4
             U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________
                                
                           FORM 10-KSB
                          _____________
                                
          Annual Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934
           For the Fiscal Year Ended December 31, 1998
          ____________________________________________
                                
                Commission File Number 33-31013-A
                                
                COMMUNITY NATIONAL BANCORPORATION
                                
                      A Georgia corporation
                                
          (IRS Employer Identification No. 58-1856963)
               561 East Washington Avenue-Box 2619
                   Ashburn, Georgia 31714-2619
                         (912) 567-9686
                         ______________
                                
         Securities Registered Pursuant to Section 12(b)
             of the Securities Exchange Act of 1934:
                                
                              None
                              ____
                                
         Securities Registered Pursuant to Section 12(g)
             of the Securities Exchange Act of 1934:
                                
                   Common Stock, No Par Value
                    ________________________


Check  whether the Registrant (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
of  1934  during the preceding twelve months (or for such shorter
period  that  the Registrant was required to file such  reports),
and (2) has been subject to such filing requirements for the past
90 days.
                               Yes
                    _________________________

Indicate  by  a  check  mark if disclosure of  delinquent  filers
pursuant  to Item 405 of Regulation S-B 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 the Form 10-KSB or any amendment to this
Form 10-KSB.  [X]

The  Registrant's revenues for the fiscal year ended December 31,
1998 were $8,805,723.


The  aggregate market value of the Common Stock of the Registrant
held  by non-affiliates of the Registrant on March 22, 1999,  was
$10,632,950.   As  of  such  date, no  organized  trading  market
existed  for  the Common Stock of the Registrant.  The  aggregate
market  value  of  the  Common Stock of the  Registrant  held  by
nonaffiliates  was  computed by reference to the  estimated  fair
market  value  of  the Common Stock as of March 22,  1999  (i.e.,
$10.00   per  share).   The  estimated  fair  market  value   was
determined based upon the offering price of the secondary  public
offering completed by the Company on December 31, 1998.  For  the
purposes  of  this  response, directors, executive  officers  and
holders  of  5%  or  more of the Registrant's  Common  Stock  are
considered the affiliates of the Registrant at that date.

The number of shares outstanding of the Registrant's Common Stock
as  of  March  22, 1999: 1,518,871 shares of no par value  Common
Stock.

Transitional Small Business Disclosure Format:

Yes      No  X


              DOCUMENTS INCORPORATED BY REFERENCE

                              None



CAUTIONARY  STATEMENT  FOR  PURPOSES OF  THE  PRIVATE  SECURITIES
LITIGATION REFORM ACT OF 1995.

This  Report  may  contain  certain "forward-looking  statements"
including statements concerning plans, objectives, future  events
or  performance and assumptions and other statements that are not
statements of historical fact. The Company and the Bank (each  as
later  defined in this Report) caution readers that the following
important factors, among others, could cause the Company's actual
results  to differ materially from the forward-looking  statement
contained in this Report: (i) the effect of changes in  laws  and
regulations,  including  federal  and  state  banking  laws   and
regulations, with which the Company or the Bank must comply,  and
the associated costs of compliance with such laws and regulations
either  currently or in the future as applicable; (ii) the effect
of  changes  in  accounting policies and  practices,  as  may  be
adopted  by  the regulatory agencies as well as by the  Financial
Accounting  Standards  Board,  or of  changes  in  the  Company's
organization, compensation and benefit plans; (iii) the effect on
the  Company's competitive position within its market area of the
increasing   consolidation  within  the  banking  and   financial
services  industries,  including the increased  competition  from
larger regional and out-of-state banking organizations as well as
nonbank providers of various financial services; (iv) the  effect
of  changes  in interest rates; and (v) the effect of changes  in
the  business  cycle  and  downturns in the  local,  regional  or
national economies.

THE COMPANY CAUTIONS THAT THE FOREGOING LIST OF IMPORTANT FACTORS
IS  NOT EXCLUSIVE.  THE COMPANY DOES NOT UNDERTAKE TO UPDATE  ANY
FORWARD-LOOKING  STATEMENT, WHETHER WRITTEN  OR  ORAL,  THAT  THE
COMPANY OR ITS AGENTS MAY MAKE FROM TIME TO TIME.


                             PART I

Item 1.   Description of Business.
          _______________________

     A.   Business Development.

     Community National Bancorporation (hereinafter the "Company"
or the "Registrant") was incorporated as a Georgia corporation on
August  18,  1989,  for the purpose of becoming  a  bank  holding
company  owning  100%  of  the  outstanding  stock  of  Community
National  Bank  (the  "Bank"),  a  national  banking  association
chartered  under  the  laws of the United  States.   The  Company
received  approval  to  become a bank holding  company  from  the
Federal  Reserve Bank of Atlanta on February 16, 1990,  and  from
the  Georgia  Department  of Banking and  Finance  (the  "Georgia
Department")  on February 19, 1990.  On December  14,  1990,  the
Company  completed a public offering of its common stock pursuant
to  which it raised $3,520,010 from the sale of 352,001 shares of
its   common  stock  at  $10.00  per  share.   The  Company  used
substantially  all  of  the proceeds of its  public  offering  to
purchase  shares of capital stock of the Bank.  The Bank received
its  permit  to begin business from the Office of the Comptroller
of  the  Currency  (the "OCC") on August 6,  1990  and  commenced
business as a commercial bank on August 6, 1990. Since that date,
the  Bank  has engaged in a general commercial banking  business,
emphasizing the banking needs of individuals, and small to medium-
sized  business  and  agricultural  enterprises  in  its  primary
service  area.  On April 3, 1992, the Bank acquired $11.3 million
of deposits from the Resolution Trust Corporation as receiver for
First  Federal  Savings Bank, Ashburn, Georgia.   On  October  9,
1997,  the  board  of directors of the Company  authorized  a
three-for-one  stock  split  for all  shares  outstanding  as  of
October  6,  1997.  In connection with the stock  split,  the
Company  amended its Articles of Incorporation, changing the  par
value of its Common Stock from $5.00 to no par.

     On September 4, 1997, the Bank received approval to open
a  branch  in  Cordele, Crisp County, Georgia, which  branch  was
opened  for  business on October 29, 1997.  On  November  20,
1997, the Bank received approval to open an additional branch
in  Ashburn, Turner County, which branch was opened for  business
on September 22, 1998.

      Effective  March 10, 1998, the Company received  regulatory
approval  to open a branch in St. Marys, Camden County,  Georgia,
and  the  Bank  purchased, on March 26, 1998, for  $241,074,  two
parcels of land, 11 acres in the aggregate, in St. Marys on which
construction  of  the  branch  building  is  under  way.  Pending
completion of the construction, the branch is conducting business
from  a temporary structure on the site. The Company and the Bank
determined  to capitalize the St. Marys branch by  means  of  the
proceeds  of a secondary public offering.  To effect  the  public
offering, the Company filed a Registration Statement on SEC  Form
SB-2 on May 11, 1998 (the "1998 Offering"). The Company completed
the  1998 Offering on December 31, 1998, raising $4,000,000  from
the sale of 400,000 shares of its common stock at $10 per share.

      Effective March 24, 1998, T. Brinson Brock, Sr. was elected
Executive  Vice President and Acting Chief Executive  Officer  of
the Company, replacing Theron G. Reed, who continues to serve  as
President  of the Company. In connection with the change  in  Mr.
Reed's duties, at his request, Mr. Reed ceased being employed  on
a  full-time  basis by the Bank and the Company and has  rendered
services to the Company on a part-time, as needed basis.

      The Company registered its common stock pursuant to Section
12(g) of the Securities and Exchange Act of 1934 by filing a Form
8-A  with the Securities and Exchange Commission on February  24,
1999.  On  March  17,  1999, the Company  filed  with  NASDAQ  an
Application  for  Public  Securities  and  a  Listing   Agreement
designed  to obtain a listing for the Company's Common  Stock  on
the NASDAQ National Market.

     On March 15, 1999, the Georgia legislature passed House Bill
297,  which  would,  among other things, permit  a  bank  holding
company  owning a bank that does a lawful business in Georgia  to
acquire control of a bank through formation of a de novo bank  in
Georgia,  provided that it obtains required departmental approval
and  any  required federal approval. Upon Governor Barnes signing
House  Bill  297  into  law,  the  Company  intends  to  file  an
application  with  the OCC for a charter for a de  novo  national
bank  and,  upon receipt of such charter, to convert  the  Bank's
Camden County branch into a wholly-owned national bank subsidiary
of the Company.

     B.   Business.

          1.   Services Offered by the Bank.

      The  Bank  conducts a commercial banking  business  serving
Turner,  Crisp and Camden Counties, Georgia.  The Bank  offers  a
full  range  of deposit services that are typically available  in
most  banks and savings and loan associations, including checking
accounts,  NOW accounts, savings accounts and other  deposits  of
various types, ranging from daily money market accounts to longer-
term certificates of deposit.  It also offers retirement accounts
such as IRA's (Individual Retirement Accounts).

      The  Bank  also  offers  short to  medium-term  commercial,
agricultural  and personal loans.  Commercial loans include  both
secured  and  unsecured  loans  for  working  capital  (including
inventory   and   receivables),  business  expansion   (including
acquisition  of  real estate and improvements), and  purchase  of
equipment   and  machinery.   The  Bank  also  is  qualified   to
participate  in  SBA  (Small  Business  Administration)  lending.
Agricultural  loans include secured and unsecured loans  for  row
crop  production  including corn, soybeans, peanuts,  cotton  and
other produce. Consumer loans include secured and unsecured loans
for  financing  automobiles,  home  improvements,  education  and
personal   investments.   The  Bank  also  offers   real   estate
construction and acquisition loans.

      Other  services the Bank offers include safe deposit boxes,
travelers' checks, direct deposit of payroll and social  security
checks, and automatic drafts for various accounts.  The Bank is a
member  of  the  HONOR network of automated teller  machines  and
offers its own credit cards.

          2.   Market Area and Competition.

      The Bank's primary service area includes all of the Georgia
counties of Turner, and Crisp and Camden.  The Bank also  extends
credit to qualified borrowers in the contiguous counties of  Tift
and  Worth.   Pending the successful completion of  the  Proposed
Offering and construction of a branch in St. Marys, the Bank will
also  service Camden County, Georgia.  Turner County  is  located
approximately 80 miles north of the Georgia-Florida  state  line,
165  miles  south  of Atlanta, 38 miles east of Albany,  and  180
miles west of Savannah.  The county is comprised of the cities of
Ashburn,  which  is  the county seat, Sycamore  and  Rebecca  and
covers  an area of 293 square miles.  In 1990, the population  of
Turner  County was 10,498, representing a 10% growth  from  1980.
Assuming that this rate of growth continues in the 1990's, by the
year 2000, the population of Turner County is expected to surpass
11,400.

       Turner  County's  economy  is  dependent  on  agriculture.
Management of the Bank intends to continue to place a substantial
portion of the Bank's assets in agricultural loans.  This  sector
of the economy is healthy and remains the largest single force in
the  market.   A  large significant portion of  the  agricultural
output  produced in the county is peanuts.  Golden Peanut Company
is  located  in  Ashburn, and is where it  operates  the  largest
peanut  shelling  plant in the Southeast.  Coley  Farm  Services,
also  headquartered  in  Ashburn, serves primarily  as  a  peanut
buying  point  for  area farmers from three  separate  locations.
Livestock is another important segment of the economy,  with  the
county  containing  the  largest stock yard  in  Georgia,  Turner
County  Stock Yards.  The poultry industry is a growing component
of  the  Turner  County economy.  In 1995,  local  farmers  built
thirty-five  poultry  houses  in  Turner  County  at  a  cost  of
approximately $3.5 million.  The farmers who built these  poultry
houses  have entered into contracts with Tyson Poultry  to  raise
chickens  for  Tyson  Poultry.  These contracts  will  contribute
approximately $1.0 million per year to the local economy.  Turner
County  also  contains  light  manufacturing,  primarily  in  the
apparel   and  textile  sector.   The  major  employer   is   M&W
Sportswear.   Other  local manufacturing concerns  include  Delta
Apparel, DCR Industries and Cornerstone Manufacturing.

     Management expects the moderate growth and recent commercial
development experienced in Turner County, along Interstate 75 and
in  adjacent  Tift  County  to continue,  providing  a  favorable
environment  for  the  Bank.   However,  there  is  no  assurance
management  cannot guarantee that population growth  and  ongoing
economic development will continue, or that the Bank will be able
to  exploit  the growth and development profitably even  if  they
continue.

      During  1998,  there was one other bank in Turner  County.
Management estimates that as of June 30, 1998, deposits  in  the
county   totaled   $171  million,   with   the   Bank   having
approximately 53.0% of such deposits.

      Crisp County is located contiguous to Turner County on  its
northwest border.  Although slightly smaller in total area, Crisp
County's  population  is  nearly  twice  that  of  Turner  County
according to the 1990 Census.  However, the county's growth  rate
was 2.7% between 1980 and 1990 compared to a statewide average of
13.2%.   Retail  trade is the largest employment  sector  in  the
county, providing 25% of the jobs and 17% of employment earnings.
Service  employment  is also important to the  county's  economy,
providing  17%  of  the  jobs  and 15%  of  employment  earnings.
Between 1990 and 1994, Crisp County's unemployment rate was  7.4%
compared  to  5.7%  for the state's average.   The  County's  per
capita   income   for   1994  was  $16,856   compared   to
$20,198  for the state as a whole.  Crisp  County  had  512
reported business establishments in 1992 and showed no percentage
change  over the previous five years.  Cordele Uniform,  Masonite
Corporati1on  and  Serco  Company  are  among  the  largest  non-
governmental employers in the County.

       Arabi   and   Cordele  are  the  only   two   incorporated
municipalities in the Crisp County.  The county is the gateway to
the  Presidential  Pathways Travel Region, with many  attractions
within  easy driving distance of Cordele, including the  home  of
former  President Jimmy Carter, the Little Grand Canyon  and  the
Andersonville Confederate Prison site.  Crisp County  is  one  of
the   few  areas  in  the  nation  designated  as  an  Enterprise
Community/Enterprise Zone.

      During  1998  there were  five  banks  and  eight
branches  represented in Crisp County. Management estimates  that
as  of  January  30, 1998, deposits in  the  county  totaled
$230 million, with the Bank's branch having approximately 4.0%
of such deposits.

      Camden County is bordered on the south by the Florida state
line  and  on the east by the Atlantic Ocean and Barrier Islands.
In  total, Camden County encompasses 630 square miles.  The  City
of  St.  Marys  is located seven miles east of Interstate  95  on
Highway 40 extending east to the Atlantic Coast.  The economy  of
this picturesque southern stretch of Camden County relies heavily
on its ocean access, ports and natural resources.  In 1979, Kings
Bay,  at  St. Marys, was selected as the location of  the  United
States  Navy's East Coast Trident submarine base.   The  base  at
Kings  Bay supports two of the Navy's most vital weapons systems,
the Submarine Launched Ballistic Missile System: Trident and Ohio
Class  submarines.   The  base  began  operations  in  1989   and
currently  includes  ten submarines.  In addition  to  the  naval
facility,  paper,  seafood, manufacturing and  retail  activities
contribute  to the local economy.  Tourism continues  to  play  a
vital  part  in  the local economy, due largely to  the  historic
nature  of  St.  Marys and Cumberland Island.   As  of  1997,
Camden  County  had  a population of 48,903 which  represents  an
annual  growth rate of 7.4% from the 1993 population  of  34,200.
The  unemployment rate for Camden County, as of  March  1998,
was 4.7%, which is .1% higher than the state average.

      The Camden County Branch will be located approximately  150
miles  from the Bank's main banking facility in Ashburn, Georgia.
The Bank and the Company believe that Camden County represents  a
significant  growth opportunity for the Bank.  Between  1992  and
1997  deposits in Camden County have increased approximately  $10
million each year. Presently there are five banks and eleven bank
branches in Camden County.  Management estimates that there are a
total  of $165 million in total deposits in the county, with  the
Bank  currently  having less than 1% of the above  deposits.  The
county's population has been growing at a steady rate during  the
1980's  and 1990's and Camden County is expected to surpass  that
of  Glynn  County by the year 2001. Glynn County  is  immediately
north  of  Camden  County and has historically been  the  leading
county in coastal, southern Georgia.

     Having entered the Camden County market, the Bank intends to
methodically  increase its market share. The Bank's current  loan
mix weighs heavily toward agriculture related loans. By expanding
into  the  Camden  County  banking  market,  the  Bank  has   the
opportunity to lend to many small commercial and light industrial
customers  and  to the many retirees purchasing homes  in  Camden
County.  Accordingly, the Bank believes that it  will  achieve  a
more diversified loan portfolio and will be able to better manage
the risk inherent in the loan portfolio through the operation  of
the Camden County Branch.

      The  Company  and the Bank have taken the  steps  described
below to generate community support and deposit and loan business
for the Camden County Branch:

     a.   Established  an  Advisory Board for the  Camden  County
          Branch  consisting of the ten original  subscribers  to
          the  1998  Offering  (the "Camden  County  Promoters"),
          whose mission is to promote the branch both as a viable
          banking alternative and as a participant in the  growth
          of the community.
     
     b.   Nominated three of the Camden County Promoters  to  the
          Company's Board of Directors.
     
     c.   As  part of the 1998 Offering, sold 201,485 shares  (or
          more  than 50% of the total shares sold) within  Camden
          County. The Company expects that these new shareholders
          will  provide  a  customer base in  the  Camden  County
          community  from which the Bank can successfully  expand
          its deposit base and operations.
     
     d.   Entered  into an employment agreement, on December  29,
          1997, with Rowland T. Eskeridge, Sr., one of the Camden
          County  Promoters,  to  serve  as  Vice  President   of
          Business  Development with primary  responsibility  for
          developing business for the Camden County Branch.

     In all three counties, the Bank competes and will compete as
a financial intermediary with other commercial banks, savings and
loan  associations,  credit unions, mortgage  banking  companies,
consumer finance companies, securities brokerage firms, insurance
companies,   money  market  mutual  funds  and  other   financial
institutions.  Competition is likely to increase due to trends in
federal  interstate banking laws and state  laws.   Many  of  the
financial  institutions operating in Georgia  have  substantially
greater  financial resources and offer certain services, such  as
trust  services, that the Bank does not expect to provide in  the
near  future.   By virtue of the greater total capitalization  of
such  institutions, they have substantially higher lending limits
than   the  Bank  and  substantial  advertising  and  promotional
budgets.   To  compete, the Bank relies on specialized  services,
responsive  handling of customer needs and personal  contacts  by
officers, directors and staff.

            3.     Distribution   of  Assets,   Liabilities   and
Shareholders' Equity; Interest Rates and Interest Differential.

      The following is a presentation of the average consolidated
balance  sheet  of  the Company for the year ended  December  31,
1998  and  for  the year ended December 31,  1997.   This
presentation  includes all major categories  of  interest-earning
assets and interest-bearing liabilities:

                   AVERAGE CONSOLIDATED ASSETS

                                   Year Ended       Year Ended
                              December 31, 1998   December 31, 1997
                              -----------------   -----------------

Cash  and  due  from banks         $2,644,046        $ 1,719,415

Interest bearing bank balances             --             93,500
Taxable securities                  6,655,308          6,041,608
Non-taxable securities              1,204,634          1,553,045
Federal funds sold                  5,446,079          2,753,055
Net Loans                          86,359,442         69,756,028
                                   ----------         ----------
Total earning assets               99,665,463         80,197,236
Other assets                        4,389,939          2,818,044
                                  -----------        -----------
Total assets                     $106,699,448        $84,734,695
                                 ============        ===========

                                
                      AVERAGE CONSOLIDATED
              LIABILITIES AND STOCKHOLDERS' EQUITY

                                  Year Ended          Year Ended
                              December 31, 1998    December 31, 1997
                              -----------------    -----------------

Non interest bearing-deposits     $ 5,745,532         $ 4,855,539
NOW and money market deposits      12,582,343          11,338,648
Savings Deposits                    1,294,713           1,291,136
Time Deposits                      76,202,833          59,828,302
Borrowings (lease)                         --               2,241
Federal funds purchased               211,397              12,918
Other Liabilities                   1,100,759             709,486
                                   ----------          ----------

Total liabilities                  97,137,577          78,038,270
                                   ----------          ----------
Common Stock                        5,376,522           3,479,988
Treasury Stock                        (61,200)             (8,850)
Retained earnings                   4,223,107           3,236,509
Unrealized gain/loss securities        23,442             (11,222)
                                   ----------          ----------
Total stockholders' equity          9,561,871           6,696,425
Total liabilities and              ----------          ----------
 stockholders' equity            $106,699,448         $84,734,695
                                 ============         ===========

      The  following is a presentation of an analysis of the  net
interest  earnings of the Company for the periods indicated  with
respect to each major category of interest-earning asset and each
major category of interest-bearing liability.  The Yield/Rate was
computed on a tax equivalent basis.
       
