SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark  One)

     X    Quarterly  Report under Section 13 or 15(d) of the Securities Exchange
   -----  Act  of  1934
          For  the  quarterly  period  ended March 31, 2004.
                                             --------------

                                       or

          Transition Report under Section 13 or 15(d) of the Securities Exchange
   -----  Act  of  1934
          For the transition period from _____________ to _____________.

                          Commission File No. 0-23980
                                              -------

                       Georgia Bank Financial Corporation
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                 Georgia                            58-2005097
                 -------                            ----------
        (State  of  Incorporation)       (I.R.S.  Employer  Identification  No.)

                    3530 Wheeler Road, Augusta, Georgia 30909
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (706) 738-6990
                                ---------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
                                ---------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

     Check  whether  the  issuer:  (1) filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 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  X  No
    ---    ---

     Indicate  by  check mark whether the registrant is an accelerated filer (as
defined  in  Rule  12b-2  of  the  Exchange  Act).  Yes  X  No
                                                        ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest  practicable  date:

     5,247,204 shares of common stock, $3.00 par value per share, outstanding as
of  March  31,  2004.


<PAGE>
<TABLE>
<CAPTION>
                            GEORGIA BANK FINANCIAL CORPORATION
                                         FORM 10-Q
                                           INDEX

                                                                                      Page

<S>        <C>      <C>                                                               <C>
Part I            FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited)

                  Consolidated Balance Sheets as of March 31, 2004 and
                    December 31, 2003                                                    3

                  Consolidated Statements of Income for the three months
                    ended March 31, 2004 and 2003                                        4

                  Consolidated Statements of Cash Flows for the
                    three months ended March 31, 2004 and 2003                           6

                  Notes to Consolidated Financial Statements                             8

         Item 2.  Management's Discussion and Analysis of
                    Financial Condition and Results of Operations                       10

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk            22

         Item 4.  Controls and Procedures                                               22


Part II           OTHER INFORMATION
         Item 1.  Legal Proceedings                                                      *

         Item 2.  Changes in Securities, Uses of Proceeds and Issuer Purchases of
                    Equity Securities                                                   23

         Item 3.  Defaults Upon Senior Securities                                        *

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

         Item 5.  Other Information                                                      *

         Item 6.  Exhibits and Reports on Form 8-K                                      23


Signature                                                                               25

<FN>
* No information submitted under this caption
</TABLE>


                                        1
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


                                        2
<PAGE>
<TABLE>
<CAPTION>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                           Consolidated Balance Sheets

                                     ASSETS

                                                     March 31,
                                                       2004        December 31,
                                                    (Unaudited)        2003
                                                   -------------  --------------
<S>                                                <C>            <C>
Cash and due from banks                            $ 15,791,853   $  15,704,566
Interest-bearing deposits in other banks                 17,273          17,318
                                                   -------------  --------------
    Cash and cash equivalents                        15,809,126      15,721,884

Investment securities
   Available-for-sale                               149,686,130     151,394,463
   Held-to-maturity, at cost (fair values of
     $5,478,826 and $5,750,099, respectively)         5,072,670       5,437,519

Loans held for sale                                  12,734,114      14,047,080

Loans                                               445,508,159     418,632,111
   Less allowance for loan losses                    (7,402,292)     (7,277,589)
                                                   -------------  --------------
      Loans, net                                    438,105,867     411,354,522

Premises and equipment, net                          14,488,364      14,250,543
Accrued interest receivable                           3,435,121       3,784,888
Intangible assets, net                                  139,883         139,883
Bank-owned life insurance                            11,096,896      10,971,633
Other assets                                          3,247,764       3,530,542
                                                   -------------  --------------
                                                   $653,815,935   $ 630,632,957
                                                   =============  ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
   Noninterest-bearing                             $ 75,745,996   $  68,033,102
   Interest-bearing
      NOW accounts                                   80,301,767      72,386,405
      Savings                                       204,716,144     194,366,425
      Money management accounts                      23,394,362      22,137,192
      Time deposits over $100,000                   103,986,574      97,631,749
      Other time deposits                            28,173,283      29,396,929
                                                   -------------  --------------
                                                    516,318,126     483,951,802

