The fair value of
     fixed maturity certificates of deposit is estimated by
     discounting the future cash flows.

                               F-16
<PAGE>
                FNB BANKING COMPANY AND SUBSIDIARY

      Notes to Consolidated Financial Statements, continued


(13) FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED

     FHLB ADVANCES
     The fair value of the FHLB fixed rate borrowings are
     estimated using discounted cash flows, based on the current
     incremental borrowing rates for similar types of borrowing
     arrangements.

     NOTE PAYABLE
     The Company's note payable bears interest based on a
     percentage of the prime rate and as such, the carrying
     amount approximates the fair value.

     COMMITMENTS TO EXTEND CREDIT, STANDBY LETTERS OF CREDIT AND
     FINANCIAL GUARANTEES WRITTEN
     Because commitments to extend credit and standby letters of
     credit are made using variable rates, the contract value is
     a reasonable estimate of fair value.

     LIMITATIONS
     Fair value estimates are made at a specific point in time,
     based on relevant market information and information about
     the financial instrument. These estimates do not reflect
     any premium or discount that could result from offering for
     sale at one time the Company's entire holdings of a
     particular financial instrument. Because no market exists
     for a significant portion of the Company's financial
     instruments, fair value estimates are based on many
     judgements. These estimates are subjective in nature and
     involve uncertainties and matters of significant judgement
     and therefore cannot be determined with precision. Changes
     in assumptions could significantly affect the estimates.

     Fair value estimates are based on existing on and off-
     balance sheet financial instruments without attempting to
     estimate the value of anticipated future business and the
     value of assets and liabilities that are not considered
     financial instruments. Significant assets and liabilities
     that are not considered financial instruments include the
     mortgage banking operation, deferred income taxes and
     premises and equipment. In addition, the tax ramifications
     related to the realization of the unrealized gains and
     losses can have a significant effect on fair value
     estimates and have not been considered in the estimates.

   The carrying amount and estimated fair values of the
   Company's financial instruments at December 31, 1995 are as
   follows:

</TABLE>
<TABLE>
<CAPTION>
                                                                1995
                                                        ---------------------------
                                                        Carrying         Estimated
                                                         Amount          Fair Value
                                                        --------         ----------
        <S>                                          <C>                 <C>
        Assets:
          Cash and cash equivalents                  $  12,633,327       12,633,327
          Investment securities                         22,685,001       23,272,305
          Other investments                              1,120,510        1,120,510
          Loans                                        106,694,884      105,900,645

        Liabilities:
          Deposits                                     129,498,993      130,076,854
          FHLB advances                                  2,000,000        2,090,980
          Notes payable                                    944,445          944,445

        Unrecognized financial instruments:
          Commitments to extend credit                  15,687,000       15,687,000
          Standby letters of credit                        798,000          798,000
</TABLE>



                                                                     F-17
<PAGE>
                                 FNB BANKING COMPANY AND SUBSIDIARY

                       Notes to Consolidated Financial Statements, continued

(14)  FNB BANKING COMPANY (PARENT COMPANY ONLY) FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                             Balance Sheets
                                        December 31, 1995 and 1994

                                                 Assets
                                                 ------
                                                                                            1995              1994
                                                                                            ----              ----

      <S>                                                                             <C>                 <C>
      Cash                                                                            $    150,091           300,671
      Investment in First National Bank of Griffin                                      15,979,544        14,004,411
      Other assets                                                                       1,133,446           982,736
                                                                                        ----------        ----------
                                                                                      $ 17,263,081        15,287,818
                                                                                        ==========        ==========

                                          Liabilities and Stockholders' Equity
                                          ------------------------------------
      Other liabilities                                                              $       4,345           231,528
      Dividends payable                                                                    484,680           484,680
      Stockholders' equity                                                              16,774,056        14,571,610
                                                                                        ----------        ----------

                                                                                      $ 17,263,081        15,287,818
                                                                                        ==========        ==========
</TABLE>
                                             Statements of Earnings

                        For the Years Ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                                                                            1995            1994              1993
                                                                            ----            ----              ----
      <S>                                                              <C>               <C>               <C>
      Income:
        Interest                                                       $     7,966           8,449             2,708
        Other                                                              288,501         251,972           214,006
        Dividends from subsidiary                                          886,630         405,850           565,460
                                                                         ---------         -------           -------
                                                                         1,183,097         666,271           782,174
                                                                         ---------         -------           -------

      Other operating expenses                                             245,801         265,031           300,326
                                                                         ---------         -------           -------
            Earnings before income taxes, equity in undistributed
              earnings of bank subsidiary and cumulative effect of
              accounting change                                            937,296         401,240           481,848

      Income tax benefit (expense)                                         (23,353)          1,567            29,327
                                                                         ---------         -------           -------
            Earnings before equity in undistributed
              earnings of bank subsidiary and cumulative
              effect of accounting change                                  913,943         402,807           511,175

      Equity in undistributed earnings of bank subsidiary                1,636,908       1,420,199         1,035,920
                                                                         ---------       ---------         ---------
            Earnings before cumulative effect of accounting change       2,550,851       1,823,006         1,547,095

      Cumulative effect of accounting change for income
         taxes on years prior to 1993                                       -               -                121,536
                                                                         ---------       ---------         ---------
            Net earnings                                               $ 2,550,851       1,823,006         1,668,631
                                                                         =========       =========         =========
</TABLE>





                                                                     F-18
<PAGE>
                               FNB BANKING COMPANY AND SUBSIDIARY

                      Notes to Consolidated Financial Statements, continued


(14)  FNB BANKING COMPANY (PARENT COMPANY ONLY) FINANCIAL INFORMATION, CONTINUED
<TABLE>
<CAPTION>

                                                            Statements of Cash Flows

                                              For the Years Ended December 31, 1995, 1994 and 1993


                                                                          1995              1994              1993
                                                                          ----              ----              ----
      <S>                                                              <C>              <C>               <C>
      Cash flows from operating activities:
         Net earnings                                                  $ 2,550,851       1,823,006         1,668,631
         Adjustments to reconcile net earnings
           to net cash provided by operating activities:
            Equity in undistributed earnings
              of bank subsidiary                                        (1,636,908)     (1,420,199)       (1,035,920)
            Cumulative effect of accounting change                          -               -               (121,536)
            Amortization and depreciation                                   35,528          49,138            65,163
     Change in other assets and liabilities                               (413,421)         53,053           419,861
                                                                        ----------      ----------         ---------
            Net cash provided by operating activities                      536,050         504,998           996,199
                                                                        ----------      ----------         ---------

      Cash flows from financing activities - dividends paid               (686,630)       (565,460)         (721,170)
                                                                        ----------      ----------         ---------
      Net increase (decrease) in cash                                     (150,580)        (60,462)          275,029

      Cash at beginning of the period                                      300,671         361,133            86,104
                                                                        ----------      ----------         ---------
      Cash at end of the period                                        $   150,091         300,671           361,133
                                                                        ==========      ==========         =========

      Supplemental disclosure of cash flow information:

         Net unrealized loss on investment securities
            available for sale of bank subsidiary, net of tax          $  (338,225)        353,536            -     

         Change in dividends receivable from subsidiary                $  (200,000)        159,610           155,710

         Change in dividends payable to stockholders                   $       -            40,390          (155,710)

</TABLE>



                                                                     F-19