                                  Year Ended December 31, 1998
                                  ----------------------------
                                                        Average
                                    Average              Yield/
Assets                               Amount   Interest    Rate
------                              -------   --------  -------
Interest bearing bank balances        ---
Taxable securities            $ 6,655,308   $  402,945      6.05%
Non-taxable securities          1,204,634       56,963      7.16%
Federal funds sold              5,446,079      295,645      5.43%
Net loans                      86,359,442(1) 9,435,725(2)  10.93%
                              -----------    ---------     -----
Total earning assets          $99,665,463  $10,191,278     10.23%
                              ===========  ===========     =====
Liabilities

NOW and money market deposits $12,582,343   $  384,874      3.06%
Savings deposits                1,294,713       41,748      3.22%
Time deposits                  76,202,833    4,571,924      6.00%
Borrowings (lease)                    ---
Federal funds purchased           211,397       11,979      5.67%
                               ----------    ---------      ----
Total interest bearing 
  liabilities                 $90,291,286   $5,010,525      5.55%
                              ===========   ==========      ====

Interest spread                     4.68%
                                    =====
Net interest income                         $5,180,753
                                            ==========
 
Net yield on interest 
  earning assets                                            5.20%(3
                                                            =====
_____________________________________


(1)  Net  loans include $46,488 in loans that were placed on non-
     accrual status.  The Company would have earned an additional
     $1,649 had these loans accrued interest throughout 1998.
(2)  Interest earned on net loans included $452,398 in loan fees.
(3)  The yield on non-taxable securities is tax-equivalent.

                                     Year Ended December 31, 1997
                                     ----------------------------
                                                           Average
                                   Average                  Yield/
Assets                              Amount      Interest     Rate
------                             -------      --------    -------
Interest bearing bank balances     $ 93,500      $ 5,352      5.72%
Taxable securities                6,041,608      379,696      6.28%
Non-taxable securities            1,553,045       73,229      7.14%
Federal funds sold                2,753,055      144,290      5.24%
Net loans                        69,756,028(1) 7,698,998(2)  11.04%
                                -----------   ----------     -----
Total earning assets            $80,197,236   $8,301,565     10.35%
                                ===========   ==========     =====

Liabilities
-----------
NOW and money market deposits   $11,338,648   $  365,167      3.22%
Savings deposits                  1,291,136       41,575      3.22%
Time deposits                    59,828,302    3,557,982      5.95%
Borrowings (lease)                    2,241          226     10.08%
Federal funds purchased              12,918          679      5.26%
                                -----------   ----------     -----

Total interest bearing 
  liabilities                   $72,473,245   $3,965,629      5.47%
                                ===========   ==========      ====
Interest spread                                               4.88%
                                                              ====
Net interest income                           $4,335,936
                                              ==========

Net yield on interest earning assets                          5.41%(3)
                                                              ====
____________________________________

(1)  Net  loans include $16,600 in loans that were placed on non-
     accrual  status. The Company would have earned an additional
     $930 had these loans accrued interest throughout 1997.
(2)  Interest earned on net loans includes $403,340 in loan fees.
(3)  The yield on non-taxable securities is tax-equivalent.

          4.   Rate/Volume Analysis of Net Interest Income.

      The  effect  on interest income, interest expense  and  net
income in the periods indicated of changes in average balance and
rate  from  the corresponding prior period is shown  below.   The
effect  of  a  change in average balance has been  determined  by
applying the average rate in the earlier period to the change  in
average balance in the later period, as compared with the earlier
period.   The change in interest due to both volume and rate  has
been  allocated to volume and rate changes in proportion  to  the
relationship  of  the absolute dollar amounts of  the  change  in
each.
     
                                  Year Ended December 31, 1998
                           Compared with Year Ended December 31, 1997
                           ------------------------------------------

                                    Increase (decrease) due to:

Interest earned on:                  Volume     Rate     Total
-------------------                  ------     ----     -----

Interest bearing bank balances  $    (5,352)  $    ---   $  (5,352)
Taxable securities                   58,343    (35,094)     23,249
Non-taxable securities              (16,479)       213     (16,266)
Federal funds sold                  146,301      5,054     151,355
Net loans                         1,816,984    (80,257)  1,736,727
                                  ---------   ---------  ---------
Total Interest Income            $1,999,797  $(110,084) $1,889,713
                                 ==========  ========== ==========
Interest paid on:
-----------------

NOW and money market deposits    $  250,279  $(230,572) $   19,707
Savings deposits                        173       ---          173
Time deposits                       984,899     29,043   1,013,942
Borrowings                             (226)      ---         (226)
Federal funds purchased              11,243         57      11,300
                                 ----------   --------   ---------

Total Interest Expense           $1,246,368  $(201,472) $1,044,896
                                 ==========  ========== ==========
Change in net interest income    $  753,429  $  91,388  $  844,817
                                 ==========  =========  ==========

                                   Year Ended December 31, 1997
                            Compared with Year Ended December 31, 1996
                            ------------------------------------------

                                      Increase (decrease) due to:

Interest earned on:                    Volume      Rate     Total
-------------------                    ------      ----     -----
Interest bearing bank balances     $    (277)   $   982  $      705
Taxable securities                    63,047      9,319      72,366
Non-taxable securities               (16,753)     2,069     (14,684)
Federal funds sold                    (8,864)     5,840      (3,024)
Net loans                          1,259,867    (97,604)  1,162,263
                                   ---------    --------  ---------

Total Interest Income             $1,297,020  $ (79,394) $1,217,626
                                  ==========  =========  ==========

Interest paid on:
-----------------
NOW and money market deposits     $   55,820  $     ---  $   55,820
Savings deposits                       4,123    (1,927)       2,196
Time deposits                        505,664   (35,233)     470,431
Borrowings                            (4,077)     (829)      (4,906)
Federal funds purchased               (1,327)       67       (1,260)
                                   ---------   -------     --------
Total Interest Expense            $  560,203  $(37,922)  $  522,281
                                  ==========  =========  ==========
Change in net interest income     $  736,817  $(41,472)  $  695,345
                                  ==========  =========  ==========

          5.   Deposits Analysis.

      The  Bank offers a full range of interest-bearing and  non-
interest  bearing  accounts,  including  commercial  and   retail
checking   accounts,  negotiable  order  of  withdrawal   ("NOW")
accounts,   individual  retirement  accounts,  regular  interest-
bearing savings accounts and certificates of deposit with a range
of maturity date options.  The sources of deposits are residents,
businesses  and employees of businesses within the Bank's  market
area.   Customers are obtained through the personal  solicitation
of  the  Bank's officers and directors, direct mail  solicitation
and advertisements published in the local media.

     The Bank pays competitive interest rates on time and savings
deposits  up  to the maximum permitted by law or regulation.   In
addition, the Bank has implemented a service charge fee  schedule
competitive  with  other  financial institutions  in  the  Bank's
market  area,  covering  such  matters  as  maintenance  fees  on
checking accounts, per item processing fees on checking accounts,
returned check charges and the like.

     The following table presents, for the periods indicated, the
average  amount of and average rate paid on each of the indicated
deposit categories.


                                  Year Ended December 31, 1998
                                  ----------------------------

Deposit Category                Average Amount     Average Rate Paid
----------------                --------------     -----------------
Non interest bearing 
 demand deposits                $    5,745,532             N/A
NOW and money market deposits       12,582,343            3.06%
Savings deposits                     1,294,713            3.22%
Time deposits                       76,202,833            6.00%


                                  Year Ended December 31, 1997
                                  ----------------------------

Deposit Category                 Average Amount    Average Rate Paid
----------------                 --------------    -----------------
Non interest bearing 
 demand deposits                    $ 4,855,539          N/A
NOW and money market deposits       $11,338,648          3.22%
Savings deposits                    $ 1,291,136          3.22%
Time deposits                       $59,828,302          5.95%


      The  following table indicates amounts outstanding of  time
certificates  of  deposit  of $100,000  or  more  and  respective
maturities at December 31, 1998:

                  Time Certificates of Deposit
                  ----------------------------
     3 months or less                      $  6,378,716
     3-6 months                            $  3,681,903
     6-12 months                           $ 12,884,448
     over twelve months                    $  1,713,784
     Total                                 $ 24,658,851


          6.   Loan Portfolio Analysis.

      The  Company  engages  in  a  full  complement  of  lending
activities, including commercial, consumer installment  and  real
estate  loans.  A significant number of loans are made to farmers
or farming concerns.

       Commercial   lending   is  directed  principally   towards
businesses  whose  demands for funds fall  within  the  Company's
legal lending limits and which are potential deposit customers of
the  Bank.   These loans include loans obtained for a variety  of
business  purposes, and are made to individual,  partnership,  or
corporate  borrowers.  The Company places particular emphasis  on
loans to small and medium-sized businesses.

       The   Company's  consumer  loans  consist   primarily   of
installment  loans  to  individuals  for  personal,  family   and
household  purposes, including automobile loans and  pre-approved
lines  of credit to individuals.  This category of loans includes
lines  of  credit and term loans secured by second  mortgages  on
residences   for   a   variety   of  purposes,   including   home
improvements, education and other personal expenditures.

      The Company's real estate loans consist of residential  and
commercial first and second mortgages.

      The  following table presents various categories  of  loans
contained  in  the  Bank's  loan portfolio  as  of  December  31,
1998 and 1997 and the total amount of all loans for  such periods:

                                         As of December 31
Type of Loan                           1998              1997
------------                           ----              ----
Domestic:

Commercial, financial 
  and agricultural                $67,929,551          $56,442,799
Real estate-construction              652,185              188,759
Real estate mortgage               14,190,655           13,049,306
Installment and other 
  loans to individuals              7,346,848            7,676,118
                                   ----------           ----------
    Subtotal                       90,119,239           77,356,982

Allowance for loan losses          (1,824,179)          (1,565,923)
                                   ----------           ----------
   Total (net of allowance)       $88,295,060          $75,791,059
                                  ===========          ===========

     The following is a presentation of an analysis of maturities
of loans as of December 31, 1998 (in thousands):

                          Due in 1     Due In 1   Due After
Type of Loan            Year or Less  To 5 Years   5 Years    Total
------------            ------------  ----------  ---------   -----
Commercial, financial
  and agricultural        $53,113      $13,413    $1,404    $67,930
Real estate-construction      652          ---       ---        652
                          -------      -------    ------    -------
Total                     $53,765      $13,413    $1,404    $68,582
                          =======      =======    ======    =======

      Experience  of the Company has shown that some  receivables
will  be  paid prior to contractual maturity and others  will  be
converted,  extended or renewed.  Therefore,  the  tabulation  of
contractual  payments should not be regarded  as  a  forecast  of
future cash collections.

       The  following  is  a  presentation  of  an  analysis   of
sensitivity  of loans, excluding installment and other  loans  to
individuals,  to  changes in interest rates as  of  December  31,
19971998 (in thousands):

                          Due in 1      Due In 1   Due After
Type of Loan            Year or Less   To 5 Years   5 Years    Total
------------            ------------   ----------  ---------   -----
Fixed rate loans          $17,464        $3,802      $1,404   $22,670
Variable rate loans        36,301         9,611         ---    45,912
                          -------        ------      ------   -------
Total                     $53,765       $13,413      $1,404   $68,582
                          =======       =======      ======   =======

       The   following   table  presents  information   regarding
nonaccrual,  past due and restructured loans as of  December  31,
19971998 and 19961997 (dollars in thousands):

                                        As of December 31
                                      1998               1997
                                      ----               ----
Loans accounted for on 
  a non-accrual basis:

     Number:                            2                   2
     Amount:                          $46                 $17

Accruing loans which are contractually
past due 90 days or more as to principal
and interest payments:

     Number:                            3                   1
     Amount                          $144                 $46

Loans which were renegotiated to provide
a reduction or deferral of interest or
principal because of deterioration in
the financial position of the borrower:

     Number:                            0                   0
     Amount:                           $0                  $0

Loans now current but for which there
are serious doubts as to the borrower's
ability to comply with existing terms:

     Number:                            3                   0
     Amount:                         $572                  $0

      As  of December 31, 1998, there are no loans classified
for  regulatory  purposes  as doubtful,  substandard  or  special
mention  that  have not been disclosed in the above table,  which
(i)  represent  or  result  from trends  or  uncertainties  which
management  reasonably  expects  will  materially  impact  future
operating  results,  liquidity, or  capital  resources,  or  (ii)
represent material credits about which management is aware of any
information which causes management to have serious doubts as  to
the  ability of such borrowers to comply with the loan  repayment
terms.

     Loans are classified as non-accruing when the probability of
collection of either principal or interest becomes doubtful.  The
balance  classified as non-accruing represents the net realizable
value of the account, which is the most realistic estimate of the
amount  the  Company expects to collect in final settlement.   If
the  account balance exceeds the estimated net realizable  value,
the excess is written off at the time this determination is made.

     At December 31, 1998, with the exception of the two non-
accruing  loans reported above, all loans were accruing interest.
There  are  no  other loans which are not disclosed  above  where
known  information  about possible credit problems  of  borrowers
causes  management to have serious doubts as to  the  ability  of
such borrowers to comply with the loan repayment terms.

          7.   Summary of Loan Loss Experience.

      An  analysis of the Bank's loss experience is furnished  in
the following table for the years ended December 31, 19971998 and
19961997,  as  well as a breakdown of the allowance for  possible
loan losses (in thousands):

                                       Year Ended December 31
                                       1998               1997
                                       ----               ----

Balance at beginning of period        $1,566             $1,200
Charge-offs                             (572)              (476)
Recoveries                               110                107
Provision charged to Operations          720                735
                                       -----             ------
Balance at end of period              $1,824             $1,566
                                      ======             ======

Ratio of allowance for loan 
  losses to total loans outstanding 
  during the period                    2.02%               2.02%
                                       =====               =====

Net charge-offs to average loans       .53%                 .53%
                                       ====                 ====

     As  of  December  31, 1998, the allowance  for  possible
losses was allocated as follows:

                                                   Percent of Loan
                                                       in Each
Loans                               Amount        Category to Total
-----                               ------        -----------------  
Commercial, financial and 
  agricultural                    $1,392,000          75.4%
Real estate-Construction              20,000            .7%
Real estate-Mortgage                 230,000          15.7%
Installment and other loans
  to individuals                     158,000           8.2%
Unallocated                           24,179           -.-
                                  ----------          -----
    Total                         $1,824,179         100.0%


          8.   Loan Loss Reserve.

      In  considering the adequacy of the Company's allowance for
possible loan losses, management has focused on the fact that  as
of  December 31, 1998, 75.4% of outstanding loans were in the
category of commercial, financial and agricultural, loans.  These
loans  are  generally considered by management as having  greater
risk  than  other  categories  of loans  in  the  Company's  loan
portfolio.   However,  92.0%  of the outstanding  loans  in  this
category at December 31, 1998, were made on a secured  basis,
such  collateral consisting primarily of improved  farmland  real
estate  and  equipment.   Management believes  that  the  secured
condition   of  the  preponderant  portion  of  its   commercial,
financial  and  agricultural loan portfolio greatly  reduces  any
risk of loss inherently present in these loans.

      The Company's consumer loan portfolio is also secured.   At
December  31, 1998, the majority of the  Company's  consumer
loans   were  secured  by  collateral  primarily  consisting   of
automobiles,   boats  and  second  mortgages  on   real   estate.
Management believes that these loans involve less risk than other
categories of loans.

      Real  estate mortgage loans constitute 15.7% of outstanding
loans.  Management considers these loans to have minimal risk due
to  the  fact that these loans represent conventional residential
real  estate mortgages where the amount of the original loan does
not exceed 80% of the appraised value of the collateral.

      The allowance for loan losses reflects an amount which,  in
management's judgment, is adequate to provide for potential  loan
losses.   Management's determination of the proper level  of  the
allowance for loan losses is based on the ongoing analysis of the
credit  quality and loss potential of the portfolio, actual  loan
loss  experience relative to the size and characteristics of  the
portfolio, changes in composition and risk characteristics of the
portfolio  and  anticipated  impacts  of  national  and  regional
economic  policies  and conditions.  Senior  management  and  the
Board  of  Directors  of  the Bank review  the  adequacy  of  the
allowance for loan losses on a monthly basis.

      Management considers the year-end allowance appropriate and
adequate to cover possible losses in the loan portfolio; however,
management's judgment is based upon a number of assumptions about
future events, which are believed to be reasonable, but which may
or  may  not  prove valid.  Thus, there can be no assurance  that
charge-offs  in future periods will not exceed the allowance  for
loan  losses  or  that  additional increases  in  the  loan  loss
allowance will not be required.

          9.   Investments.

      As  of  December  31,  1998, the  securities  portfolio
comprised approximately 6.6% of the Company's assets, while loans
comprised approximately 72.6% of the Company's assets.  The  Bank
invests  primarily  in  obligations  of  the  United  States   or
obligations guaranteed as to principal and interest by the United
States,  other  taxable securities and in certain obligations  of
states  and  municipalities.  In addition, the Bank  enters  into
Federal  Funds  transactions  with  its  principal  correspondent
banks,  and  acts  as a net seller of such funds.   The  sale  of
Federal  Funds  amounts to a short-term loan  from  the  Bank  to
another bank.

      The  following table presents, for the years ended December
31,  1998 and 1997, the  approximate market value of  the
Company's investments, classified by category and by whether they
are   considered   available-for-sale  or  held-to-maturity   (in
thousands):

Investment Category
------------------                          December 31,
Available-for-Sale:                 1998                    1997
-------------------                 ----                    ----

Obligations of U.S. Treasury
  and other U.S. Agencies        $5,526,732             $5,480,504
State, Municipal and County
  Securities                      2,136,025              1,187,667
Mortgage-Backed Securities              ---                 19,388
Federal Reserve Bank Stock           99,000                 99,000
Federal Home Loan Bank Stock        274,600                231,400
Other Securities                        ---                 60,000
                                 ----------             ----------
    Total                        $8,036,357             $7,077,909

Held-to-Maturity:
-----------------

      As  of  December 31, 1998 and 1997, there  were  no securities 
categorized as held-to-maturity.

      The  following table indicates, for the year ended December
31, 1998,   the   amount   of  investments,   appropriately
classified, due in (i) one year or less, (ii) one to five  years,
(iii) five to ten years, and (iv) over ten years.

Investment Category
-------------------                                  Average
Available-for-Sale:                  Amount       Weighted Yield
-------------------                  ------       --------------

Obligations of U.S. Agencies
  0 to 1 year                      $      ---           N/A
  Over 1 through 5 years           $4,523,792          5.95%
  Over 5 through 10 years          $1,002,940          6.14%
State, Municipal and County Securities
  0 to 1 year                      $      ---           N/A
  Over 1 through 5 years           $  763,508          6.74%
  Over 5 through 10 years          $  802,591          6.09%
  Over 10 years                    $  569,926          6.49%
Mortgage backed Securities
 0 to 1 year                       $      ---           N/A
Other Securities
  No maturity                      $  373,600          6.40%
                                   ----------          -----
Total                              $8,036,357          6.14%
                                   ==========          =====
Held-to-Maturity:
-----------------

      As  of  December  31, 1998, there  were  no  securities
categorized as held-to-maturity.

          10.  Return on Equity and Assets.

       Returns on average consolidated assets and average consolidated 
equity for the year ended December 31, 1998 and 1997 are as follows:

                                   1998                1997
                                   ----                ----
Return on average assets           1.13%               1.23%
Return on average equity          11.32%              15.56%
Equity to assets ratio             8.96%               7.90%
Dividend payout ratio              8.73%               9.50%


          11.  Asset/Liability Management.

      It  is  the  objective  of the Bank to  manage  assets  and
liabilities  to  provide  a  satisfactory,  consistent  level  of
profitability  within  the framework of  established  cash,  loan
investment,  borrowing  and capital  policies.   Certain  of  the
officers of the Bank are responsible for monitoring policies  and
procedures that are designed to ensure acceptable composition  of
the asset/liability mix, stability and leverage of all sources of
funds  while adhering to prudent banking practices.   It  is  the
overall   philosophy  of  management  to  support  asset   growth
primarily through growth of core deposits of all categories  made
by individuals, partnerships and corporations.  Management of the
Bank seeks to invest the largest portion of the Bank's assets  in
commercial, consumer and real estate loans.