Federal funds purchased and securities sold
  under repurchase agreements                        41,433,893      56,968,754
Advances from Federal Home Loan Bank                 35,000,000      30,000,000
Other borrowed funds                                    500,000         800,000
Accrued interest and other liabilities                4,831,504       5,223,354
                                                   -------------  --------------
          Total liabilities                         598,083,523     576,943,910
                                                   -------------  --------------

Stockholders' equity
  Common stock, $3.00 par value; 10,000,000
     shares authorized; 5,284,746 shares issued;
     5,247,204 shares outstanding                    15,854,238      15,854,238
  Additional paid-in capital                         34,337,584      34,337,584
  Retained earnings                                   4,325,033       3,001,079
  Treasury stock, at cost, 37,542 shares               (507,360)       (507,360)
  Accumulated other comprehensive income              1,722,917       1,003,506
                                                   -------------  --------------

          Total stockholders' equity                 55,732,412      53,689,047
                                                   -------------  --------------
                                                   $653,815,935   $ 630,632,957
                                                   =============  ==============

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                   GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                           Consolidated Statements of Income
                                      (Unaudited)

                                                        Three Months Ended March 31,
                                                     ---------------------------------
                                                           2004             2003
                                                     ----------------  ---------------
<S>                                                  <C>               <C>
Interest income:
   Loans, including fees                             $      6,640,344  $     6,257,448
   Investment securities                                    1,706,843        1,621,372
   Federal funds sold                                           8,224           33,106
   Interest-bearing deposits in other banks                        29            1,276
                                                     ----------------  ---------------
               Total interest income                        8,355,440        7,913,202
                                                     ----------------  ---------------

Interest expense:
   Deposits                                                 1,639,538        1,980,159
   Federal funds purchased and securities sold
       under repurchase agreements                            177,388          167,572
   Other borrowings                                           432,107          443,086
                                                     ----------------  ---------------
                Total interest expense                      2,249,033        2,590,817
                                                     ----------------  ---------------

                Net interest income                         6,106,407        5,322,385

Provision for loan losses                                     388,723          474,750
                                                     ----------------  ---------------

                Net interest income after provision
                   for loan losses                          5,717,684        4,847,635
                                                     ----------------  ---------------

Noninterest income:
   Service charges and fees on deposits                     1,058,907        1,082,649
   Gain on sale of loans                                    1,276,680        1,787,730
   Investment securities gains, net                            80,751           46,192
   Retail investment income                                    95,555           90,937
   Trust service fees                                         122,239           69,859
   Increase in cash surrender value of
      bank-owned life insurance                               125,263           34,912
   Miscellaneous income                                        99,332           97,312
                                                     ----------------  ---------------
                Total noninterest income                    2,858,727        3,209,591
                                                     ----------------  ---------------

Noninterest expense:
   Salaries                                                 2,513,124        2,755,773
   Employee benefits                                          766,855          628,415
   Occupancy expenses                                         619,164          581,346
   Other operating expenses                                 1,699,930        1,271,463
                                                     ----------------  ---------------
                Total noninterest expense                   5,599,073        5,236,997
                                                     ----------------  ---------------

Income before income taxes                                  2,977,338        2,820,229

Income tax expense                                            971,248          968,042
                                                     ----------------  ---------------

                Net income                           $      2,006,090  $     1,852,187
                                                     ================  ===============

                                                                           (Continued)
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                        Consolidated Statements of Income
                                    (Unaudited)

                                            Three Months Ended March 31,
                                            ----------------------------
                                                2004            2003
                                            --------------  ------------
<S>                                         <C>               <C>
Basic net income per share                  $         0.38  $       0.35

Diluted net income per share                $         0.38  $       0.35

Weighted average common shares outstanding       5,247,204     5,247,204
                                            ==============  ============

Weighted average number of common and
   common equivalent shares outstanding          5,324,089     5,353,697
                                            ==============  ============

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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                           GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                                 Consolidated Statements of Cash Flows
                                              (Unaudited)