      The  Bank's  asset/liability mix is monitored  on  a  daily
basis.  A monthly report reflecting interest-sensitive assets and
interest-sensitive liabilities is prepared and presented  to  the
Bank's  Board of Directors.  The objective of this policy  is  to
control  interest-sensitive  assets  and  liabilities  so  as  to
minimize the impact of substantial movements in interest rates on
the Bank's earnings.

          12.  Employees.

      As  of  March  22,  1999, the Bank  employed  35  full-time
equivalent  employees,  and the Company  employed  one  full-time
equivalent  employee.  Management of the Bank believes  that  its
employee  relations are good.  There are no collective bargaining
agreements covering any of the Bank's employees.

          13.  Supervision and Regulation.

      The  Company  and  the Bank operate in a  highly  regulated
environment,  and  their  business  activities  are  governed  by
statute,  regulation and administrative policies.   The  business
activities of the Company and the Bank are closely supervised  by
a  number of state and federal regulatory agencies, including the
Federal  Reserve  Board,  the Office of the  Comptroller  of  the
Currency  ("OCC"), the Georgia Department of Banking and  Finance
(the  "Georgia  Department") and the  Federal  Deposit  Insurance
Corporation ("FDIC").

      The Company is regulated by the Federal Reserve Board under
the  federal Bank Holding Company Act of 1956, as amended  ("Bank
Holding  Company Act"), which requires every bank holding company
to  obtain the prior approval of the Federal Reserve Board before
acquiring more than 5% of the voting shares of any bank or all or
substantially all of the assets of a bank, and before merging  or
consolidating  with  another bank holding company.   The  Federal
Reserve  Board (pursuant to regulation and published  statements)
has maintained that a bank holding company must serve as a source
of  financial strength to its subsidiary banks.  In  adhering  to
the Federal Reserve  Board policy, the Company may be required to
provide  financial support to a subsidiary bank at a  time  when,
absent  such  Federal Reserve Board policy, the Company  may  not
deem  it  advisable to provide such assistance.  A  bank  holding
company  is  generally prohibited from acquiring control  of  any
company  which  is not a bank and from engaging in  any  business
other  than  the business of banking or managing and  controlling
banks.

      Pursuant  to  Riegle-Neal Interstate Banking and  Branching
Efficiency  Act  of  1994  (the  "Riegle-Neal  Act"),   effective
September  29,  1995,  an adequately capitalized  and  adequately
managed  bank  holding company may acquire a  bank  across  state
lines,  without regard to whether such acquisition is permissible
under  state  law.   A bank holding company is considered  to  be
"adequately  capitalized"  if  it meets  all  applicable  federal
regulatory capital standards.

      While  the Riegle-Neal Act precludes a state from  entirely
insulating its banks from acquisition by an out-of-state  holding
company,  a  state  may still provide that  a  bank  may  not  be
acquired by an out-of-state company unless the bank has  been  in
existence  for  a specified number of years, not to  exceed  five
years.   Additionally, the Federal Reserve Board is directed  not
to  approve  an application for the acquisition of a bank  across
state  lines if (i) the applicant bank holding company, including
all  affiliated  insured  depository institutions,  controls,  or
after the acquisition would control, more than ten percent of the
total  amount  of deposits of all insured depository institutions
in  the United States (the "ten percent concentration limit")  or
(ii)   the  acquisition  would  result  in  the  holding  company
controlling  thirty  percent or more of  the  total  deposits  of
insured depository institutions in any state in which the holding
company  controlled  a bank or branch immediately  prior  to  the
acquisition  (the "thirty percent concentration limit").   States
may  waive  the thirty percent concentration limit, or  may  make
same   more  or  less  restrictive,  so  long  as  they  do   not
discriminate against out-of-state bank holding companies.

     The Riegle-Neal Act also provides that, beginning on June 1,
1998, banks located in different states may merge and operate
the  resulting  institution as a bank with  interstate  branches.
However,  a  state  may (i) prevent interstate branching  through
mergers by passing a law prior to June 1, 1998 that expressly
prohibits  mergers involving out-of-state banks  or  (ii)  permit
such  merger transactions prior to June 1, 1998.   Under  the
Riegle-Neal Act, an interstate merger transaction may involve the
acquisition   of  a  branch  of  an  insured  bank  without   the
acquisition of the bank itself, but only if the law of the  state
in which the branch is located permits this type of transaction.

     A state may impose certain conditions on a branch of an out-
of-state bank resulting from an interstate merger so long as such
conditions do not have the effect of discriminating against  out-
of-state banks or bank holding companies, other than on the basis
of  a  requirement of nationwide reciprocal treatment.   The  ten
percent  concentration limit and the thirty percent concentration
limit  described above, as well as the rights of  the  states  to
modify or waive the thirty percent concentration limit, apply  to
interstate bank mergers in the same manner as they apply  to  the
acquisition of out-of-state banks.

      A  bank resulting from an interstate merger transaction may
retain  and  operate  any office that any bank  involved  in  the
transaction  was  operating immediately before  the  transaction.
After  completion  of  the transaction, the  resulting  bank  may
establish  or  acquire additional branches at any location  where
any  bank  involved in the transaction could have established  or
acquired a branch.

      The  Riegle-Neal  Act  also provides that  the  appropriate
federal  banking agency may approve an application by a  bank  to
establish and operate an interstate branch in any state that  has
in  effect a law that expressly permits all out-of-state banks to
establish and operate such a branch.

      In response to the Riegle-Neal Act, the Georgia legislature
adopted  the  Georgia Interstate Banking Act, effective  July  1,
1995.  The  Georgia  Interstate Banking  Act  provides  that  (i)
interstate  acquisitions of institutions located in Georgia  will
be  permitted  in  states  which also allow  national  interstate
acquisitions,  and (ii) interstate acquisitions  of  institutions
located  in Georgia will be permitted by institutions located  in
states which allot national interstate acquisitions.

      Additionally,  in  February 1996, the  Georgia  legislature
adopted  the  "Georgia Interstate Branching  Act"  which  permits
Georgia-based  banks  and  bank  holding  companies   owning   or
acquiring banks outside of Georgia and all non-Georgia banks  and
bank  holding companies owning or acquiring banks in Georgia  the
right  to  merge  any lawfully-acquired bank into  an  interstate
branch  network. The Georgia Interstate Branching Act also allows
banks  to establish de novo branches on a limited basis beginning
July  1,  1996.  Beginning July 1, 1998, the number  of  de  novo
branches  which  may  be  established is no  longer  limited,  as
described below.

      The  Company  is  also regulated by the Georgia  Department
under  the Georgia Bank Holding Company Act, which requires every
Georgia bank holding company to obtain the prior approval of  the
Georgia  Department before acquiring more than 5% of  the  voting
shares of any bank or all or substantially all of the assets of a
bank  or  before  merging or consolidating with  any  other  bank
holding  company.   A Georgia bank holding company  is  generally
prohibited from acquiring ownership or control of 5% or  more  or
the voting shares of any bank unless the bank being  acquired  is
either  a  bank for purposes of the federal Bank Holding  Company
Act,  or  a  federal or state savings and loan association  or  a
savings  bank or federal savings bank whose deposits are  insured
by  the  Federal Savings and Loan Insurance Corporation and  such
bank  has been in existence and continuously operating as a  bank
for  a  period   of  five  years or more prior  to  the  date  of
application  to  the  Georgia Department  for  approval  of  such
acquisition.

      Moreover, on March 15, 1999, the Georgia legislature passed
legislation  that  would permit a bank holding company  owning  a
bank that does a lawful business in Georgia to acquire control of
a  bank  through formation of a de novo bank in Georgia, provided
that  it  obtains required departmental approval and any required
federal  approval. The legislation further provides that  a  bank
holding  company may merge or consolidate a de novo bank that  is
established, notwithstanding that it is less than five years old,
into another bank owned by that holding company. However, no out-
of-state  bank  holding company may enter Georgia to  do  banking
business through the formation of a de novo bank. Governor Barnes
is expected to sign the bill into law.

      As  a national bank, the Bank is subject to the supervision
of  the  OCC  and, to a limited extent, the FDIC and the  Federal
Reserve  Board.   With  respect  to  expansion,  national   banks
situated  in the State of Georgia  are currently prohibited  from
establishing branch offices or facilities outside of  the  county
in  which  the  bank's  main office is  located,  except  (i)  in
adjacent counties in  certain situations, or (ii) by means  of  a
merger  or  consolidation with a bank which has been in existence
for at least five years.  In addition, in the case of a merger or
consolidation, the acquiring bank must have been in existence for
at  least  24  months  prior  to the merger.   However,  Georgia,
effective July 1, 1997, permits the subsidiary bank(s) of any
bank holding company then engaged in the banking business in  the
State  of Georgia to establish, de novo, upon receipt of required
regulatory  approval,  an aggregate of  up  to  three  additional
branch   banks  in  any  county  within  the  State  of  Georgia.
Effective  July  1,  1998,  Georgia will  permit,  with  required
regulatory approval, the establishment of de novo branches in  an
unlimited number of counties within the State of Georgia  by  the
subsidiary bank(s) of the bank holding companies then engaged  in
the   banking  business  in  the  State  of  Georgia.   This  new
legislation could result in increased competition in  the  Bank's
market  area.   As a national bank, the Bank is  subject  to  the
Georgia banking and usury laws restricting the amount of interest
which  it  may  charge  in making loans or  other  extensions  of
credit.

     Loans and extensions of credit by national banks are subject
to legal lending limitations.  Under federal law, a national bank
may  grant unsecured loans and extensions of credit in an  amount
of up to 15% of its unimpaired capital and surplus to any person.
In  addition,  a national bank may grant loans and extensions  of
credit  to  a  single  person in an  amount  up  to  10%  of  its
unimpaired  capital and surplus, provided that  the  transactions
are  fully  secured  by readily marketable  collateral  having  a
market  value  determined by reliable and continuously  available
price  quotations.  This 10% limitation is separate from, and  in
addition  to, the 15% limitation for unsecured loans.  Loans  and
extensions of credit may exceed the general lending limit if they
qualify under one of several exceptions.  Such exceptions include
certain  loans or extensions of credit arising from the  discount
of  commercial  or  business  paper,  the  purchase  of  bankers'
acceptances,  loans secured by documents of title, loans  secured
by  U.S.  obligations, and loans to or guaranteed by the  federal
government.

     The Company and the Bank are required to comply with capital 
adequacy standards established by the Federal Reserve in the case 
of the Company, and the appropriate federal  banking regulator in 
the case of the Bank.  The  Federal Reserve  has  promulgated two 
basic measures of capital adequacy for  bank holding companies: a 
risk-based measure and a leverage measure. All applicable capital 
standards  must  be  satisfied for a  bank holding  company to be 
considered in compliance.

      The  risk-based  capital standards  are  designed  to  make
regulatory capital requirements more sensitive to differences  in
risk  profile among banks and bank holding companies, to  account
for off-balance-sheet-exposure, and to minimize disincentives for
holding  liquid  assets. Assets and off balance-sheet  items  are
assigned to broad risk categories, each with appropriate weights.
The resulting capital ratios represent capital as a percentage of
total risk-weighted assets and off-balance-sheet items.

      The  minimum guideline for the ratio (the "Total Risk-Based
Capital  Ratio")  of  total capital ("Total  Capital")  to  risk-
weighted assets (including certain off-balance-sheet items,  such
as  standby  letters  of credit) is 8%. At least  half  of  Total
Capital must be comprised of common stock, minority interests  in
the  equity  accounts of consolidated subsidiaries, noncumulative
perpetual  preferred  stock, and a limited amount  of  cumulative
perpetual  preferred  stock,  less  goodwill  and  certain  other
intangible  assets ("Tier 1 Capital"). The remainder may  consist
of subordinated debt, other preferred stock, and a limited amount
of  loan loss reserves ("Tier 2 Capital"). At December 31,  1998,
the Company's consolidated Total Risk-Based Ratio and its Tier  1
Risk-Based  Capital Ratio (i.e., the ratio of Tier 1  Capital  to
risk-weighted assets) were 15.1% and 13.8% respectively.

      In  addition,  the Federal Reserve has established  minimum
leverage  ratio  guidelines  for bank  holding  companies.  These
guidelines provide for a minimum ratio (the :Leverage Ratio")  of
Tier 1 Capital to average assets, less goodwill and certain other
intangible  assets,  of 3% for bank holding companies  that  meet
certain  specified criteria, including those having  the  highest
regulatory rating. All other bank holding companies generally are
required  to  maintain a Leverage Ratio of at least 3%,  plus  an
additional  cushion  of  100 to 200 basis points.  The  Company's
Leverage  Ratio  at December 31, 1998 was 11.9%.  The  guidelines
also  provide  that bank holding companies experiencing  internal
growth or making acquisitions will be expected to maintain strong
capital  positions  substantially above the  minimum  supervisory
levels   without  significant  reliance  on  intangible   assets.
Furthermore,  the  Federal Reserve has  indicated  that  it  will
consider  a  "tangible Tier 1 Capital Leverage Ratio"  (deducting
all  intangibles)  and  other  indicia  of  capital  strength  in
evaluating proposals for expansion or new activities.

      The  Bank was in compliance with applicable minimum capital
requirements  as of December 31, 1998. The Company has  not  been
advised  by any federal regulator of any specific minimum capital
ratio requirement applicable to it or the Bank.

     Failure to meet capital guidelines could subject the Bank to
a  variety  of  enforcement remedies,  including  issuance  of  a
capital  directive, the termination of deposit insurance  by  the
FDIC,  a  prohibition  on  the taking of  brokered  deposits  and
certain  other restrictions on its business. As described  below,
substantial  additional restrictions can be  imposed  upon  FDIC-
insured  depository  institutions that fail  to  meet  applicable
capital requirements.

      The  federal  bank  regulators continue to  indicate  their
desire  to  raise  capital  requirements  applicable  to  banking
institutions  beyond their current levels. In  this  regard,  the
Federal  Reserve  and the FDIC have, pursuant to Federal  Deposit
Insurance  Corporation  Improvement  Act  of  1991,  proposed  an
amendment   to  the  risk-based  capital  standards  that   would
calculate  the  change  in an institution's  net  economic  value
attributable to increases and decreases in market interest  rates
and would require banks with excessive rate risk exposure to hold
additional amounts of capital against such exposures.

     Under Federal Reserve policy, the Company is expected to act
as a source of financial strength for, and to commit resources to
support,  each of its banking subsidiaries. This support  may  be
required  at times when, absent such federal Reserve policy,  the
Company  may  not  be inclined to provide it.  In  addition,  any
capital  loans  by a bank holding company to nay of  its  banking
subsidiaries are subordinate in right of payment to deposits  and
to  certain other indebtedness of such banks. In the event  of  a
bank  holding company's bankruptcy, any commitment  by  the  bank
holding  company to a federal bank regulatory agency to  maintain
the  capital  of  a  banking subsidiary will be  assumed  by  the
bankruptcy trustee and entitled to a priority of payment.

       Under  the  Federal  Deposit  Insurance  Act  ("FDIA"),  a
depository institution insured by the FDIC can be held liable for
any  loss incurred by, or reasonably expected to be incurred  by,
the FDIC after August 9, 1989, in connection with (i) the default
of  a commonly controlled FDIC-insured depository institution  or
(ii)  any  assistance  provided  by  the  FDIC  to  any  commonly
controlled  FDIC-insured  depository institution  "in  danger  of
default."  "Default" is defined generally as the appointment of a
conservator  or receiver, and "in danger of default"  is  defined
generally as the existence of certain conditions indicating  that
a  default  is  likely  to  occur in the  absence  of  regulatory
assistance. The FDIC's claim for damages is superior to claims of
shareholders   of  the  insured  depository  institution  or  its
holding  company,  but  is subordinate to claims  of  depositors,
secured  creditors and holders of subordinated debt  (other  than
affiliates)   of  the  commonly  controlled  insured   depository
institution.  As  a  result, any loss suffered  by  the  FDIC  in
respect  of  any  of these subsidiaries would  likely  result  in
assertion  of  the cross-guarantee provisions, the assessment  of
such   estimated  losses  against  the  depository  institution's
banking  or  thrift  affiliates, and  a  potential  loss  of  the
investment in such other subsidiary depository institution.

      FDICIA establishes a system of prompt corrective action  to
resolve the problems of undercapitalized institutions. Under this
system,  which  became effective in December  1992,  the  federal
banking   regulators  are  required  to  establish  five  capital
categories     well    capitalized,    adequately    capitalized,
undercapitalized, significantly undercapitalized  and  critically
under-capitalized)  and  to  take certain  mandatory  supervisory
actions,  and are authorized to take other discretionary actions,
with  respect  to  institutions  in  the  three  undercapitalized
categories,  the severity of which will depend upon  the  capital
category  in which the institution is placed. Generally,  subject
to  a narrow exception, FDICIA requires the banking regulator  to
appoint  a  receiver  or conservator for an institution  that  is
critically undercapitalized. The federal banking regulators  have
specified  by  regulation the relevant  capital  level  for  such
category.

      As  a bank holding company, the Company is required to file
with  the  Federal  Reserve Board and the Georgia  Department  an
annual  report of its operations at the end of each  fiscal  year
and  such additional information as the Federal Reserve Board may
require pursuant to the Act.  The Federal Reserve Board may  also
make examinations of the Company and each of its subsidiaries.

      The United States Congress and the Georgia General Assembly
have  periodically  considered and adopted legislation  that  has
resulted  in, and could further result in, deregulation  of  both
banks  and  other financial institutions. Such legislation  could
modify  or  eliminate geographic restrictions on banks  and  bank
holding companies and current prohibitions against banks engaging
in  certain nonbanking activities. Such legislative changes could
place the Company in more direct competition with other financial
institutions including mutual funds, securities brokerage  firms,
insurance  companies and investment banking firms. The effect  of
any  such  legislation on the business of the Company  cannot  be
accurately  predicted.  The  Company cannot  predict  what  other
legislation might be enacted or what other regulations  might  be
adopted, or if enacted or adopted, the effect thereof.

          14.  Monetary Policies.

     The results of operations of the Bank are affected by credit
policies  of  monetary  authorities,  particularly  the   Federal
Reserve  Board.  The instruments of monetary policy  employed  by
the Federal Reserve Board include open market operations  in U.S.
Government  securities, changes in the discount  rate  on  member
bank   borrowings, changes in reserve requirements against member
bank  deposits  and  limitations on interest rates  which  member
banks  may  pay  on time and savings deposits.  In  view  of  the
changing  conditions  in  the  national  economy  and  the  money
markets,  as well as the effect of action by monetary and  fiscal
authorities,  including the Federal Reserve Board, no  prediction
can  be  made  as  to possible future changes in interest  rates,
deposit levels, loan demand or the business and earnings  of  the
Bank.

Item 2.   Description of Property.
          ------------------------

      The  Bank  owns  its main banking facility  located  in  an
approximately  9,500 square foot building at 561 East  Washington
Avenue,  Ashburn, Georgia 31714. The Hudson Avenue  side  of  the
property contains a house that has been remodeled and is used for
various  activities, including banking and civic  functions.  The
bank invested approximately $1,141,396 in the construction of the
building,  landscaping and the purchase of security devices,  the
main  vault, furniture and fixtures. The Bank leases, at the rent
of  $2,083  per month, 540 square feet at the Wal-Mart  store  in
Cordele, Crisp County, where it operates its Crisp County Branch.
The  lease  expires  on  September 19, 2002.  The  Bank  received
regulatory  approval  to  open  a  branch  location  in  Ashburn,
Georgia,  on  November  30,  1998. For  this  purpose,  the  Bank
purchased,  for  $100,000,  the  real  estate  located   at   131
Industrial  Drive,  Ashburn, Georgia on July 8,  1998.  The  Bank
subsequently  subdivided the parcel and  disposed  of  a  portion
thereof, including a single family residence, for which the  Bank
had  no  use.  The Bank intends to construct a 1,500 square  foot
branch building on the remaining real estate. This second Ashburn
Branch  will  have three drive-through windows and  an  automatic
teller.

     On March 26, 1998, the Bank purchased two parcels of land in
St.  Marys, Camden County, Georgia, for $241,074 for construction
of  its  Camden  County  Branch. Pending the  completion  of  the
permanent  building,  the  Bank is operating  the  Camden  County
Branch  in  a  temporary structure located near the  construction
site.

     On July 2, 1998, the Bank purchased a .5 acre parcel of land
in  Cordele,  Crisp County, Georgia, for $288,000,  intended  for
future  construction of a stand-alone branch  facility  in  Crisp
County.

Item 3.   Legal Proceedings.
          ------------------

      Neither the Company nor the Bank is a party to, nor is  any
of  their  property  the subject of, any material  pending  legal
proceeding which is not routine litigation that is incidental  to
the business or any other material legal proceeding.

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

     No matter was submitted to a vote of security-holders during
the fourth quarter of the fiscal year covered by this report.


                             PART II


Item  5.    Market  for  Common Equity  and  Related  Stockholder Matters.
            --------------------------------------------------------------

      The Registrant's Articles of Iincorporation authorize it to
issue  up to 10,000,000 shares of common stock, no par value  per
share.  As of March 22, 1999, 1,518,871 shares of  the
Registrant's common stock were issued and outstanding to 1,210
holders of record.

      There is no established public trading market in the stock.
In  the 1998 Offering, the Registrant sold 400,000 shares of  its
common  stock  at a price of $10.00 per share. The Registrant  is
aware  of isolated private sales which that have occurred  during
the  year  ended  December 31, 1998,  in  all  of  which  the per 
share price was $10.00.

      During  the first quarter of 1998 the Company  declared
and paid a dividend of $105,426, i.e., $0.10 per share.
During  the  first quarter of 1997, the Company declared  and
paid  a dividend of $98,957, i.e., $0.0933 per share.   The
declaration of future dividends is within the discretion  of  the
Board  of  Directors  and will depend, among other  things,  upon
business  conditions, earnings, the financial  condition  of  the
Bank and the Company, and regulatory requirements.

     The Bank is restricted in its ability to pay dividends under
the  national  banking  laws  and  by  regulations  of  the  OCC.
Pursuant  to  12 U.S.C. Section 56, a national bank may  not  pay
dividends  from its capital.  All dividends must be paid  out  of
net  profits then on hand, after deducting losses and bad  debts.
Payments of dividends out of net profits is further limited by 12
U.S.C.  Section  60(a), which prohibits a bank from  declaring  a
dividend  on its shares of common stock until its surplus  equals
its  stated capital, unless there has been transferred to surplus
not  less  than 1/10 of the Banks's net profits of the  preceding
two  consecutive  half-year periods (in the  case  of  an  annual
dividend).  Pursuant to 12 U.S.C. Section 60(b), the approval  of
the  OCC  is required if the total of all dividends  declared  by
the  Bank  in  any  calendar year exceeds the total  of  its  net
profits for that year combined with its retained net profits  for
the preceding two years, less any required transfers to surplus.

      The  OCC's  regulations, the allowance for loan  and  lease
losses  will  not  be considered an element of either  "undivided
profits  then  on  hand" or "net profits."   Further,  under  the
regulations, a national bank may be able to use a portion of  its
capital  surplus  account as "undivided profits  then  on  hand,"
depending  on the composition of that account.  In addition,  the
regulations  clarify that dividends on preferred  stock  are  not
subject  to  the  limitations  of 12  U.S.C.  Section  56,  while
explicitly making such dividends subject to the constraints of 12
U.S.C.  Section 60.  In general, the regulations do not  diminish
or  impair a well-capitalized banks ability to make cash payments
to its shareholders in the form of a return of capital.

Item 6.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations.
          ------------------------------------

      Discussion  of  the  financial  condition  and  results  of
operations of the Company should be read in conjunction with  the
Company's  consolidated financial statements  and  related  notes
which are included elsewhere herein.

          A.   Results of Operations.

Year Ended December 31, 1998 - Compared to Year Ended December 31, 1997
-----------------------------------------------------------------------

      For the years ended December 31, 1998 and 1997, net income  
amounted  to  $1,207,482  and  $1,041,943 respectively.  For 1998, 
basic and diluted income  per  share of  common  stock was $1.00 
and $.85, respectively; for 1997, basic  and  diluted income per 
share of common stock amounted  to $.98  and $.81, respectively.  
Note that during 1998  and 1997,  the  outstanding  warrants  and  
stock options were dilutive (i.e., upon exercise, they diluted 
earnings per share by more than 3.03%), thus necessitating the 
disclosure of basic  and diluted  income per share.  Net income in 
1998  increased  by $165,539 primarily due to the following reasons:

a.   Average  earning  assets  for the year  ended  December  31,
     1998  increased  from  $80.2  million  to  $99.7 million,  
     representing an increase of $19.5 million,  or 24.3%.  Below 
     are various components of average  earning assets for the 
     periods indicated:

                                           December 31,
                                       1998            1997
                                       ----            ----
                                            (in 000's)

Federal funds sold                  $ 5,446          $ 2,753
Securities                            7,860            7,688
Net loans                            86,359           69,756
                                    -------          -------
 Total average earning assets       $99,665          $80,197
                                    =======          =======

b.   As  a consequence of the increase in average earning assets,
     the  net interest income also increased from $4,335,936  for
     the  year ended December 31, 1997 to $5,180,753 for  the
     year   ended  December  31, 1998.   Below  are  various
     components of interest income and expense, as well as  their
     yield/costs for the periods indicated:

Years  Ended:           December 31, 1998     December 31, 1997
                        -----------------     -----------------
                              Interest            Interest
                          Income    Yield     Income      Yield
                         /Expense   /Cost    /Expense     /Cost
                         --------   -----    --------     ------
Interest income:

Federal funds sold   $  295,645     5.43% $  144,290      5.24%
Securities              459,908     6.18%    458,277      5.96%
Loans                 9,435,725    10.93%  7,698,998     11.04%
                    -----------    ------  ---------     ------
  Total             $10,191,278    10.23% $8,301,565     10.35%
                    ===========    ====== ==========     ======


Years Ended:             December 31, 1998   December 31, 1997
                         -----------------   -----------------
                              Interest            Interest

                          Income    Yield     Income    Yield
                         /Expense   /Cost    /Expense   /Cost
                         --------   -----    --------   -----
Interest expense:

NOW and money
 market deposit      $  384,874     3.06% $  365,167      3.22%
Savings Deposits         41,748     3.22%     41,575      3.22%
Time Deposits         4,571,924     6.00%  3,557,982      5.95%
Borrowings               11,979     5.67%        905      5.97%
                     ----------     ----- ----------      -----
  Total              $5,010,525     5.55% $3,965,629      5.47%
                     ==========     ===== ==========      =====

Net interest income  $5,180,753           $4,335,936
                     ==========           ==========
Net yield on
 earning assets                     5.20%                 5.41%
                                    =====                 =====

Net Interest Income
-------------------

      The  Company's results of operations are determined by  its
ability  to  manage effectively interest income and  expense,  to
minimize  loan  and  investment losses, to generate  non-interest
income and to control non-interest expense.  Since interest rates
are  determined  by market forces and economic conditions  beyond
the  control of the Company, the ability to generate net interest
income  is  dependent upon the Company's ability to  maintain  an
adequate spread between the rate earned on earning assets and the
rate  paid on interest-bearing liabilities, such as deposits  and
borrowings.  Thus,  net interest income is  the  key  performance
measure of income.

       The  Company's net interest income for 1998 was $5,180,753  
as compared to  $4,335,936  for  1997. Average  yields on earning 
assets were 10.23% and 10.35% for the years  ended  December  31, 
1998 and 1997,  respectively. The average costs of funds for 1998 
increased to 5.55% from the 1997 cost of 5.47%.  The net interest 
yield is  computed by  subtracting interest expense from interest 
income  and dividing  the  resulting  figure by average interest-
earning assets.  Net interest yields for the years ended December 
31, 1998 and 1997 amounted to  5.20%%  and  5.41%,  respectively.    
The decrease in net interest yield is due to two factors: 
(i) during 1998,  the  yield  on earning assets declined by  .12%  
and  (ii) during  1998,  the  cost  of funds increased  by  .08%.
Net interest  income for 1998 as compared to 1997, increased by  
$844,817. The increase is due primarily to the growth in average  
earning assets from $80.2 million in 1997 to $99.7 million in 1998.

Non-Interest Income
-------------------

      Non-interest  income  for  the  years  ended  December  31,
1998 and 1997,  amounted  to $554,788  and  $504,158, respectively.   
As  a percentage of average assets,  non-interest income decreased 
from .59% in 1997 to .52% in 1998.  The primary reason for the above 
decrease is due to the fact that the fee schedule on deposit accounts 
remained virtually identical in 1998  as  compared to 1997, and income 
from miscellaneous services and products decreased during 1998.

      The following table summarizes the major components of non-
interest income for the periods therein indicated:

                       Non-Interest Income

                                      Year Ended December 31,
                                    1998                    1997

Service fees on deposit accounts   $488,692              $418,012
Gain on sale of securities            4,350                 4,773
Miscellaneous, other                 61,746                81,373
                                   --------              --------
  Total non-interest income        $554,788              $504,158
                                   ========              ========


Non-Interest Expense
--------------------

       Non-interest  expense  increased  from  $2,227,859  during
1997  to  $3,035,465 in 1998.   As  a  percent  of  total
average assets, non-interest expense has increased from 2.63%  in
1997  to  2.84% in 1998.  The main reason for  the  above
increase is associated with the Company's efforts in opening  the
second  branch  in Ashburn, Georgia and its first branch  in  St.
Marys, Georgia.  Below are the components of non-interest expense
for the years 1998 and 1997.

                      Non-Interest Expense

                                      Year Ended December 31,
                                     1998                   1997
                                     ----                   ----
Salaries and other 
  personnel benefits             $1,438,874              $1,106,062
Data processing charges             143,827                 111,377
Depreciation                        181,650                 130,746
Professional Fees                   173,319                 141,246
Other  expenses                   1,097,795                 738,428
                                 ----------              ----------
  Total non-interest expense     $3,035,465              $2,227,859
                                 ==========              ==========

      For the year ended December 31, 1998, the allowance for
loan  losses  increased  from  $1,565,923  to  $1,824,179.    The
allowance  for  loan  losses  as a percent  of  gross  loans  was
identical, at 2.02%, as of December 31, 1997 and December 31,
1998.  As of December 31, 1998, management considers  the
allowance  for  loan  losses to be adequate  to  absorb  possible
future  losses. However, there can be no assurance  that  charge-
offs  in  future periods will not exceed the allowance  for  loan
losses or that additional provisions to the allowance will not be
required.

Liquidity and Interest Rate Sensitivity
---------------------------------------

      Net  interest  income,  the  Company's  primary  source  of
earnings,  fluctuates with significant interest  rate  movements.
To  lessen  the impact of these margin swings, the balance  sheet
should  be  structured so that repricing opportunities exist  for
both  assets  and  liabilities in roughly equivalent  amounts  at
approximately  the  same  time intervals.   Imbalances  in  these
repricing opportunities at any point in time constitute  interest
rate sensitivity.

      Interest  rate sensitivity refers to the responsiveness  of
interest-bearing  assets and liabilities  to  changes  in  market
interest  rates.  The rate sensitive position,  or  gap,  is  the
difference   in   the  volume  of  rate  sensitive   assets   and
liabilities, at a given time interval.  The general objective  of
gap  management is to manage actively rate sensitive  assets  and
liabilities  so  as  to  reduce  the  impact  of  interest   rate
fluctuations  on  the  net interest margin. Management  generally
attempts to maintain a balance between rate sensitive assets  and
liabilities as the exposure period is lengthened to minimize  the
Company's  overall interest rate risks.  The  asset  mix  of  the
balance  sheet  is  continually evaluated  in  terms  of  several
variables:   yield, credit quality, appropriate  funding  sources
and  liquidity.  To effectively manage the liability mix  of  the
balance  sheet focuses on expanding the various funding  sources.
The  interest rate sensitivity position at year-end  19971998  is
presented  below.   Since all interest rates  and  yield  do  not
adjust  at the same velocity, the gap is only a general indicator
of rate sensitivity.

                               After
                               three              After
                               months    After   one year
                                but       six      but
                      Within   within     but    within   After
                      three     six     within    five     five
                      months   months  one year   years    years  Total
                      -------  ------  --------  -------  ------  -----

EARNING ASSETS

Loans                $37,744   $9,113    $13,927  $27,505 $1,830  $90,119
Securities               ---      ---        ---    5,287  2,749    8,036
Federal funds sold    15,850      ---        ---      ---    ---   15,850
                     -------   ------    -------  ------- ------  -------

Total earning assets $53,594   $9,113    $13,927  $32,792 $4,579 $114,005
                     =======   ======    =======  ======= ====== ========
SUPPORTING
SOURCES OF FUNDS

Interest-bearing 
  demand deposits
  and  savings       $13,786  $   ---    $   ---  $   --- $  --- $13,786

Certificates,
  Less than $100M     21,487   11,903     20,642    5,426    ---  59,458
Certificates, 
 $100M and over        6,379    3,682     12,884    1,714    ---  24,659
                     -------  -------    -------  -------  ----- -------
 Total interest-bearing 
  liabilities        $41,652 $15,585     $33,526   $7,140 $  --- $97,903
                     ======= =======     =======   ====== ====== =======

Interest rate
  Sensitivity gap    $11,942  (6,472)    (19,599)  25,652  4,579  16,102

Cumulative gap        11,942   5,470     (14,129)  11,523 16,102  16,102

Interest rate 
 sensitivity gap 
 ratio                 1.29    .58         .42      4.59   N/A     1.16

Cumulative interest 
  rate sensitivity 
  gap ratio            1.29   1.10         .84      1.12  1.16     1.16

      As  evidenced  by  the table above, the  Company  is  asset
sensitive from zero to six months, liability sensitive  from  six
to twelve months, and asset sensitive thereafter.  In a declining
interest rate environment, a liability sensitive position (a  gap
ratio  of  less  than  1.0) is generally more advantageous  since
liabilities  are repriced sooner than assets.  Conversely,  in  a
rising interest rate environment, an asset sensitive position  (a
gap  ratio  over 1.0) is generally more advantageous, as  earning
assets are repriced sooner than liabilities.  With respect to the
Company, an increase in interest rates would increase income from
zero  through  six months and from one year on; it  would  reduce
income  from six months through one year.  Conversely, a  decline
in  interest  rates  would reduce income from  zero  through  six
months,  and from one year on; it would increase income from  six
months  through one year.  This, however, assumes that all  other
factors affecting income remain constant.

       As   the  Company  continues  to  grow,  management   will
continuously  structure  its rate sensitivity  position  to  best
hedge  against  rapidly  rising or falling  interest  rates.  The
Bank's  Asset/Liability Committee meets on a quarterly basis  and
develops  management's  strategy for the upcoming  period.   Such
strategy   includes   anticipations  of  future   interest   rate
movements.   Interest  rate risk will, nonetheless,  fall  within
previously adopted policy parameters to contain any risk.

      Liquidity represents the ability to provide steady  sources
of  funds for loan commitments and investment activities  and  to
maintain  sufficient  funds  to  cover  deposit  withdrawals  and
payment  of debt and operating obligations.  These funds  can  be
obtained  by  converting  assets to cash  or  by  attracting  new
deposits.   The Company's primary source of liquidity comes  from
its  ability to maintain and increase deposits through the  Bank.
Deposits  grew by $24.6 million in 19971998.  Below are pertinent
liquidity  balances and ratios for the years ended  December  31,
1998 and 1997.

                                              December, 31
                                      1998                    1997
                                      ----                    ----
Cash and cash equivalents         $19,247,203              $5,020,621
CDs, over $100,000 
  to total deposits ratio               22.8%                   18.6%
Loan to deposit ratio                   81.5%                   90.4%
Securities to total assets ratio         6.6%                    7.7%
Brokered deposits                        ---                     ---


      As  the  above  balances  and ratios  indicate,  management
believes  that  the  Company's  1998  liquidity  position  is
satisfactory.   Management is unaware  of  any  trends,  demands,
commitments, events or uncertainties that will result in  or  are
reasonably likely to result in the Company's liquidity increasing
or  decreasing in any material way.  The Company is not aware  of
any  current recommendations by the regulatory authorities which,
if  implemented,  would have a material effect on  the  Company's
liquidity, capital resources or results of operations.

Capital Adequacy
----------------

      There are now two primary measures of capital adequacy  for
banks   and  bank  holding  companies:  (i)  risk-based   capital
guidelines; and (ii) the leverage ratio.

      The  risk-based capital guidelines measure the amount of  a
bank's  required  capital  in relation  to  the  degree  of  risk
perceived  in  its assets and its off-balance sheet  items.   For
example,  cash and Treasury Securities are placed  under  a  zero
percent risk category while commercial loans are placed under the
one  hundred  percent  risk  category.   Banks  are  required  to
maintain  a  minimum risk-based capital ratio of  8.0%,  with  at
least  4.0%  consisting of Tier 1 capital.  Under the  risk-based
capital  guidelines, there are two "tiers" of  capital.   Tier  1
capital  consists of common shareholders' equity,  non-cumulative
and cumulative (bank holding companies only), perpetual preferred
stock  and minority interests.  Goodwill is subtracted  from  the
total.  Tier 2 capital consists of the allowance for loan losses,
hybrid   capital   instruments,  term   subordinated   debt   and
intermediate term preferred stock.

      The  second  measure  of capital adequacy  relates  to  the
leverage  ratio.  The OCC has established a 3.0% minimum leverage
ratio  requirement.  Note that the leverage ratio is computed  by
dividing  Tier 1 capital into total assets.  Banks that  are  not
rated  CAMEL  1  by  their primary regulator  should  maintain  a
minimum leverage ratio of 3.0% plus an additional cushion  of  at
least  1  to  2 percent, depending upon risk profiles  and  other
factors.

      A  new  rule  was  recently adopted by the Federal  Reserve
Board, the OCC and the FDIC that adds a measure of interest  rate
risk  to  the determination of supervisory capital adequacy.   In
connection  with  this  new rule, the agencies  also  proposed  a
measurement  process to measure interest rate risk.   Under  this
proposal, all items reported on the balance sheet, as well as off-
balance  sheet  items, would be reported according  to  maturity,
repricing  dates  and  cash  flow  characteristics.    A   bank's
reporting  position  would be multiplied by  duration-based  risk
factors and weighted according to rate sensitivity.  The net risk
weighted  position  would be used in assessing capital  adequacy.
The  objective  of  this complex proposal  is  to  determine  the
sensitivity  of  a bank to various rising and declining  interest
rate  scenarios.   This  proposal is under consideration  by  the
Federal banking regulators.

      The  table  below  illustrates  the  Bank's  and  Company's
regulatory capital ratios at December 31, 1998.

                                                       Minimum
                                 December 31,         Regulatory
Bank                               1998              Requirement
----                             ------------        -----------

Tier 1 Capital                      9.6%                 4.0%
Tier 2 Capital                      1.2%                  N/A
                                    ----                 ----
  Total risk-based capital ratio   10.8%                 8.0%
                                   =====                 ====

Leverage ratio                      8.3%                 3.0%
                                    ====                 ====

                                                       Minimum
                                 December 31,         Regulatory
Company - Consolidated              1998             Requirement
----------------------           ------------        -----------
Tier 1 Capital                     13.8%                 4.0%
Tier 2 Capital                      1.3%                  N/A
                                   -----                 ----
  Total risk-based capital ratio   15.1%                 8.0%
                                   =====                 ====
Leverage ratio                     11.9%                 3.0%
                                   =====                 ====

      The above ratios indicate that the capital positions of the
Company  and  the  Bank are sound and that the  Company  is  well
positioned for future growth.

          B.   Year 2000 Remediation.

      Computer programs that have time-sensitive software may not
correctly  recognize  dates beginning in  the  year  2000.   This
problem  (the  "Year 2000 Issue") could result in miscalculations
or system failures.

      The  Company has conducted a review of both its information
technology  and  non-information  technology  systems,  and   has
determined  that  all  such  systems  are  adequately  Year  2000
compliant.    The  Company  incurred  expenses  of   $13,000   in
connection  with  such review in 1998, and it  expects  to  incur
additional related expenses of $30,000 during 1999.  As  part  of
routine  systems  maintenance, the Company replaced  or  upgraded
certain  systems,  but  in no case did  the  Company  replace  or
upgrade  a  system  solely  because  of  the  Year  2000   Issue.
Accordingly,  the Company does not believe that  the  replacement
and  upgrading  costs are specifically related to the  Year  2000
Issue.

      The  Company  believes  that its  most  likely  worst  case
scenario  arising  from  the Year 2000 Issue  would  be  a  power
failure.  It is also possible, if the Company's material  vendors
and  contractors  do not successfully complete their  remediation
efforts,  that  the  Company may experience  disruptions  to  its
business that could have a material adverse effect on its results
of  operations.  The Company could also be materially affected by
widespread  economic  or financial market disruption  or  by  the
failure  or  malfunctioning of government computer systems.   The
Company  has  developed a contingency plan that it believes  will
prevent disruption of its business by the Year 2000 Issue in  the
event that its remediation efforts are not successful.