                                                                         Three Months Ended March 31,
                                                                           2004              2003
                                                                     -----------------  ---------------
<S>                                                                  <C>                <C>
Cash flows from operating activities
Net income                                                           $      2,006,090   $    1,852,187
  Adjustments to reconcile net income to net cash provided by
    operating activities
      Depreciation and amortization                                           313,172          320,347
      Provision for loan losses                                               388,723          474,750
      Net investment securities gains                                         (80,751)         (46,192)
      Net amortization of premium on investment securities                     72,332          226,924
      Increase in CSV of bank-owned life insurance                           (125,263)         (34,912)
      (Gain) loss on disposal of premises and equipment                        (5,682)             651
      Gain on sale of loans                                                (1,276,680)      (1,787,730)
      Real estate loans originated for sale                               (57,843,342)     (75,044,326)
      Proceeds from sales of real estate loans                             60,432,988       82,171,253
      Decrease  in accrued interest receivable                                349,767           82,570
      (Decrease) increase in other assets                                     (87,828)          66,470
      (Decrease) increase in accrued interest and other liabilities          (391,850)          16,065
                                                                     -----------------  ---------------
         Net cash provided by operating activities                          3,751,676        8,298,057
                                                                     -----------------  ---------------

Cash flows from investing activities
      Proceeds from sales of available for sale securities                  8,019,697       15,340,549
      Proceeds from maturities of available for sale securities            18,450,920       12,851,269
      Proceeds from maturities of held to maturity securities                 365,000                _
      Purchase of available for sale securities                           (23,663,999)     (34,163,698)
      Net increase in loans                                               (27,140,068)     (17,091,367)
      Purchase of premises and equipment                                     (579,564)        (265,810)
      Proceeds from sale of premises and equipment                             34,253            9,587
                                                                     -----------------  ---------------
         Net cash used in investing activities                            (24,513,761)     (23,319,470)
                                                                     -----------------  ---------------

Cash flows from financing activities
      Net increase in deposits                                             32,366,324       23,466,211
      Net decrease in federal funds purchased and
        securities sold under repurchase agreements                       (15,534,861)        (103,578)
      Advances from Federal Home Loan Bank                                  5,000,000                -
      Principal payments on other borrowed funds                             (300,000)        (600,000)
      Cash dividends paid                                                    (682,136)               -
                                                                     -----------------  ---------------
         Net cash provided by financing activities                         20,849,327       22,762,633
                                                                     -----------------  ---------------
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                       GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                             Consolidated Statements of Cash Flows
                                          (Unaudited)

                                                                Three Months Ended March 31,
                                                                    2004             2003
                                                              ----------------  --------------


<S>                                                           <C>               <C>
            Net increase in cash and cash equivalents                   87,242       7,741,220

Cash and cash equivalents at beginning of period                    15,721,884      17,150,691

                                                              ----------------  --------------
Cash and cash equivalents at end of period                    $     15,809,126  $   24,891,911
                                                              ================  ==============
Supplemental disclosures of cash paid during the period for:
          Interest                                            $      2,601,926  $    2,890,377
                                                              ================  ==============
          Income taxes                                        $        150,000  $       53,000
                                                              ================  ==============

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


                                        7
<PAGE>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                 March 31, 2004


Note  1  -  Basis  of  Presentation

The  accompanying  consolidated  financial  statements  include  the accounts of
Georgia Bank Financial Corporation and its wholly-owned subsidiary, Georgia Bank
&  Trust  Company  (the  "Company"  or  the  "Bank").  Significant  intercompany
transactions  and  accounts  are  eliminated  in  the  consolidation.

The  consolidated financial statements for the three months ended March 31, 2004
and  2003  are  unaudited  and  have  been  prepared  pursuant  to the rules and
regulations  of the Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally  included  in  financial  statements prepared in
accordance with accounting principles generally accepted in the United States of
America  have  been condensed or omitted pursuant to such rules and regulations.
These  consolidated  financial statements should be read in conjunction with the
audited  consolidated  financial  statements  and  footnotes  included  in  the
Company's  annual  report  on  Form  10-K  for the year ended December 31, 2003.

In  the  opinion  of management, all adjustments necessary to present fairly the
financial  position and the results of operations and cash flows for the interim
periods  have  been made. All such adjustments are of a normal recurring nature.
The  results  of  operations  for  the three months ended March 31, 2004 are not
necessarily  indicative  of  the  results  of  operations  which the Company may
achieve  for  the  entire  year.