Item 7.   Financial Statements and Supplementary Data.

      The  following financial statements are contained  in  this
Item 7:

               Independent Auditors' Report

                Consolidated  Balance Sheets-as of  December  31,
          1998 and 1997

                Consolidated Statements of Income-for  the  years
          ended December 31, 1998 and 1997

               Consolidated Statement of Changes in Stockholders'
          Equity-for  the years ended December 31, 1998 and 1997

                Consolidated  Statements of  Cash  Flows-for  the
          years ended December 31, 1998 and 1997

               Notes to Consolidated Financial Statements


                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                COMMUNITY NATIONAL BANCORPORATION
                        ASHBURN, GEORGIA
                                
                CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE YEARS ENDED
                   DECEMBER 31, 1998 AND 1997
                                
                                
                                
                                
                                
                                
                        TABLE OF CONTENTS
                                
                                
                                
REPORT OF INDEPENDENT ACCOUNTANTS                                39

CONSOLIDATED FINANCIAL STATEMENTS


          Consolidated Balance Sheets                            40

          Consolidated Statements of Income                      41

          Consolidated Statements of Changes in 
          Shareholders'Equity                                    42

          Consolidated Statements of Cash Flows                  43

          Notes to Consolidated Financial Statements             44

                                
                                
                                
                                
                                
                                
                                
                Report of Independent Accountants
                                
                                
                                
Board of Directors
Community National Bancorporation
Ashburn, Georgia

           We  have audited the accompanying consolidated balance
sheets of Community National Bancorporation and subsidiary as  of
December   31,  1998  and  1997,  and  the  related  consolidated
statements  of income, changes in shareholders' equity  and  cash
flows  for  the  years then ended.  These consolidated  financial
statements  are  the responsibility of the Company's  management.
Our responsibility is to express an opinion on these consolidated
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
consolidated    financial   position   of   Community    National
Bancorporation and subsidiary at December 31, 1998 and 1997,  and
the consolidated results of their operations and their cash flows
for  each of the years in the two-year period ended December  31,
1998,   in   conformity   with  generally   accepted   accounting
principles.





Atlanta, Georgia
February 28, 1999


                COMMUNITY NATIONAL BANCORPORATION
                        ASHBURN, GEORGIA
                   Consolidated Balance Sheets
                                
                                
                             ASSETS
                                                 As of December 31,
                                                  1998         1997
                                                  ----         ----
Cash and due from banks                       $3,397,203   $2,770,621
Federal funds sold, net  (Note 3)             15,850,000    2,250,000
                                              ----------   ----------
  Total cash and cash equivalents            $19,247,203   $5,020,621
Securities:  (Notes 2 & 4)
 Available-for-sale at fair value             8,036,357     7,077,909
Loans, net  (includes loans of $3,413,215
 (1998) and $3,191,232 (1997) to insiders)
 (Notes 2, 5, 6, & 14)                       88,295,060    75,791,059
Property and equipment, net  (Notes 2 & 7)    2,406,538     1,323,876
Other assets                                  3,606,774     2,380,922
                                             ----------    ----------
  Total Assets                             $121,591,932   $91,594,387
                                            ===========    ==========

              LIABILITIES AND SHAREHOLDERS' EQUITY
                                
Liabilities:
------------
Deposits
  Non-interest bearing deposits             $10,478,489   $ 7,488,707
  Interest bearing deposits                  97,903,091    76,353,452
                                             ----------    ----------
       Total deposits  (Note 9)            $108,381,580   $83,842,159
Other liabilities                               688,858       574,556
                                            -----------    ----------
  Total Liabilities                        $109,070,438   $84,416,715
                                            -----------    ----------

Commitments and Contingencies  (Note 8)
-----------------------------

Shareholders' Equity:  (Notes 1 & 10)
---------------------
Common stock, no par value, 10,000,000 
  shares authorized, 1,518,871 (1998) 
  and  1,060,251 (1997) shares issued; 
  1,518,871 (1998) and 1,054,251 (1997) 
  shares outstanding                       $  7,649,291   $ 3,479,988
 Treasury stock                                   -  -        (40,000)
 Retained earnings                            4,829,006     3,726,950
 Unrealized gain (loss) on securities, net       43,197        10,734
                                           ------------   -----------
   Total Shareholders' Equity              $ 12,521,494   $ 7,177,672
                                           ------------   -----------
   Total Liabilities and 
     Shareholders' Equity                  $121,591,932   $91,594,387
                                           ============   ===========
      Refer to notes to the consolidated financial statements.
  

              COMMUNITY NATIONAL BANCORPORATION
                        ASHBURN, GEORGIA
                Consolidated Statements of Income

                                            Years Ended December 31,
Interest Income:                               1998        1997
----------------                               ----        ----
 Interest and fees on loans (Note 2)      $ 9,435,725  $7,698,998
 Interest on investment securities            459,908     458,277
 Interest on federal funds sold               295,645     144,290
                                          -----------  ----------
    Total interest income                 $10,191,278  $8,301,565

Interest Expense:
-----------------
Interest on deposits and 
  borrowings(Note 11)                   $  5,010,525   $3,965,629
                                        ------------   ----------
Net interest income                        5,180,753    4,335,936
Provision for possible 
  loan losses (Note 6)                       720,000      735,300
                                        ------------   ----------
Net interest income after provision
  for possible loan losses              $  4,460,753   $3,600,636
                                        ------------   ---------- 
Other Income:
-------------
Gain on sale/settlement of 
  securities  (Note 4)                  $      4,350   $    4,773
Service fees on deposit accounts             488,692      418,012
Miscellaneous, other                          61,746       81,373
                                        ------------   ----------
      Total other income                $    554,788   $  504,158
                                        ------------   ----------

Other Expenses:
---------------
Salaries and benefits                   $  1,438,874   $1,106,062
Data processing expense                      143,827      111,377
Professional fees                            173,319      141,246
Depreciation                                 181,650      130,746
Repairs and maintenance                      123,630      124,152
Other operating expenses (Note 12)           974,165      614,276
                                         -----------   ----------
  Total other expenses                   $ 3,035,465   $2,227,859
                                         -----------   ----------

Income before income tax                 $ 1,980,076   $1,876,935
Income tax  (Notes 2 & 13)                   772,594      834,992
                                         -----------   ----------
Net income                              $  1,207,482   $1,041,943
                                        ------------   ----------
Other comprehensive income, net of tax
 Unrealized holding gains, securities         32,463       19,409
                                        ------------   ----------
Comprehensive income                     $ 1,239,945   $1,061,352
                                        ============   ==========
Basic earnings per share  (Note 2)       $      1.00   $      .98
                                        ============   ==========
Diluted earnings per share (Note 2)      $       .85   $      .81
                                        ============   ==========

      Refer to notes to the consolidated financial statements.
                                
                                
                                
                COMMUNITY NATIONAL BANCORPORATION
                        ASHBURN, GEORGIA
   Consolidated Statements of Changes in Shareholders' Equity
         for the years ended December 31, 1998 and 1997
                                
                                
                                 Common Stock           Treasury Stock
                              Shares      Amount      Shares      Amount
                              ------      ------      ------      ------
Balance, December 31, 1995   353,417   $3,479,988        - -      $  - -
                             -------   ----------     ------      ------
Dividends paid                   - -          - -        - -         - -     
Net income, 1996                 - -          - -        - -         - -
Unrealized (loss) on 
  securities                     - -          - -        - -         - -
                             -------   ----------     ------      ------
Balance, December 31, 1996   353,417   $3,479,988        - -      $  - -
                             -------   ----------     ------      ------
Stock splin (3:1)            709,834          - -        - -         - -
Dividens paid
  (.0933 per share)              - -          - -        - -         - -
Purchase of stock                - -          - -      6,000     (40,000)
Net income, 1997                 - -          - -        - -         - -
Unrealized gain,
  securities                     - -          - -        - -         - -
                             -------   ----------     ------     -------
Balance, December 31, 1997 1,060,251   $3,479,988      6,000    $(40,000)
                           ---------   ----------     ------    --------
Dividends paid
  ($.1 per share)                - -          - -        - -         - -
Treasury stock sold              - -       20,000     (6,000)     40,000
Exercise of options           58,620      195,400        - -         - -
Sale of stock                400,000    3,953,903        - -         - -
Net income                       - -          - -        - -         - -
Unrealized gain,
  securities                     - -          - -        - -         - -
                           ---------    ---------     ------     -------
Balance, December 31, 1998 1,518,871   $7,649,291        - -    $    - -
                           =========   ==========     ======    ========

                                             Unrealized          Total
                               Retained       Gain on        Shareholders'
                               Earnings      Securities         Equity
                               --------      ----------      -------------
Balance, December 31, 1995   $ 1,905,021     $   24,079      $  5,409,088
                             -----------     ----------      ------------
Dividends paid                   (63,615)           - -           (63,615)
Net income                       942,558            - -           942,558
Unrealized (loss) on 
  securities                         - -        (32,754)          (32,754)
                             -----------     ----------      ------------
Balance, December 31, 1996   $ 2,783,964     $   (8,675)     $  6,255,277
                             -----------     ----------      ------------
Stock split (3:1)                    - -            - -               - -
Dividends paid 
  (.0933 per share)              (98,957)           - -           (98,957)
Purchase of stock                    - -            - -           (40,000)
Net incoem, 1997               1,041,943            - -         1,041,943
Unrealized gain, securities          - -         19,409            19,409
                             -----------     ----------      ------------
Balance, December 31, 1997   $ 3,726,950     $   10,734      $  7,177,672
                             -----------     ----------      ------------
Dividends paid
  ($.1 per share)               (105,526)           - -          (105,426)
Treasury stock sold                  - -            - -            60,000
Exercise of options                  - -            - -           195,400
Sale of stock                        - -            - -         3,953,400
Net income                     1,207,482            - -         1,207,482
Unrealized gains, securities         - -         32,463            32,463
                             -----------     ----------      ------------
Balance, December 31, 1998   $ 4,829,006     $   43,197      $ 12,521,494
                             ===========     ==========      ============

       Refer to notes to the consolidated financial statements.
   

             COMMUNITY NATIONAL BANCORPORATION
                        ASHBURN, GEORGIA
              Consolidated Statements of Cash Flows
                                
                                            Years Ended December 31,
Cash flows from operating activities:       1998                1997
-------------------------------------       ----                ----
  Net income                            $ 1,207,482          $1,041,943
  Adjustments to reconcile net income 
    to net cash provided by operating 
    activities:
      Depreciation                      $   181,650          $  130,746
      Net amortization of premiums 
        on securities                        10,422               3,184
      (Gain) on sale or settlements 
        of securities                        (4,350)             (4,773)
      Provisions for loan losses            720,000             735,300
 (Increase) in other assets              (1,225,852)           (385,558)
 Increase in liabilities                    114,300            (317,382)
Net cash provided by operating         ------------          ----------
  activities                           $  1,003,652          $1,203,460
                                       ------------          ----------

Cash flows from investing activities:
-------------------------------------
 Proceeds from maturities and paydowns
  of securities                         $ 4,128,019          $3,632,000
 Proceeds from sales of securities             -  -             496,626
 Purchase of investment securities       (5,060,076)         (3,584,688)
 Net increase in loans                  (13,224,000)        (15,996,672)
 Purchase of property and equipment      (1,264,312)           (437,412)
                                        -----------          ----------
Net cash used in investing activities  $(15,420,369)       $(15,890,146)
                                        -----------          ----------

Cash flows from financing activities:
-------------------------------------
 Exercise of warrants, options         $    195,400        $        -  -
 Sale of stock                            3,953,903                 -  -
 Sale/(purchase) of treasury stock           60,000              (40,000)
 Payment of dividends                      (105,425)             (98,957)
 (Decrease) in lease obligations               -  -              (15,186)
 Increase in customer deposits           24,539,421           13,748,631
Net cash provided from financing      -------------        -------------
  activities                          $  28,643,299        $  13,594,488
                                      -------------        -------------

Net increase in cash and cash 
  equivalents                         $  14,226,582        $  (1,092,198)
Cash and cash equivalents, 
  beginning of year                       5,020,621            6,112,819
                                      -------------        -------------
Cash and cash equivalents, 
  end of year                         $  19,247,203        $   5,020,621
                                      =============        =============

Supplemental Information:

Income taxes paid                     $     879,000        $     800,125
                                      =============        =============
Interest paid                         $   3,845,696        $   3,908,406
                                      =============        =============
                                
       Refer to notes to the consolidated financial statements.


                     COMMUNITY NATIONAL BANCORPORATION
                             ASHBURN, GEORGIA
                 Notes to onsolidated Financial Statements
                        December 31, 1998 and 1997

Note 1 - Organization of the Business

      Community  National Bancorporation, Ashburn,  Georgia  (the
"Company")  was organized in August, 1989 to serve as  a  holding
company  for  a  proposed de novo bank, Community National  Bank,
Ashburn, Georgia (the "Bank").  The Bank was chartered by and  is
currently  regulated  by  the Office of the  Comptroller  of  the
Currency ("OCC") and its deposits are each insured up to $100,000
by  the Federal Deposit Insurance Corporation.  The Bank has  two
offices  in Ashburn, Georgia and one office in Cordele,  Georgia.
Two  other  offices, one in St. Marys, Georgia and the  other  in
Cordele,  Georgia were approved by the OCC to operate as branches
of the Bank.

      During 1998, the Company issued and sold 400,000 shares  of
its  common  stock  at  $10.00 per share.   The  public  offering
yielded  approximately  $3,954,000, the substantial  majority  of
which will be utilized for expansion.

Note 2 - Summary of Significant Accounting Policies

       Basis   of   Presentation  and   Reclassification.     The
consolidated  financial statements include the  accounts  of  the
Company and the Bank.  All significant intercompany accounts  and
transactions  have  been  eliminated in  consolidation.   Certain
prior  year  amounts have been reclassified  to  conform  to  the
current year presentation.  Such reclassifications had no  impact
on net income or shareholders' equity.

      Basis of Accounting.  The accounting and reporting policies
of   the   Company  conform  to  generally  accepted   accounting
principles  and to general practices in the banking industry.  In
preparing  the  financial statements, management is  required  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities as of the date of the balance sheet and
revenues  and  expenses  for the period.   Actual  results  could
differ  significantly from those estimates.   Material  estimates
that  are particularly susceptible to significant change  in  the
near  term relate to the determination of the allowance for  loan
losses  and  the valuation of real estate acquired in  connection
with foreclosures or in satisfaction of loans.

      Investment  Securities.  The Company adopted  Statement  of
Financial  Accounting Standards No. 115, "Accounting for  Certain
Investment  in  Debt  and  Equity Securities"   ("SFAS  115")  on
January  1,  1994.  SFAS 115 requires investments in  equity  and
debt securities to be classified into three categories:

     1.   Held-to-maturity securities.  These are securities which the
       Company has the ability and intent to hold until maturity.  These
       securities are stated at cost, adjusted for amortization of
       premiums and the accretion of discounts.  As of December 31, 1998
       and 1997, the Company had no securities in this category.
     
     2.   Trading securities.  These are securities which are bought
       and held principally for the purpose of selling in the near
       future.  Trading securities are reported at fair market value,
       and related unrealized gains and losses are recognized in the
       income statement.  As of December 31, 1998 and 1997, the Company
       had no securities in this category.

     3.   Available-for-sale securities.  These are securities which
       are not classified as either held-to-maturity or as trading
       securities.  These securities are reported at fair market value.
       Unrealized gains and losses are reported, net of tax, as separate
       components of shareholders' equity.  Unrealized gains and losses
       are excluded from the income statement.

           A  decline  below  cost  in  the  fair  value  of  any
available-for-sale or held-to-maturity security  that  is  deemed
other  than  temporary, results in a charge  to  income  and  the
establishment of a new cost basis for the security.
     
     Purchase premiums and discounts on investment securities are
amortized  and accreted to interest income using the level  yield
method  on  the outstanding principal balances.  In  establishing
the  accretion  of  discounts and amortization of  premiums,  the
Company  utilizes market based prepayment assumptions.   Interest
and  dividend income are recognized when earned.  Realized  gains
and  losses  for securities sold are included in income  and  are
derived  using the specific identification method for determining
the costs of securities sold.
     
     Loans,  Interest and Fee Income on Loans.  Loans are  stated
at   the   principal  balance  outstanding.   Unearned  discount,
unamortized loan fees and the allowance for possible loan  losses
are  deducted  from  total loans in the statement  of  condition.
Interest income is recognized over the term of the loan based  on
the  principal amount outstanding.  Points on real  estate  loans
are  taken  into income to the extent they represent  the  direct
cost  of initiating a loan.  The amount in excess of direct costs
is deferred and amortized over the expected life of the loan.
     
     Accrual  of  interest on loans is discontinued  either  when
reasonable  doubt exists as to the full or timely  collection  of
interest  or principal or when a loan becomes contractually  past
due  by  90  days or more with respect to interest or  principal.
When  a  loan  is  placed  on non-accrual  status,  all  interest
previously accrued but not collected is reversed against  current
period  interest income.  Income on such loans is then recognized
only  to  the extent that cash is received and where  the  future
collection  of  principal  is probable.  Loans  are  returned  to
accruing  status  only when they are brought fully  current  with
respect  to  interest and principal and when, in the judgment  of
management, the loans are estimated to be fully collectible as to
both principal and interest.

     The   Company  adopted  the  provisions  of  SFAS  No.  114,
"Accounting by Creditors for Impairment of a Loan," as amended by
SFAS  No.  118,  "Accounting for Impairment of a  Loan  -  Income
Recognition  and  Disclosure."  These standards require  impaired
loans  to  be  measured based on the present  value  of  expected
future cash flows discounted at the loan's original effective
interest rate, or at the loan's observable market price,  or  the
fair   value  of  the  collateral  if  the  loan  is   collateral
dependent.  A loan is considered impaired when, based on  current
information and events, it is probable that the Company  will  be
unable  to  collect all amounts due according to the  contractual
terms  of  the  note agreement.  Cash receipts on impaired  loans
which are accruing interest are applied to principal and interest
under the contractual terms of the loan agreement.  Cash receipts
on  impaired  loans  for which the accrual of interest  has  been
discontinued are applied to reduce the principal amount  of  such
loans  until the principal has been recovered and are  recognized
as interest income thereafter.

      Allowance for Loan Losses.   The allowance for loan  losses
is  established  through provisions charged to operations.   Such
provisions  are  based  on management's evaluation  of  the  loan
portfolio  under  current  economic conditions,  past  loan  loss
experience,  adequacy of underlying collateral,  changes  in  the
nature  and  volume  of the loan portfolio,  review  of  specific
problem  loans  and  such  other factors which,  in  management's
judgment,  deserve recognition in estimating loan losses.   Loans
are  charged off when, in the opinion of management,  such  loans
are  deemed to be uncollectible.  Subsequent recoveries are added
to the allowance.

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

      Property and Equipment.  Building, furniture, equipment and
leasehold  improvements are stated at cost,  net  of  accumulated
depreciation.   Depreciation is computed using the straight  line
method  over  the  estimated useful lives of the related  assets.
Maintenance  and repairs are charged to operations,  while  major
improvements  are capitalized.  Upon retirement,  sale  or  other
disposition  of property and equipment, the cost and  accumulated
depreciation are eliminated from the accounts, and gain  or  loss
is included in income from operations.

     Other  Real  Estate.  Other real estate represents  property
acquired through foreclosure or in satisfaction of loans.   Other
real  estate is carried at the lower  of:  (i) cost; or (ii) fair
value less estimated selling costs.  Fair value is determined  on
the  basis  of  current appraisals, comparable  sales  and  other
estimates of value obtained principally from independent sources.
Any  excess  of  the loan balance at the time of  foreclosure  or
acceptance  in satisfaction of loans over the fair value  of  the
real  estate  held as collateral is treated as a  loan  loss  and
charged  against the allowance for loan losses.  Gain or loss  on
sale  and any subsequent adjustments to reflect changes  in  fair
value  and  selling costs are recorded as a component of  income.
Costs of improvements to other real estate are capitalized, while
costs  associated with holding other real estate are  charged  to
operations.  As of December 31, 1998 and 1997, other real  estate
amounted to $650,000 and zero, respectively.

      Income  Taxes.  Income tax expense consists of current  and
deferred taxes.   Current income tax provisions approximate taxes
to  be  paid  or refunded for the applicable year.  Deferred  tax
assets   and   liabilities  are  recognized  on   the   temporary
differences  between  the  bases of  assets  and  liabilities  as
measured by tax laws and their bases as reported in the financial
statements.   Deferred tax expense or benefit is then  recognized
for  the  change  in  deferred tax assets or liabilities  between
periods.

     Recognition of deferred tax balance sheet amounts  is  based
on  management's belief that it is more likely than not that  the
tax  benefit  associated with certain temporary differences,  tax
operating  loss carryforwards, and tax credits will be  realized.
A  valuation allowance is recorded for those deferred  tax  items
for  which it is more likely than not that realization  will  not
occur.

      Profit  Sharing.  The Company has a noncontributory  profit
sharing  plan  that  covers all eligible employees.   The  annual
contribution to the plan is determined by the Board of Directors.
Such  contribution cannot exceed amounts allowable as a deduction
for federal income tax purposes.

      Restriction  on  Cash  and Due from  Banks.   The  Bank  is
required  to  maintain reserve funds in cash or on deposits  with
the  Federal  Reserve System.  The required reserves at  December
31,  1998  and  1997  were approximately $240,000  and  $199,000,
respectively.

     Statement  of  Cash Flows.  For purposes of  reporting  cash
flows,  cash  and cash equivalents include cash on hand,  amounts
due  from banks and federal funds sold.  Generally, federal funds
are purchased or sold for one day periods.

     Earnings  Per Share ("EPS").  The Company adopted  Statement
of  Financial Accounting Standards No. 128, "Earnings Per  Share"
("SFAS  128").  SFAS 128 establishes standards for computing  and
presenting  EPS.   Because  the Company  has  a  complex  capital
structure,  it is required to report:  (i) basic EPS;   and  (ii)
diluted  EPS.   Basic  EPS is defined as the amount  of  earnings
available  to each share of common stock outstanding  during  the
reporting  period.   Diluted EPS is  defined  as  the  amount  of
earnings  available  to  each share of common  stock  outstanding
during  the  reporting period and to each share that  would  have
been  outstanding assuming the issuance of common stock  for  all
dilutive  potential common stock outstanding during the reporting
period.

     Basic EPS is computed by dividing income available to common
shareholders  by  the weighted-average number  of  common  shares
outstanding during the period.  Diluted EPS is computed  assuming
the conversion of all warrants and options.
     
     For  the year ended December 31, 1998, basic EPS and diluted
EPS were computed as follows :

                            Basic EPS                   Diluted EPS
                      Numerator   Denominator      Numerator   Denominator
                      ---------   -----------      ---------   -----------   
Net income           $1,207,482                  $1,207,482
Weighted average 
  shares                          1,211,976                    1,211,976
Options, warrants                                                202,868
                     ----------   ---------      ----------    ---------
   Totals            $1,207,482   1,211,976      $1,207,482    1,414,844
                     ==========   =========      ==========    =========

EPS                           $1.00                         $.85
                              =====                         ====
     
     For  the year ended December 31, 1997, basic EPS and diluted
EPS were computed as follows:

                           Basic EPS                     Diluted EPS
                      Numerator   Denominator      Numerator   Denominator
                      ---------   -----------      ---------   -----------
Net in               $1,041,093                    $1,041,943
Weighted average     
  shares                          1,058,866                    1,058,866
Options, warrants                                                220,597
                     ----------   ---------        ----------  ---------
   Totals            $1,041,943   1,058,866        $1,041,943  1,279,463
                     ==========   =========        ==========  =========

EPS                          $.98                           $.81
                             ====                           ====     

     Recent  Accounting  Pronouncements.   Beginning  January  1,
1998,  the  Company  adopted  the provisions  of  SFAS  No.  131,
"Disclosures  About  Segments  of  an  Enterprise   and   Related
Information,"  which is effective for annual and interim  periods
beginning  after  December 15, 1997.  This Statement  establishes
standards  for the method that public entities are  to  use  when
reporting   information  about  operating  segments   in   annual
financial  statements and requires that those enterprise  reports
be  issued  to  shareholders,  beginning  with  annual  financial
statements   in  1998  and  for  interim  and  annual   financial
statements  thereafter.  SFAS 131 also established standards  for
related disclosures about products and services, geographic areas
and major customers.

      SFAS  132, "Employers' Disclosures About Pensions and Other
Postretirement   Benefits"  revises  and   standardizes   certain
disclosures  which  were required under  SFAS  87,  88  and  106.
Generally, the new Statement uses a separate but parallel format,
eliminates  less  useful  information, requires  additional  data
deemed  useful  by  analysts,  and  allows  some  aggregation  of
presentation.   This Statement was adopted by the Company  during
1998.

        SFAS  133,  "Accounting  for Derivative  Instruments  and
Hedging Activities" was issued in June, 1998 and is effective for
all  calendar-year  entities beginning in  January,  2000.   This
Statement  applies  to  all  entities  and  requires   that   all
derivatives be recognized as assets or liabilities in the balance
sheet,   at   fair  values.   Gains  and  losses  of   derivative
instruments  not designated as hedges will be recognized  in  the
income statement.  The Company has not made an assessment of  the
expected  impact  that  SFAS  133  will  have  on  its  financial
statements.

Note 3 - Federal Funds Sold

        The  Bank  is  required to maintain legal  cash  reserves
computed by applying prescribed percentages to its various  types
of  deposits.  When the Bank's cash reserves are in excess of the
required amount, the Bank may lend the excess to other banks on a
daily  basis.   At  December 31, 1998 and  1997,  the  Bank  sold
$15,850,000 and $2,250,000, respectively, to other banks  through
the federal funds market.

Note 4 - Securities Available-for-Sale

        The  amortized  costs  and  estimated  market  values  of
securities available-for-sale as of December 31, 1998 follow:
                                         Gross
                     Amortized        Unrealized       Estimated
Description            Costs     Gains        Losses  Market Values
-----------          ---------   -------------------  -------------
U.S. Agency 
  securities      $  5,487,337   $ 39,825  $   (430)  $   5,526,732
FRB & FHLB stock       373,600       -  -      -  -         373,600
Municipal 
 securities          2,109,971     26,058        (4)      2,136,025
                  ------------   --------  ---------  -------------
 Total securities $  7,970,908   $ 65,883  $   (434)  $   8,036,357
                  ============   ========  =========  =============

     The   amortized  costs  and  estimated  market   values   of
securities available-for-sale as of December 31, 1997 follow:

                                        Gross
                     Amortized        Unrealized        Estimated
Description            Costs     Gains        Losses  Market Values
-----------          ---------   -------------------  -------------
U.S. Agency 
 securities        $ 5,484,327   $  7,92    $(11,746) $   5,480,504
FRB & FHLB stock       330,400      -  -        -  -        330,400
Municipal 
 securities          1,167,580    20,701        (614)     1,187,667
Mortgage  backed  
 securities              19,33      -  -        -  -         19,338
CDs at other banks      60,000      -  -        -  -         60,000
                   -----------  --------    --------   ------------
  Total securities $ 7,061,645  $ 28,624    $(12,360)  $  7,077,909
                   ===========  ========    ========   ============
                                
      All  national banks are required to hold FRB stock and  all
members  of the Federal Home Loan Bank are required to hold  FHLB
stock.  No ready market exists for either stock and neither stock
has  a quoted market value.  Accordingly, both FRB stock and FHLB
stock are reported at cost.

     The   amortized  costs  and  estimated  market   values   of
securities   available-for-sale  at  December   31,   1998,    by
contractual  maturity ,  are  shown  in   the  following   chart.
Expected   maturities  may  differ  from  contractual  maturities
because  issuers may have the right to call or prepay obligations
with or without call or prepayment penalties.
     
                                         Amortized       Estimated
                                           Costs       Market Values
                                        ----------     -------------
     Due in one year or less            $  -  -         $  -  -
     Due after one through five years    5,239,181       5,287,300
     Due after five through ten years    1,788,197       1,805,531
     Due after ten years                   569,930         569,926
     FRB and FHLB stock (no maturity)      373,600         373,600
                                        ----------      ----------
         Total securities               $7,970,908      $8,036,357
                                        ==========      ==========

      For  the  year ended December 31, 1998, no securities  were
sold  by  the Company.  Proceeds from sales of securities  during
1997  were $496,626.  Net gains of $4,773 were realized on  those
sales.

      As of December 31, 1998, an aggregate amount of $3,705,000,
consisting  of  total  or  portions of  twelve  securities,  were
pledged  as collateral for public funds deposits.  As of December
31,  1997, an aggregate amount of $2,750,000, consisting of total
or  portions of seven securities, were pledged as collateral  for
public funds deposits.

Note 5 - Loans
                                
     The composition of net loans by major loan category, as of
December 31, 1998 and 1997, follows:
                                                        December 31,
                                                    1998          1997
                                                    ----          ----
  Commercial, financial, agricultural        $  67,929,551  $  56,442,799
  Real estate - construction                       652,185        188,759
  Real estate - mortgage                        14,190,655     13,049,306
  Installment                                    7,346,848      7,676,118
                                             -------------  -------------
  Loans, gross                               $  90,119,239  $  77,356,982
  Deduct:
   Allowance for loan losses                    (1,824,179)    (1,565,923)
                                             -------------  -------------
   Loans, net                                $  88,295,060  $  75,791,059
                                             =============  =============

      The Company had no loans which it considered to be impaired
other  than the loans on which the accrual of interest  had  been
discontinued  or  loans that are over 90 days  past  due.   Total
recorded investment in impaired loans was $190,476 and $16,600 at
December  31,  1998  and  1997, respectively.   These  loans  had
related  allowances for loan losses of approximately $28,500  and
$2,500  at December 31, 1998 and 1997, respectively.  The average
recorded  investment in impaired loans during 1998 and  1997  was
approximately   $263,411   and   $211,520,   respectively.     No
significant amount of interest income was recognized on  impaired
loans in 1998 or 1997.

Note 6 - Allowance for Possible Loan Losses

      The  allowance  for  possible loan losses  is  a  valuation
reserve  available  to  absorb  future  loan  charge-offs.    The
allowance   is  increased  by  provisions  charged  to  operating
expenses and by recoveries of loans which were previously written-
off.   The allowance is decreased by the aggregate loan balances,
if any, which were deemed uncollectible during the year.

     Activity  within the allowance for loan losses  account  for
the years ended December 31, 1998 and 1997 follows:
                                              Years ended December 31,
                                              1998              1997
                                              ----              ----
  Balance, beginning of year               $1,565,923        $1,200,398
  Add:  Provision for loan losses             720,000           735,300
  Add:  Recoveries of previously charged
           off amounts                        110,033           106,337
                                           ----------        ----------
     Total                                 $2,395,956        $2,042,035
  Deduct:   Amount charged-off               (571,777)         (476,112)
                                           ----------        ----------
  Balance, end of year                     $1,824,179        $1,565,923
                                           ==========        ==========

Note 7 - Property and Equipment

      Building,  furniture, equipment, land and land improvements
are stated at cost less accumulated depreciation.  Components  of
property  and  equipment  included in  the  consolidated  balance
sheets at December 31, 1998 and 1997 follow:

                                              December 31,
                                        ------------------------
                                            1998        1997
                                            ----        ----
     Land                               $  792,499  $  155,018
     Land improvements                        -  -      43,111
     Leasehold improvements                166,500     166,500
     Building                            1,387,699     939,338
     Furniture and equipment               922,458     851,461
                                        ----------  ----------
        Property and equipment, gross   $3,269,156  $2,155,428
     Deduct:
         Accumulated depreciation         (862,618)   (831,552)
                                        ----------  ----------
         Property and equipment, net    $2,406,538  $1,323,876
                                        ==========  ==========

      Depreciation expense for the years ended December 31,  1998
and   1997  amounted  to  $181,650  and  $130,746,  respectively.
Depreciation  is charged to operations over the estimated  useful
lives  of the assets.  The estimated useful lives and methods  of
depreciation for the principal items follow:

  Type of Asset            Life in Years       Depreciation Method
  -------------            -------------       -------------------
  Furniture and equipment      1 to 7             Straight-line
  Buildings                    32, 39             Straight-line
  Leasehold improvements         5                Straight-line
                                
Note 8 - Commitments and Contingencies

      Please  refer  to Note 14 concerning warrants  and  options
earned by directors and executive officers.

      Please  refer  to Note 16 concerning financial  instruments
with off-balance sheet risk.

      The  Bank  entered  into a five-year operating  lease  with
respect  to  its  branch  located  in  Cordele,  Georgia.    Upon
expiration, on September 19, 2002, the lease is renewable for two
successive  five-year  periods.  The approximate  future  minimum
rental  commitments for the above lease as of December  31,  1998
are show below:

                    Calendar Year        Amount
                    -------------        ------
                       1999            $  25,000
                       2000               25,000
                       2001               25,000
                       2002               18,500
                                       ---------
                        Total          $  93,500
                                       =========

Note 9 - Deposits

      The following details deposit accounts at December 31, 1998
and 1997:

                                                December 31,
                                         ---------------------------
                                             1998          1997
                                             ----          ----
      Non-interest bearing deposits      $10,478,489    $7,488,707
      Interest bearing deposits:
         NOW accounts                      7,721,624     6,585,459
         Money market accounts             4,974,496     4,456,079
         Savings                           1,089,769     1,259,557
         Time, less than $100,000         59,458,351    48,487,604
         Time, $100,000 and over          24,658,851    15,564,753
                                          ----------    ----------
            Total deposits              $108,381,580  $ 83,842,159
                                        ============  ============

Note 10 - Shareholders' Equity
     
     On  September 25, 1997 the Company's Board declared a three-
for-one stock split, in the form of a 200% stock dividend, to all
shareholders of record as of October 1, 1997.  The par value  per
share  was  reduced  from $5.00 per share to zero.   The  Company
currently  has  10.0  million shares  authorized:  1,518,871  and
1,054,251  shares  outstanding at December  31,  1998  and  1997,
respectively.   There  are 251,502 warrants  and  52,800  options
outstanding at December 31, 1998.  Each warrant and/or option can
be  converted into one share of the Company's common  stock  upon
surrender and payment of $3.33.

Note 11 - Interest on Deposits and Borrowings

     A summary of interest expense for the years ended December
31, 1998 and 1997 follows:

                                                    December 31,
                                         -------------------------------
                                               1998           1997
                                               ----           ----
     Interest on NOW accounts              $  218,084     $  211,537
     Interest on money market accounts        166,790        153,630
     Interest on savings accounts              41,748         41,575
     Interest on CDs under $100,000         3,440,968      2,658,701
     Interest on CDs $100,000 and over      1,130,956        899,281
     Interest on federal funds purchased       11,979            679
     Interest, other borrowings                  -  -            226
                                           ----------     ----------
       Total interest on deposits and 
            borrowings                     $5,010,525     $3,965,629
                                           ==========     ==========

Note 12 - Other Operating Expenses

     A summary of other operating expenses for the years ended
December 31, 1998 and 1997 follows:

                                                   December 31,
                                         -------------------------------
                                              1998              1997
                                              ----              ----
     Stationary and supplies              $   88,963        $   68,050
     Regulatory fees                          56,791            50,058
     Courier & postage                        58,341            39,258
     Advertising & business development      105,728            85,831
     Utilities and telephone                  69,787            47,834
     Directors' fees                          88,450            90,700
     Taxes and licenses                       64,103            60,309
     St. Marys expense                       178,950              -  -
     All other operating expenses            263,052           172,236
                                          ----------        ----------
        Total other operating expenses    $  974,165        $  614,276
                                          ==========        ==========

Note 13 - Income Taxes

      As  of  December 31, 1998 and 1997, the Company's provision
for income taxes consisted of the following:

                                                       December 31,
                                             ------------------------------
                                                 1998             1997
                                                 ----             ----
     Current                                 $  684,787       $  735,153
     Deferred                                    87,807           99,839
                                             ----------       ----------
     Federal income tax expense              $  772,594       $  834,992
                                             ==========       ==========

Deferred income taxes consist of the following:
                                                1998              1997
                                                ----              ----
     Provision for loan losses               $   87,807       $  124,278
     Other real estate                             -  -          (30,600)
     Other                                         -  -            6,161
                                             ----------       ----------
        Total                                $   87,807       $   99,839
                                             ==========       ==========

      The  Company's provision for income taxes differs from  the
amounts  computed  by applying the federal income  tax  statutory
rates to income before income taxes.  A reconciliation of federal
statutory  income  taxes  to  the  Company's  actual  income  tax
provision follows:

                                              Years ended December 31,
                                        ----------------------------------
                                             1998                  1997
                                             ----                  ----
     Income taxes at statutory rate     $  673,226             $  638,160
     State tax, net of Federal benefits     22,880                 80,011
     Change in valuation allowance          87,807                124,278
     Other                                 (11,319)                (7,457)
                                        ----------             ----------
        Total                           $  772,594             $  834,992
                                        ==========             ==========

     The  tax  effects of the temporary differences that comprise
the  net  deferred tax assets at December 31, 1998 and  1997  are
presented below:

                                           1998         1997
Deferred tax assets:                       ----         ----
       Allowance for loan losses        $  574,950  $  487,143
       Unrealized gain, securities         (22,253)     (5,530)
       Deferred asset, depreciation          1,113       3,278
       Valuation reserve                  (552,861)   (465,054)
                                        ----------   ---------
           Net deferred tax asset       $      949  $   19,837
                                        ==========  ==========

      There  was  a net change in the valuation allowance  during
1998  and  1997.  In assessing the realizability of deferred  tax
assets,  management considers whether it is more likely than  not
that  some portion or all of the deferred tax assets will not  be
realized.   The  ultimate realization of deferred tax  assets  is
dependent  upon  the generation of future taxable  income  during
the   periods   in  which  those  temporary  differences   become
deductible.   Management  considers  the  scheduled  reversal  of
deferred tax liabilities, projected future taxable income and tax
planning  strategies in making this assessment.  Based  upon  the
level  of  historical  taxable income and projection  for  future
taxable  income over the periods which the temporary  differences
resulting  in the deferred tax assets are deductible,  management
believes it is more likely than not that the Company will realize
the benefits of those deductible differences, net of the existing
valuation allowance at December 31, 1998.

Note 14 - Related Party Transactions

      Stock  Warrants  and  Options.   In  consideration  of  the
directors' financial risks and efforts in organizing the  Company
and  the  Bank,  each  director was offered  the  opportunity  to
purchase  investment  units  consisting  of  one  share  of   the
Company's common stock and a warrant to purchase one share of the
Company's  common  stock.  Each warrant entitles  its  holder  to
purchase the Company's common stock at a price of $3.33 per share
at  any  time during the warrant's term of ten years.   Directors
were   issued  293,250  non-transferable  warrants   during   the
Company's initial offering, and as of December 31, 1998 and 1997,
there   remained   251,502  and  289,002  outstanding   warrants,
respectively.

      The former president and current president each have earned
options  to  purchase 42,240 and 31,680 shares of  the  Company's
common  stock,  respectively.  The options  are  excercisable  at
$3.33  per  share and mature at the end of seven years  from  the
date  of grant.  As of December 31, 1998 and 1997, there remained
52,800 and 73,920 outstanding options, respectively.

     Borrowings and Deposits by Directors and Executive Officers.
Certain  directors, executive officers and companies  with  which
they   are   affiliated,  are  customers  of  and  have   banking
transactions  with the Bank in the ordinary course  of  business.
As of December 31, 1998 and 1997, loans outstanding to directors,
their   related  interests  and  executive  officers   aggregated
$3,413,215 and $3,191,232, respectively.  These loans  were  made
on  substantially  the same terms, including interest  rates  and
collateral, as those prevailing at the time for comparable  arms-
length transactions.

      A  summary  of loan transactions with directors,  including
their  affiliates, and executive officers during  1998  and  1997
follows:

                                           1998         1997
                                           ----         ----
     Balance, beginning of year         $3,191,232  $1,579,651
        New loans                        1,914,320   2,218,615
        Less:   loan payments           (1,692,337)   (607,034)
                                        ----------  ----------
        Balance, end of year            $3,413,215  $3,191,232
                                        ==========  ==========

      Deposits  by  directors  and their  related  interests,  at
December   31,  1998  and  1997,  approximated   $3,123,604   and
$3,464,115, respectively.

     Total directors' fees aggregated $88,450 in 1998 and $90,700
in 1997.

Note 15 - Employee Benefit Plan

      A  profit sharing plan (the "Plan") was established by  the
Bank  to  provide  for participation in profits by  employees  or
their  beneficiaries.  The Plan has a pre-determined formula  for
allocating  contributions among participants and for distributing
funds upon the occurrence of certain events.  For the years ended
December  31,  1998 and 1997, the Bank contributed  $119,350  and
$109,247, respectively, to the Plan.