Note  2  -  Comprehensive  Income

Other  comprehensive income for the Company consists of net unrealized gains and
losses on investment securities. Total comprehensive income for the three months
ended  March 31, 2004 was $2,725,501 compared to $2,270,001 for the three months
ended  March  31,  2003.

Note  3  -  Stock-based  Compensation

The  Company  applies  APB  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees, and related interpretations in accounting for its stock option plans.
Accordingly,  compensation cost is measured as the excess, if any, of the quoted
market  price  of  the  Company's  stock at the date of grant over the amount an
employee  must  pay to acquire the stock.  Had compensation cost been determined
based  upon the fair value of the options at the grant dates consistent with the
method  recommended  by  SFAS  No.  123, on a pro forma basis, the Company's net
income  and  income per share for the three months ended March 31, 2004 and 2003
is  indicated  below.


                                        8
<PAGE>
<TABLE>
<CAPTION>
                                        Three Month Ended
                                            March 31,
                                        2004         2003
                                     -----------  -----------
<S>                                  <C>          <C>
Net income                           $2,006,090   $1,852,187
Deduct: Total stock-based
    compensation expense determined
    under fair value based method,
    net of related tax effect           (51,969)     (33,096)
                                     -----------  -----------
Pro forma                            $1,954,121   $1,819,091
                                     ===========  ===========

Basic net income per share:
    As reported                      $     0.38   $     0.35
    Pro forma                        $     0.37   $     0.33

Diluted net income per share:
    As reported                      $     0.38   $     0.35
    Pro forma                        $     0.37   $     0.33
</TABLE>

Note  4  -  Cash  Dividends  Declared

On  January  23,  2004,  the  Board  of  Directors  approved the commencement of
quarterly cash dividends and declared its first quarterly cash dividend of $0.13
per  share on outstanding shares.  The dividend was paid on February 20, 2004 to
shareholders  of  record  as  of  February  2,  2004.

On April 15, 2004, the Company declared the payment of a quarterly cash dividend
of  $0.13  per  share on outstanding shares.  The dividend is payable on May 21,
2004  to  shareholders  of  record  as  of  May  3,  2004.


                                        9
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Overview
--------

The  Bank  was  organized by a group of local citizens and commenced business on
August 28, 1989.  It began operations with one branch.  Today, the Bank operates
six  full service branches and one drive through branch in Richmond and Columbia
counties  in  Augusta,  Martinez,  and  Evans, Georgia.  The Bank operates three
mortgage  origination  offices  in  Augusta,  Georgia,  Savannah,  Georgia,  and
Nashville,  Tennessee.  The  Savannah,  Georgia  office also offers construction
lending  services.  Bank and mortgage operations are located in Augusta, Georgia
in  two  operations  campuses  located  in close proximity to the main office in
Augusta, Georgia.   Trust and retail investment services are located in the main
office.  The  Bank  is  Augusta's  largest  community  banking  company.

Richmond  and  Columbia  counties  have a diversified economy based primarily on
government,  transportation,  public  utilities, health care, manufacturing, and
wholesale and retail trade. Augusta is one of the leading medical centers in the
Southeast.  The  2002  population  of  the  Augusta-Richmond  County,  GA-SC
metropolitan  area  was  337,032,  the  second  largest  in  Georgia.

The  Bank's  services  include  lending,  residential and commercial real estate
loans,  construction  and  development loans, and commercial and consumer loans.
The  Bank  also  offers  a  variety  of  deposit  programs,  including
noninterest-bearing  demand,  interest  checking, money management, savings, and
time  deposits.  In  both  Richmond and Columbia counties, the Bank had 15.2% of
all deposits and was the second largest depository institution at June 30, 2003,
as  cited  from the Federal Deposit Insurance Corporation's website.  Securities
sold  under repurchase agreements are also offered.  Additional services include
trust,  retail investment, and mortgage.  As a matter of practice, most mortgage
loans  are sold in the secondary market; however, some mortgage loans are placed
in  the portfolio based on marketing and balance sheet considerations.  The Bank
continues  to  concentrate  on  increasing  its market share through various new
deposit  and  loan  products and other financial services and by focusing on the
customer  relationship management philosophy.  The Bank is committed to building
life-long  relationships  with  its  customers, employees, shareholders, and the
communities  it  serves.

The  Bank's  primary  source of income is from its lending activities.  In 2003,
the Bank's second largest source of income was from gain on sale of loans in the
secondary  market.  As  mortgage  interest  rates began to rise during the first
quarter  of  2004,  this  source  of  income  has  decreased,  while loan income
increased  due  to  higher loan volume.  The Bank also generates income from its
investment  activities  and  service  charges  and  fees  on deposits.  The Bank
continues  to  concentrate  on increasing trust service fees.  Other significant
contributors  to  income  include  retail investment income and increase in cash
surrender  value  of  bank-owned  life  insurance.

The  Bank  has experienced steady growth.  Over the past five years, assets grew
from  $342.1  million  at  December 31, 1999 to $630.6 at December 31, 2003.  At
March  31,


                                       10
<PAGE>
2004,  assets  were  $653.8  million. From year end 1999 to year end 2003, loans
increased  $193.6  million, and deposits increased $200.8 million. From December
31, 2003 to March 31, 2004, loans increased $25.4 million and deposits increased
$32.4  million. Also, from 1999 to 2003, return on average equity increased from
13.48%  to 15.62% and return on average assets increased from 1.21% to 1.31%. At
March  31, 2004, return on average assets was 1.26% and return on average equity
was  14.76%. Net income for the year ended 1999 was $4.0 million compared to net
income  of $7.9 million at year end 2003. Net income for the quarter ended March
31, 2004 was $2.0 million. The Company has reached a level of maturity evidenced
by  long-term  financial  performance and stability that resulted in the January
23, 2004 declaration of its first quarterly cash dividend of $0.13 per share. On
April 15, 2004, the Company declared its second quarterly cash dividend of $0.13
per  share.

The  Bank meets its liquidity needs by managing cash and due from banks, federal
funds  purchased  and  sold,  maturity  of  investment securities, paydowns from
mortgage  backed  securities,  and  draws  on  lines  of  credit.  Additionally,
liquidity  can  be managed through structuring deposit and loan maturities.  The
Bank  funds loan and investment growth with core deposits, securities sold under
repurchase  agreements  and  wholesale borrowings.  During inflationary periods,
interest  rates  generally  increase.  When  interest  rates rise, variable rate
loans  and  investments  produce  higher  earnings,  however,  deposit and other
borrowings interest expense and operating expenses also rise.  The Bank monitors
its  interest  rate  risk  in  a ramp up and down annually 200 basis points (2%)
scenario  and  a  shock  up  and down 200 (2%) basis points scenario.   The Bank
monitors  operating  expenses  through  responsibility  center  budgeting.

Forward-Looking  Statements
---------------------------

Georgia  Bank Financial Corporation (the "Company") may, from time-to-time, make
written  or  oral  forward-looking statements, including statements contained in
the  Company's  filings  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and  its  reports  to  shareholders.  Statements  made  in  such
documents,  other  than  those  concerning  historical  information,  should  be
considered forward-looking and subject to various risks and uncertainties.  Such
forward-looking  statements  are  made based upon management's belief as well as
assumptions made by, and information currently available to, management pursuant
to  "safe  harbor" provisions of the Private Securities Litigation Reform Act of
1995.  The  Company's  actual  results  may  differ  materially from the results
anticipated in forward-looking statements due to a variety of factors, including
governmental  monetary  and  fiscal  policies, deposit levels, loan demand, loan
collateral  values,  securities  portfolio  values,  and  interest  rate  risk
management;  the  effects  of  competition  in  the  banking business from other
commercial  banks,  savings  and  loan  associations,  mortgage  banking  firms,
consumer finance companies, credit unions, securities brokerage firms, insurance
companies,  money market mutual funds and other financial institutions operating
in  the  Company's  market  area and elsewhere, including institutions operating
through the Internet; changes in governmental regulation relating to the banking
industry,  including regulations relating to branching and acquisitions; failure
of  assumptions  underlying  the  establishment  of  reserves  for  loan losses,
including  the  value  of  collateral  underlying  delinquent  loans,  and other
factors.  The Company cautions


                                       11
<PAGE>
that  such  factors  are not exclusive. The Company does not undertake to update
any  forward-looking  statement  that  may  be  made from time to time by, or on
behalf  of,  the  Company.