Note 16 - Financial Instruments with Off-Balance Sheet Risk

      In  the  ordinary  course  of business,  and  to  meet  the
financing  needs  of its customers, the Company  is  a  party  to
various financial instruments with off-balance sheet risk.  These
financial instruments, which include commitments to extend credit
and  standby  letters  of credit, involve,  to  varying  degrees,
elements  of  credit  and interest rate risk  in  excess  of  the
amounts recognized in the balance sheets.  The contract amount of
those  instruments reflects 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 to the financial instrument for
commitments  to extend credit and standby letters  of  credit  is
represented by the contractual amounts of those instruments.  The
Company  uses the same credit policies in making commitments  and
conditional   obligations  as  it  does  for   on-balance   sheet
instruments.

      Commitments to extend credit are agreements to  lend  to  a
customer  as  long  as  there  is no violation  of  any  material
condition  established  in the contract.   Commitments  generally
have fixed expiration dates or other termination clauses and  may
require  the  payment of a fee.  At December 31, 1998  and  1997,
unfunded  commitments  to  extend  credit  were  $7,184,960   and
$5,955,959, respectively.  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
of  the  borrower.   Collateral varies, but may include  accounts
receivable,  inventory,  property,  plant  and  equipment,   farm
products, livestock and income producing commercial properties.

      At December 31, 1998 and 1997, commitments under letters of
credit    aggregated   approximately   $639,000   and   $235,000,
respectively.   The  credit risk involved in issuing  letters  of
credit is essentially the same as that involved in extending loan
facilities  to  customers.  Collateral  varies  but  may  include
accounts  receivable, inventory, equipment, marketable securities
and  property.  Since most of the letters of credit are  expected
to  expire  without  being drawn upon, they  do  not  necessarily
represent future cash requirements.

      The Company makes commercial, agricultural, real estate and
consumer  loans  to  individuals and businesses  located  in  and
around Turner County and Crisp County, Georgia.  The Company does
not  have  a  significant concentration of credit risk  with  any
individual  borrower.   However, a  substantial  portion  of  the
Company's loan portfolio is collateralized by real estate (mainly
farmland) located in and around Turner County, Georgia and  Crisp
County, Georgia.

Note 17 - Fair Value of Financial Instruments

      The  following  methods and assumptions were  used  by  the
Company  in  estimating its fair value disclosures for  financial
instruments.   In  cases  where  quoted  market  prices  are  not
available,  fair  values are based on estimates using  discounted
cash  flow methods.  Those methods are significantly affected  by
the  assumptions used, including the discount rates and estimates
of  future  cash flows.  In that regard, the derived  fair  value
estimates  cannot be substantiated by comparison  to  independent
markets  and,  in many cases, could not be realized in  immediate
settlement of the instrument.  The use of different methodologies
may  have  a  material effect on the estimated fair market  value
accounts.   Also, the fair value estimates presented  herein  are
based  on  pertinent information available to  management  as  of
December  31,  1998.   Such amounts have not  been  revalued  for
purposes  of  these financial statements since those  dates  and,
therefore,   current   estimates  of  fair   value   may   differ
significantly from the amounts presented herein.

      The  following methods and assumptions were  used   by  the
Company  in  estimating fair values of financial  instruments  as
disclosed herein:

     Cash  and  Due  from Banks, Interest-Bearing  Deposits  with
Banks  and Federal Funds Sold.  The carrying amounts of cash  and
due from banks, interest-bearing deposits with banks, and Federal
funds sold approximate their fair value.
     
     Available  for  Sale and Held to Maturity Securities.   Fair
values for securities are based on quoted market prices.
     
     Loans.  For variable-rate loans that reprice frequently  and
have  no significant change in credit risk, fair values are based
on  carrying  values.   For  other loans,  the  fair  values  are
estimated  using  discounted cash flow  methods,  using  interest
rates  currently  being offered for loans with similar  terms  to
borrowers  of  similar credit quality.  Fair values for  impaired
loans  are  estimated  using  discounted  cash  flow  methods  or
underlying collateral values.
     
     Deposits.   The  carrying  amounts of  demand  deposits  and
savings deposits approximate their fair values.  Fair values  for
certificates of deposit are estimated using discounted cash  flow
methods,   using  interest  rates  currently  being  offered   on
certificates.
     
     Off-Balance Sheet Instruments.  Fair values of the Company's
off-balance sheet financial instruments are based on fees charged
to enter into similar agreements.  However, commitments to extend
credit  and  standby  letters  of  credit  do  not  represent   a
significant  value  to  the Company until  such  commitments  are
funded.  The Company has determined that these instruments do not
have  a  distinguishable fair value and no fair  value  has  been
assigned.
     
     The estimated fair values of the Company's financial
instruments were as follows:

                                            December 31, 1998
                                       --------------------------
                                         Carrying         Fair
Financial assets:                        --------         ----
  Cash and due from banks              $3,397,203     $3,397,203
  Securities, available for sale        8,036,357      8,036,357
  Loans                                88,295,060     88,157,918

Financial liabilities:
  Deposits                            108,381,580    108,453,654

Note 18 - Regulatory Matters

      The  Company and the Bank are subject to various regulatory
capital  requirements administered by federal  banking  agencies.
Failure to meet minimum capital requirements can initiate certain
mandatory  and  possibly  additional  discretionary  actions   by
regulators  that,  if undertaken, could have  a  direct  material
effect  on  the  Company's financial statements.   Under  capital
adequacy  guidelines  and  the regulatory  framework  for  prompt
corrective  action, the Company and the Bank must  meet  specific
capital  guidelines  that involve quantitative  measures  of  the
Company's assets, liabilities and certain off-balance-sheet items
as calculated under regulatory accounting practices.  The capital
amounts  and  classification  are  also  subject  to  qualitative
judgments by the regulators about components, risk weighting  and
other factors.

      Qualitative  measures established by regulation  to  ensure
capital  adequacy  require the Company and the Bank  to  maintain
minimum  amounts  and ratios (set forth in the  table  below)  of
total and Tier 1 capital (as defined in the regulations) to risk-
weighted  assets (as defined), and of Tier 1 capital  to  average
assets  (as  defined).  Management believes, as of  December  31,
1998,  that  the  Company and the Bank meet all capital  adequacy
requirements to which they are subject.

      As of  December 31, 1998, the most recent notification from
the  Office  of  the Comptroller of the Currency categorized  the
Bank  as  Well  Capitalized.   To be  categorized  as  Adequately
Capitalized  or Well Capitalized, the Bank must maintain  minimum
total risk based, Tier 1 risk-based and Tier 1 leverage ratios as
set  forth in the table below.  There are no conditions or events
since that notification that management believes have changed the
Company's  capital  category.  The  actual  capital  amounts  and
ratios are also presented in the table below.
                                
                      Minimum Regulatory Capital Guidelines for Banks
                      -----------------------------------------------
                                        Adequately            Well
(Dollars in thousands      Actual       Capitalized        Capitalized
                     ---------------  ----------------   -----------------
                     Amount    Ratio  Amount     Ratio   Amount      Ratio
As of December 31, 
  1998:
Total capital-
risk-based (to risk-
weighted assets):
   Bank            $  9,807   10.8%   $7,222  >   8%     $9,028  >   10%
                                              -                  -
   Consolidated      13,607   15.1%    7,224  >   8%       N/A       N/A
                                              -       
Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank            $  8,678    9.6%   $3,611  >   4%     $5,417  >    6%
                                              -                  -
   Consolidated      12,478   13.8%    3,612  >   4%      N/A        N/A
                                              -
Tier 1 capital-leverage
(to average assets):
   Bank            $  8,678    8.3%   $4,192  >   4%     $5,240  >    5%
                                              -                  -
   Consolidated      12,478   11.9%    4,193  >   4%       N/A       N/A
                                              -

                              Minimum Regulatory Capital Guidelines for Banks
                              -----------------------------------------------
                                            Adequately               Well
(Dollars in thousands)    Actual            Capitalized           Capitalized
                      Amount    Ratio    Amount     Ratio   Amount      Ratio
                      ---------------    ----------------   -----------------
As of December 31, 1997:
Total capital-risk-based
(to risk-weighted assets):
   Bank               $8,031    10.9%    $5,894  >   8%     $7,368   >    10%
                                                 -                   -
   Consolidated        8,097    11.0%     5,889  >   8%       N/A         N/A
                                                 -
Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank               $7,103     9.6%    $2,960  >   4%     $4,439   >     6%
                                                 -                   -
   Consolidated        7,167     9.7%     2,955  >   4%      N/A          N/A 
                                                 -
Tier 1 capital-leverage
(to average assets):
   Bank               $7,103     8.1%    $3,508  >   4%     $4,385   >     5%
                                                 -                   -
   Consolidated        7,167     8.1%     3,539  >   4%       N/A         N/A
                                                 -
Note 19 - Dividends

      The primary source of funds available to the Company to pay
shareholder dividends and other expenses is from the Bank.   Bank
regulatory  authorities impose restrictions  on  the  amounts  of
dividends that may be declared by the Bank.  Further restrictions
could  result  from  a review by regulatory  authorities  of  the
Bank's capital adequacy.  During 1998 and 1997, dividends paid by
the Company to its shareholders amounted to $105,426 and $98,957,
respectively.  On a per share basis, the above dividends amounted
to $.10 for 1998 and $.093 for 1997.

Note 20 - Parent Company Financial Information

      This  information  should be read in conjunction  with  the
other notes to the consolidated financial statements.

                  Parent Company Balance Sheet
                  ----------------------------

                                               December 31,
                                        -------------------------
Assets:                                     1998        1997
-------                                     ----        ----
Cash                                    $3,614,210  $      117
Accounts receivable                        125,446      21,000
Investment in CDs                          102,000      60,000
Investment in the Bank                   8,720,838   7,113,719
                                       -----------  ----------
   Total Assets                        $12,562,494  $7,194,836
                                       ===========  ==========

Liabilities and Shareholders' Equity:
-------------------------------------
Income taxes payable                    $     -  -  $    4,664
Other liabilities                           41,000      12,500
                                        ----------  ----------
   Total Liabilities                    $   41,000  $   17,164
                                        ----------  ----------
Common stock                            $7,649,291  $3,479,988
Treasury stock                                -  -     (40,000)
Retained earnings                        4,829,006   3,726,950
Unrealized gain on securities               43,197      10,734
                                       -----------  ----------
   Total Shareholders' equity          $12,521,494  $7,177,672
   Total Liabilities and               -----------  ----------
     Shareholders' equity              $12,562,494  $7,194,836
                                       ===========  ==========
                                

                  Parent Company Statements of Income
                  -----------------------------------

                                        Years Ended December 31,
                                        ------------------------
Revenues:                                   1998        1997
---------                                   ----        ----
  Interest income                       $   76,414  $    5,352
  Dividends from Bank                      175,000     185,000
                                        ----------  ----------
     Total revenues                     $  251,414  $  190,352
                                        ==========  ==========

Expenses:
---------
  Salaries and benefits                 $   60,184  $    -  -
  Professional fees                        131,561      61,013
  Other expenses                            16,250      11,471
                                        ----------  ----------
     Total expenses                     $  207,995  $   72,484
                                        ----------  ----------

Income before taxes and equity in 
  undistributed earnings in Bank        $   43,419  $  117,868
Tax (benefit)                              (89,406)    (21,000)
                                        ----------  ----------
Income before equity in undistributed 
 earnings in Bank                       $  132,825  $  138,868
Equity in undistributed earnings 
 of Bank                                 1,074,657     903,075
                                         ---------  ----------
  Net Income                            $1,207,482  $1,041,943
                                        ==========  ==========
                                

             Parent Company Statements of Cash Flows
             ---------------------------------------

                                        Years Ended December 31,
                                       --------------------------
Cash flows from operating activities:      1998        1997
-------------------------------------      ----        ----
  Net income                           $1,207,482  $1,041,943
  Adjustments to reconcile net income 
     to net cash provided by operating 
     activities:
     Equity in undistributed earnings 
      of the Bank                      (1,074,657)   (903,075)
 (Increase) in receivables and other 
  assets                                 (104,446)     15,259
 Increase in payables                      23,837     (69,104)
                                        ---------   ---------
  Net cash provided by operating 
  activities                            $  52,216   $  85,023
                                        ---------   ---------

Cash flows from investing activities:
-------------------------------------
  Investment in Bank                    $(500,000)  $ -  -
  (Increase) in investments               (42,000)     40,000
Net cash provided by financing          ---------   ---------
activities                              $(542,000)  $  40,000
                                        ---------   ---------
Cash flows from financing activities:
-------------------------------------
  Exercise of warrants, options        $  195,400   $   -  -
  Sale of stock                         3,953,903       -  -
  Payment of cash dividends              (105,426)    (98,957)
  Sale/purchase of treasury stock          60,000     (40,000)
                                       ----------   ---------
Net cash used by financing activities  $4,103,877   $(138,957)
                                       ----------   ---------

Net increase in cash and cash 
  equivalents                          $3,614,093   $ (13,934)
Cash and cash equivalents, 
  beginning of the year                       117      14,051
                                       ----------   ---------
Cash and cash equivalents, 
  end of year                          $3,614,210   $     117
                                       ==========   =========
Note 21 - Subsequent Events

      Subsequent to December 31, 1998, and prior to the  date  of
this  report, the Company declared a dividend of $.10  per  share
for  each share of its common stock outstanding.  Any declaration
of  future dividends is within the Board of Directors' discretion
and   will  depend,  among  other  things,  on  general  business
conditions,  the  banking industry, the  Company's  earnings  and
capital needs and any applicable regulatory requirements.

                                
Item  8.    Changes  in  and Disagreements With  Accountants  and
Financial Disclosure.

      The  Registrant did not change accountants in 19971998  and
continues  to  use the independent accounting firm of  Francis  &
Company, CPAs.



                            PART III

Item 9.   Directors,  Executive Officers, Promoters  and  Control
          Persons;  Compliance with Section 16(a) of the Exchange
          Act.
          -------------------------------------------------------

          A.   Directors and Executive Officers.

      The  following table provides biographical information  for
each  director  and  executive officer of the Registrant.   Board
members  are  elected for a one-year term and serve  until  their
successors  are  elected  and  qualified.  Except  as   otherwise
indicated,  each  individual has been or was engaged  in  his/her
present  or last principal occupation, in the same or  a  similar
position, for more than five years.

                           Position with Company and
Name                  Age  Bank and Principal Occupation
--------------------- ---  ----------------------------------------------------
T. Brinson Brock, Sr.  42   Mr. Brock has been involved  in lending  to the 
                            agricultural sector for the past twenty years. 
                            He has served as Executive Vice  President  and 
                            Acting Chief Executive Officer of the Company 
                            since March 24, 1998, Secretary of the Company 
                            since November 1989, a  director of the Company 
                            since August 1989, President and Chief Executive 
                            Officer of  the Bank since March 24, 1998, and a 
                            director and Secretary  of  the  Bank since  
                            August  1990. Prior  to his promotion, Mr. Brock 
                            served as the Bank's Executive Vice President in 
                            charge of the Bank's lending, business and
                            professional development activities.  Mr. Brock  
                            raises beef cattle out of which he places  many 
                            FFA and 4H show calves for club members across 
                            the state. He also raises quarter and registered 
                            miniature horses which his children show and sell. 
                            He serves as Vice President of the Turner County
                            Cattlemen's Association.  He is an active member 
                            of Georgia Banker's Association Agricultural
                            Committee and is an instructor in various AIB
                            and  bank training programs. Mr. Brock  is  a
                            member  of  both the Turner and Crisp  County
                            Chambers of Commerce. He is a deacon, and  he
                            and his family are active members, of Ashburn
                            First Baptist Church.

Willis R. Collins      53   Mr. Collins has been a director of  the
                            Company  since August 1989 and  of  the  Bank
                            since August 1990.  Mr. Collins served  as  a
                            Commissioner  of Turner County, Georgia  from
                            1986 to 1993.  He organized Cotton Warehouse,
                            Inc. in 1988 and is a partner and manager  of
                            Arabi Gin Company.

Gene Stallings
    Crawford           70   Mr. Crawford has been a director of
                            the Company since August 1989 and of the Bank
                            since August 1990.  For over forty years  Mr.
                            Crawford   has  been  active  in   developing
                            Crawford  Cattle Company, a beef  and  feeder
                            cattle production business.

Benny Warren
    Denham             68   Mr. Denham has been a director  of
                            the Company since August 1989 and of the Bank
                            since  August 1990.  Mr. Denham is a co-owner
                            of Denham Farms and has operated this farming
                            business since 1951.  Mr. Denham has  been  a
                            director  of  Oglethorpe Power Company  since
                            1988.  Mr. Denham served as a Commissioner of
                            Turner County, Georgia from 1980 to 1990.

Lloyd Greer Ewing     54    Mr.  Ewing has been a director  of  the
                            Company  since August 1989 and  of  the  Bank
                            since  August  1990.  Mr. Ewing joined  Ewing
                            Buick, Pontiac, GMC Trucks, Inc. in sales  in
                            1973  and has held various positions  in  the
                            company.  He is now its President and General
                            Manager.  Mr. Ewing is a former member of the
                            Board  of Directors at First Federal  Savings
                            Bank of Turner County.

Ava Lovett            53    Ms.  Lovett has been Senior  Vice
                            President and Chief Financial Officer of  the
                            Bank since March 24, 1998, and Vice President
                            and  Cashier  of  the Bank  since  May  1990.
                            Previously,  Ms.  Lovett  served  in  various
                            management functions at several other Georgia
                            banks. Ms. Lovett also served for four  years
                            as  a  financial  examiner with  the  Georgia
                            Department  of Banking and Finance,  Atlanta,
                            Georgia  (District Office, Douglas, Georgia).
                            She    performed    safety   and    soundness
                            examinations of state chartered banks, credit
                            unions   and  bank  holding  companies.   Her
                            responsibilities  included examiner-in-charge
                            duties,  credit  analysis and detail  (audit)
                            functions.

Grady Elmer Moore     64    Mr.  Moore has been a director  of  the
                            Company  since August 1989 and  of  the  Bank
                            since August 1990.  Mr. Moore runs a row crop
                            operation,  G.M. Farms, Inc.,  which  he  has
                            pursued for the past thirty-five years.

Sara Ruth Raines      51    Mrs. Raines has been a director of  the
                            Company  since August 1989  and of  the  Bank
                            since  August  1990.   Until  recently,  Mrs.
                            Raines operated a department (clothing) store
                            in  Ashburn.  Mrs. Raines is the President of
                            Raines  Investment Group, Inc.,  which  is  a
                            franchisee of Aaron's Rental Purchase Stores.

Theron G. Reed        56    Mr.  Reed  has  been  President  and  a
                            director of the Company since November  1989.
                            Prior  to  March 24, 1998, he also served  as
                            Chief  Executive Officer of the Company,  and
                            between  August 1990 and March 24,  1998,  he
                            also  served  as  President, Chief  Executive
                            Officer and a director of the Bank.  Mr. Reed
                            was  employed by the Ashburn Bank  from  1965
                            until  his  resignation in  April  1989.   He
                            served   as  President  and  Chief  Executive
                            Officer  of that institution from March  1980
                            until  April 1989 and prior to that he served
                            in  various  other  capacities  ranging  from
                            Assistant Vice President to Vice President  -
                            Lending.

Benjamin E. Walker    68    Mr.  Walker has been a director of  the
                            Company  since August 1989 and  of  the  Bank
                            since  August 1990.  Mr. Walker  is  a  part-
                            owner  of  M  & W Sportswear, Inc.,  a  local
                            garment  contracting company.  Mr. Walker  is
                            also  a  co-owner  of S.S. Garment,  Inc.,  a
                            uniform  manufacturing company in Fitzgerald,
                            Georgia.  Mr. Walker is a former Chairman  of
                            the Board of The Citizens Bank of Ashburn.

Jimmie Ann Ward       61    Mrs.  Ward has been a director  of  the
                            Company  since August 1989 and  of  the  Bank
                            since   August  1990.   Mrs.  Ward  is   Vice
                            President  of  Ward Land  Company  and  is  a
                            community volunteer in Turner County.

Freddie J. Weston, Jr. 61   Mr. Weston has been a director  of
                            the Company since August 1989 and of the Bank
                            since August 1990.  Mr. Weston served in  the
                            U.S.  Army  for more than twenty-five  years,
                            retiring in October 1981.  Since 1983, he has
                            been  the  coordinator of Vocational Academic
                            Education at Turner County High School  where
                            he   is   Assistant  Principal  and   teaches
                            business   and  financial  management.    Mr.
                            Weston  is also Vice Chairman of the  Ashburn
                            Chamber of Commerce and Director of the  Tiff
                            Area Big Brothers/Big Sisters.

          B.   Compliance with Section 16(a)

      Because  the  Company  had no class  of  equity  securities
registered pursuant to Section 12 of the Exchange Act during  the
period covered by this report, its securities were not subject to
the reporting requirements of Section 16(a) of the Exchange Act.

Item 10.  Executive Compensation.

          A.   Named Executive Officers.

      The following table sets forth the compensation paid to the
named executive officers of the Company for each of the Company's
last three completed fiscal years:


SUMMARY COMPENSATION TABLE

                        Annual Compensation

Name and Principal             Year     Salary    Bonus  Compensation
Position (a)                    (b)       (c)       (d)       (e)

Theron  G.  Reed, President    1998    $ 38,000      0     $ 9,390(1)
of the Company                 1997    $100,000   $27,500  $39,381(2)
                               1996    $100,000   $27,500  $34,726(3)

T. Brinson Brock, Sr.,         1998    $113,233   $27,500  $44,981(4)
Executive Vice President and   1997    $ 89,000   $27,000  $38,967(5)
Secretary  of  the  Company    1996    $ 84,000   $23,500  $33,053(6)

Ava  Lovett,  Senior Vice      1998    $ 80,222   $25,000  $21,063(7)
President and Chief Financial  1997       n/a
Officer of Bank                1996       n/a

                     Long Term Compensation

                                         Securi-
                                 Re-     ties and   All
                               stricted Underlying  LTIP   Other
                                Stock    Options    Pay-  Compen-
Name and Principal              Awards    /SARs     outs   sation
 Position (a)                    (f)       (g)      (h)     (i)

Theron G. Reed, President         $0        0       $0      $0
of the Company                    $0        0       $0      $0
                                  $0        0       $0      $0

T. Brinson Brock, Sr.,            $0        0       $0      $0
Executive Vice President,         $0        0       $0      $0
Acting Chief Executive            $0        0       $0      $0
Officer and Secretary
of the Company

Ava Lovett, Senior Vice           $0        0       $0      $0
President and Chief Financial
Officer of Bank



(1)  Includes $4,250 in profit sharing contributions.

(2)  Includes $18,959 in profit sharing contributions.

(3)  Includes $17,155 in profit sharing contributions.

(4)  Includes $21,035 in profit sharing contributions.

(5)  Includes $17,255 in profit sharing contributions.

(6)  Includes $14,521 in profit sharing contributions.

(7)  Includes 15,783 in profit sharing contributions.


OPTION/SAR GRANTS IN LAST FISCAL YEAR

      The  Company  granted no stock options or  warrants  during
fiscal year 1998.

             AGGREGATED OPTION/SAR EXERCISES IN LAST
            FISCAL YEAR AND FY-END OPTION/SAR VALUES

                                             Number of
                                             Securities       Value of
                                             Underlying     Unexercised
                                             Unexercised    in-the-Money
                     Shares                 Options/SARs    Options/SARs
                    Acquired                 at FY-End        at FY-End
                       on         Value     Exercisable      Exercisable
Name                Exercise    Realized   /Unexercisable   /Unexercisable
 (a)                  (b)         (c)           (d)              (e)(1)

Theron G. Reed       10,560     $70,435       31,680/0        $231,305/$0
T. Brinson Brock, Sr.10,560     $70,435       21,120/0        $140,870/$0
________________________________________

(1)  Dollar  values  have  been  calculated  by  determining  the
     difference  between the estimated fair market value  of  the
     Company's  Common  Stock  at December  31, 1998  (i.e.,
     $10.00  per  share) and the exercise price of  such  options
     (i.e., $3.33).

          B.   Directors.

      Each director of the Company received $500 for each meeting
of  the Board of Directors that he or she attended.  In addition,
each  director of the Company who was a member of the Bank's Loan
Committee  received  $100  per  month  and  $150  for  each  Loan
Committee meeting that he or she attended.  In December 1998,
each director of the Bank received a $2,000 holiday bonus.

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

      On December 31, 1998, the Company had 1,210 shareholders of
record.

      The  following table sets forth share ownership information
as  of  March  22, 1999, with respect to the Registrant's  common
stock, with respect to any person known to the Registrant to be a
beneficial  owner  of  more than 5% of  the  Registrant's  common
stock:


        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS*

Name and Address of                  Number         Percent
Beneficial Owner                   of Shares      of Class(1)

T. Brinson Brock, Sr.               84,636(2)           5.4%
1252 Brock Road
Arabi, Georgia  31712

Willis R. Collins                   92,165(3)           5.9%
9655 Georgia Highway 112 East
Rebecca, Georgia 31783

Gene Stallings Crawford            111,452(4)           7.1%
56 South Academy Street
Rebecca, Georgia 31783

Grady Elmer Moore                   81,050(5)           5.2%
5580 Highway 33 North
Arabi, Georgia 31712

Benjamin E. Walker                  79,861(6)           5.1%
P.O. Box 185
Ashburn, Georgia 31714
____________________________

*    Information relating to beneficial ownership of common stock
     is  based upon "beneficial ownership" concepts set forth  in
     rules  of  the  SEC  under Section 13(d) of  the  Securities
     Exchange  Act  of  1934, as amended.  Under  such  rules,  a
     person is deemed to be a "beneficial owner" of a security if
     that person has or shares "voting power," which includes the
     power  to  vote  or direct the voting of such  security,  or
     "investment power," which includes the power to  dispose  of
     or  to direct the disposition of such security.  A person is
     also  deemed  to  be a beneficial owner of any  security  of
     which  that  person  has  the right  to  acquire  beneficial
     ownership  within sixty (60) days.  Under  the  rules,  more
     than  one  person may be deemed to be a beneficial owner  of
     the  same  securities, and a person may be deemed  to  be  a
     beneficial  owner  of  securities as  to  which  he  has  no
     beneficial  interest.   For instance,  beneficial  ownership
     includes   spouses,  minor  children  and  other   relatives
     residing  in  the same household, and trusts,  partnerships,
     corporations  or  deferred  compensation  plans  which   are
     affiliated with the principal.

(1)  The  percentages  are based on 1,518,871  shares  of  common
     stock  outstanding, plus shares of Common Stock that may  be
     acquired by the beneficial owner within 60 days of April  6,
     1999, by exercise of options and/or warrants.

(2)  Includes  935 shares held as custodian for Brent Brock,  921
     shares held as custodian for Kristen Brock, 600 shares  held
     as custodian for  Hunter Chess Brock, and 1,024 shares owned
     by  Mr. Brock's wife, as to all of which Mr. Brock disclaims
     beneficial ownership. Does not include 3,000 shares owned by
     Mr.  Brock's  father, and 3,150 shares owned by his  mother.
     Also includes the right to acquire 21,000 shares pursuant to
     currently  exercisable warrants and  the  right  to  acquire
     21,120 shares pursuant to currently exercisable options.

(3)  Includes  40,411 shares owned by Mr. Collins's  wife  as  to
     which he disclaims beneficial ownership.  Also includes  the
     right   to  acquire  25,752  shares  pursuant  to  currently
     exercisable warrants.

(4)  Includes  18,750 shares owned by Mr. Crawford's wife  as  to
     which  he disclaims beneficial ownership, 8,115 shares  held
     as  custodian  for  his son Gene Scott  Crawford  and  8,115
     shares   held  as  custodian  for  his  son  Phillip  Andrew
     Crawford.  Also includes the right to acquire 30,000  shares
     pursuant to currently exercisable warrants.

(5)  Includes 5,000 shares owned by Mr. Moore's wife, as to which
     he  disclaims beneficial ownership. Also includes the  right
     to  acquire  36,750 shares pursuant to currently exercisable
     warrants.

(6)  Includes  12,300  shares owned by Mr. Walker's  wife  as  to
     which he disclaims beneficial ownership.  Also includes  the
     right   to  acquire  30,000  shares  pursuant  to  currently
     exercisable warrants.

      The  following table sets forth share ownership information
as  of  March  22,  1999 of the Registrant's  Common  Stock  with
respect to (i) each director and named executive officer  of  the
Registrant  who beneficially owns Common Stock of the Registrant;
and  (ii)  all  directors  and named executive  officers  of  the
Registrant as a group:

                SECURITY OWNERSHIP OF MANAGEMENT*

Name and Address of
Beneficial Owner           Number of Shares  Percent of Class(1)

T. Brinson Brock, Sr.          84,636(2)             5.4%
1252 Brock Road
Arabi, Georgia 31712

Willis R. Collins              92,165(3)             5.9%
9655 GA Hwy.112 East
Rebecca, Georgia 31783

Gene Stallings Crawford       111,452(4)             7.1%
56 South Academy Street
Rebecca, Georgia 31783

Benny Warren Denham            38,700(5)             2.5%
424 East Inaha Road
Sycamore, Georgia  31790

Lloyd Greer Ewing              39,211(6)             2.5%
545 East Monroe
Ashburn, Georgia  31714

Ava Lovett                         81(7)
401 East Highway 32
Sycamore, Georgia 31790

Grady Elmer Moore              81,050(8)             5.2%
5580 Highway 33 North
Arabi, Georgia  31712

Sara Ruth Raines               70,359(9)             4.5%
130 Lamont Street
Ashburn, Georgia  31714

Theron G. Reed                72,363(10)             4.6%
2945 GA Hwy.90 West
Rebecca, Georgia 31783

Benjamin E. Walker            79,861(11)             5.1%
P.O. Box 185
Ashburn, Georgia 31714

Jimmie Ann Ward               75,000(12)             4.8%
1330 Warwick Highway
Ashburn, Georgia  31714

Freddie J. Weston, Jr.            15,000             0.9%
828 West Madison Avenue
Ashburn, Georgia  31714

All directors and named
   executive officers
   as a group(13)         761,597 shares            41.7%
(11 persons)

_______________________

*    Information relating to beneficial ownership of common stock
     is  based upon "beneficial ownership" concepts set forth  in
     rules  of  the  SEC  under Section 13(d) of  the  Securities
     Exchange  Act  of  1934, as amended.  Under  such  rules,  a
     person is deemed to be a "beneficial owner" of a security if
     that person has or shares "voting power," which includes the
     power  to  vote  or direct the voting of such  security,  or
     "investment power," which includes the power to  dispose  of
     or  to direct the disposition of such security.  A person is
     also  deemed  to  be a beneficial owner of any  security  of
     which  that  person  has  the right  to  acquire  beneficial
     ownership  within sixty (60) days.  Under  the  rules,  more
     than  one  person may be deemed to be a beneficial owner  of
     the  same  securities, and a person may be deemed  to  be  a
     beneficial  owner  of  securities as  to  which  he  has  no
     beneficial  interest.  For  instance,  beneficial  ownership
     includes   spouses,  minor  children  and  other   relatives
     residing  in  the same household, and trusts,  partnerships,
     corporations  or  deferred  compensation  plans  which   are
     affiliated with the principal.

(1)  The  percentages  are based on 1,518,871  shares  of  common
     stock outstanding, plus shares of common stock which may  be
     acquired  by  the beneficial owner, or group  of  beneficial
     owners,  within  60 days of April 6, 1999,  by  exercise  of
     options and/or warrants.  The percentage total differs  from
     the  sums of the individual percentages due to the differing
     denominators with respect to each calculation.

(2)  Includes  935 shares held as custodian for Brent Brock,  921
     shares held as custodian for Kristen Brock, 600 shares  held
     as  custodian for Hunter Chess Brock, and 1,024 shares owned
     by  Mr. Brock's wife, as to all of which Mr. Brock disclaims
     beneficial  ownership.  Does not include 3,000 shares  owned
     by Mr. Brock's father, and 3,150 shares owned by his mother.
     Also includes the right to acquire 21,000 shares pursuant to
     currently  exercisable warrants and  the  right  to  acquire
     21,120 shares pursuant to currently exercisable options.

(3)  Includes  40,411  shares owned by Mr. Collins'  wife  as  to
     which he disclaims beneficial ownership.  Also includes  the
     right   to  acquire  25,752  shares  pursuant  to  currently
     exercisable warrants.

(4)  Includes  18,750 shares owned by Mr. Crawford's wife  as  to
     which  he disclaims beneficial ownership, 8,115 shares  held
     as  custodian  for  his son Gene Scott  Crawford  and  8,115
     shares   held  as  custodian  for  his  son  Phillip  Andrew
     Crawford.  Also includes the right to acquire 30,000  shares
     pursuant to currently exercisable warrants.

(5)  Includes 4,788 shares owned by Mr. Denham's wife as to which
     he  disclaims beneficial ownership.  Also includes the right
     to  acquire  18,000 shares pursuant to currently exercisable
     warrants.

(6)  Includes  3,000 shares owned by his daughter, Mary  Margaret
     Ewing, 3,000 shares owned by his son, Lloyd Scott Ewing, and
     3,000 shares owned by his daughter, Jennifer L. Ewing, as to
     all of which Mr. Ewing disclaims beneficial ownership.  Also
     includes  the  right  to acquire 15,000 shares  pursuant  to
     currently exercisable warrants.

(7)  Includes  81 shares owned by Mrs. Lovett's daughter,  as  to
     which Mrs. Lovett disclaims beneficial ownership

(8)  Includes 5,000 shares owned by Mr. Moore's wife as to  which
     he  disclaims beneficial ownership. Also includes the  right
     to  acquire  36,750 shares pursuant to currently exercisable
     warrants.

(9)  Includes 1,500 shares owned by Ruth's of Ashburn, Inc.,  900
     shares  owned by Georgia Produce EXC, Inc. and 24,119 shares
     owned  by Mrs. Raines's husband, 1,200 shares owned by  Mrs.
     Raines's son John D. Raines, III and 600 shares owned by her
     son  Mitchell  Davis  Raines.  Also includes  the  right  to
     acquire  30,000  shares  pursuant to  currently  exercisable
     warrants.

(10) Includes  1,200 shares held as custodian for his  son,  Jeff
     Reed,  as  to which Mr. Reed disclaims beneficial ownership.
     Also includes the right to acquire 31,680 shares pursuant to
     currently  exercisable  options and  the  right  to  acquire
     15,000 shares pursuant to currently exercisable warrants.

(11) Includes  12,300  shares owned by Mr. Walker's  wife  as  to
     which he disclaims beneficial ownership.  Also includes  the
     right   to  acquire  30,000  shares  pursuant  to  currently
     exercisable warrants.

(12) Includes 15,000 shares owned by Mrs. Ward's son as to  which
     she disclaims beneficial ownership.  Also includes the right
     to  acquire  30,000 shares pursuant to currently exercisable
     warrants.

(13) Warrants  to  purchase common stock of the  Company  at  the
     original offering price were issued to each director of  the
     Company  and the Bank on the basis of one warrant  for  each
     share  of  common stock that they purchased in  the  initial
     offering.  The stock purchase warrants entitle the holder of
     the warrants to purchase Company stock at $3.33 per share at
     any  time  during  the  term of the warrant.   None  of  the
     warrants  were  exercisable until December 14,  1991  (which
     date  is one year from the date the offering was completed).
     The  warrants have a term of ten years from August  6,  1990
     (the  date the bank opened for business).  One-third of each
     director's warrants became vested on December 14,  1991;  an
     additional one-third became vested on December 14, 1992, and
     the final one-third became vested on December 14, 1993.  The
     warrants  exercisable  on or after December  14,  1993,  are
     reflected in the beneficial ownership table.


Item 12.  Certain Relationships and Related Transactions.
          -----------------------------------------------

      During  1998  the  Bank  loaned funds  to  certain  of  the
Company's executive officers and directors in the ordinary course
of  business, on substantially the same terms as those prevailing
at the time for comparable transactions with other customers, and
which did not involve more than the normal risk of collectibility
or present other unfavorable features.

Item 13.  Exhibits List and Reports on Form 8-K.
          --------------------------------------

          A.   Exhibits.

Exhibit
Number         Sequential Description

3(i)           Articles of Incorporation of Registrant as Amended
               on November 21, incorporated by reference to Exhibit 3(a)
               of Registrant's Annual Report on Form 10-KSB, filed on 
               March 31, 1998).

3(ii)          Bylaws of Registrant (incorporated by reference to Exhibit 
               3(b) of Registration Statement on Form S-18, File No. 
               33-31013-A.

21             Subsidiaries of Registrant

27             Financial Data Schedule

          B.   Reports on Form 8-K.

      No reports on Form 8-K were filed during the fourth quarter
of the year ended December 31, 1998.


                           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.


COMMUNITY NATIONAL BANCORPORATION
(Registrant)

BY: _____________________________________________________
     T. Brinson Brock, Executive Vice President, Principal
     Executive Officer, Principal Financial Officer

Date:  March 30, 1999

      Pursuant to the requirements of the Securities Exchange Act
of  1934, this report has been signed by the following persons on
behalf  of the Registrant and in the capacities and on the  dates
indicated:

Signature                            Title             Date


______________________________________Director    March 30, 1999
T. Brinson Brock, Sr.


______________________________________Director    March 30, 1999
Willis R. Collins


______________________________________Director    March 30, 1999
Gene Stallings Crawford


______________________________________Director    March 30, 1999
Benny Warren Denham


______________________________________Director    March 30, 1999
Lloyd Greer Ewing


______________________________________Director    March 30, 1999
Grady Elmer Moore


______________________________________Director    March 30, 1999
Sara Ruth Raines

______________________________________Director,   March 30, 1999
Theron G. Reed                        President


______________________________________Director    March 30, 1999
Benjamin E. Walker


______________________________________Director    March 30, 1999
Jimmie Ann Ward


______________________________________Director    March 30, 1999
Freddie J. Weston, Jr.











                           EXHIBIT 21
                                
                   SUBSIDIARIES OF REGISTRANT


COMMUNITY NATIONAL BANK
561 East Washington Avenue
Ashburn, Georgia 31714










                           EXHIBIT 27
                                
              Exhibit 27 - Financial Data Schedule

This  schedule  contains summary financial information  extracted
from    the    financial   statements   of   Community   National
Bancorporation  for the period from January 1, 1998  to  December
31,  1998, and is qualified in its entirety by reference to  such
financial statements.

12-MOS
FISCAL-YEAR-END                                  DEC-31-1998
PERIOD START                                      JAN-1-1998
PERIOD END                                       DEC-31-1998
CASH                                               3,397,203
INT-BEARING-DEPOSITS                                     -0-
FED-FUNDS-SOLD                                    15,850,000
TRADING-ASSETS                                             0
INVESTMENTS-HELD-FOR-SALE                          8,036-357
INVESTMENTS-CARRYING                                       0
INVESTMENTS-MARKET                                         0
LOANS                                             90,119,239
ALLOWANCE                                          1,824,179
TOTAL-ASSETS                                     121,591,932
DEPOSITS                                         180,381,580
SHORT-TERM                                                 0
LIABILITIES-OTHER                                    688,858
LONG-TERM                                                  0
PREFERRED-MANDATORY                                        0
PREFERRED                                                  0
COMMON                                             7,649,291
OTHER-SE                                           4,872,203
TOTAL-LIABILITIES-AND-EQUITY                     121,591,932
INTEREST-LOAN                                      9,435,725
INTEREST-INVEST                                      459,908
INTEREST-OTHER                                       295,645
INTEREST-TOTAL                                    10,191,278
INTEREST-DEPOSIT                                   4,998,546
INTEREST-BORROWINGS                                   11,979
INTEREST-EXPENSE                                   5,010,525
INTEREST-INCOME-NET                                5,180,753
LOAN-LOSSES                                          720,000
SECURITIES-GAINS                                       4,350
EXPENSE-OTHER                                      3,035,465
INCOME-PRETAX                                      1,980,076
INCOME-PRE-EXTRAORDINARY                           1,980,076
EXTRAORDINARY                                              0
CHANGES                                                    0
NET-INCOME                                         1,207,482
EPS-BASIC                                               1.00
EPS-DILUTED                                              .85
YIELD-ACTUAL                                           5.20%
LOANS-NON                                             46,488
LOANS-PAST                                          1143,988
LOANS-TROUBLED                                             0
LOANS-PROBLEM                                        572,000
ALLOWANCE-OPEN                                     1,565,922
CHARGE-OFFS                                          571,777
RECOVERIES                                           110,033
ALLOWANCE-CLOSE                                    1,824,179
ALLOWANCE-DOMESTIC                                 1,800,000
ALLOWANCE-FOREIGN                                          0
ALLOWANCE-UNALLOCATED                                 24,179