Critical  Accounting  Policies
------------------------------

The  accounting  and  financial  reporting  policies  of  the Company conform to
accounting  principles generally accepted in the United States of America and to
general  practices  within  the banking industry.  Of these policies, management
has  identified  the  allowance  for loan losses as a critical accounting policy
that requires difficult subjective judgment and is important to the presentation
of  the  financial  condition  and  results  of  operations  of  the  Company.

The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management  believes  that  the  collectibility  of  the  principal is unlikely.
Subsequent  recoveries  are  added  to the allowance. The allowance is an amount
that  management  believes  will  be adequate to absorb losses on existing loans
that  become uncollectible, based on evaluations of the collectibility of loans.
The  evaluations  take  into consideration such factors as changes in the nature
and  volume  of  the  loan  portfolio,  historical loss rates, overall portfolio
quality,  review  of specific problem loans, and current economic conditions and
trends  that  may  affect  a  borrower's  ability  to  repay.

The Company segments its allowance for loan losses into the following four major
categories:  1)  identified  losses  for impaired loans; 2) general reserves for
Classified/Watch loans; 3) general reserves for loans with satisfactory ratings;
4) general reserves based on economic and market risk qualitative factors.  Risk
ratings are initially assigned in accordance with the Bank's loan and collection
policy.  An organizationally independent department reviews grade assignments on
an ongoing basis.  Management reviews current information and events regarding a
borrowers'  financial  condition  and  strengths,  cash flows available for debt
repayment,  the  related collateral supporting the loan and the effects of known
and  expected  economic conditions.  When the evaluation reflects a greater than
normal  risk associated with the individual loan, management classifies the loan
accordingly.  If  the  loan is determined to be impaired, management allocates a
portion  of  the  allowance for loan losses for that loan based upon the present
value  of  future cash flows discounted at the loan's effective interest rate or
the  fair  value  of  the  collateral  as  the  measure  for  the  amount of the
impairment.  Impairment  losses  are  included  in the allowance for loan losses
through  a  charge  to the provision for losses on loans.  Subsequent recoveries
are  added  to  the allowance for loan losses.  Cash receipts for accruing loans
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  first  to  principal and then to interest
income.  Impaired  and  Classified/Watch  loans are aggressively monitored.  The
reserves  for loans rated satisfactory are further subdivided into various types
of  loans  as  defined  by  call  report  codes.  The Company developed specific
qualitative factors to apply to each individual component of the reserve.  These
qualitative factors are based upon economic, market and industry conditions that
are  specific  to  the  Company's  local  two county markets.


                                       12
<PAGE>
These  qualitative  factors  include, but are not limited to, national and local
economic  conditions,  bankruptcy  trends,  unemployment  trends,  loan
concentrations,  dependency  upon  government  installations and facilities, and
competitive  factors  in the local market. These allocations for the qualitative
factors  are  included in the various individual components of the allowance for
loan  losses.  The  qualitative  factors  are  subjective  in nature and require
considerable  judgment  on  the part of the Company's management. However, it is
the  Company's  opinion  that  these  factors  do represent uncertainties in the
Bank's business environment that must be factored into the Company's analysis of
the  allowance  for  loan  losses.  The  Company is committed to developing more
historical  data  in  the  future  to reduce the dependence on these qualitative
factors.

Management  believes  that  the allowance for loan losses is adequate. While the
Company  has  76.99%  of  its  loan portfolio secured by real estate loans, this
percentage  is not significantly higher than in previous years.  Commercial real
estate  comprises  29.45 % of the loan portfolio and is primarily owner occupied
properties  where  the operations of the commercial entity provide the necessary
cash flow to service the debt.  For this portion of real estate loans, repayment
is  not  dependent  upon  liquidation  of  the  real  estate.  Construction  and
development  (22.30%)  has  been  an  increasingly important portion of the real
estate  loan  portfolio.  The  Company  carefully  monitors  the  loans  in this
category  since  the  repayment  of  these loans is generally dependent upon the
liquidation  of  the  real estate and is impacted by national and local economic
conditions.  The  residential  category  represents those loans that the Company
chooses  to  maintain  in  its  portfolio rather than selling into the secondary
market  for  marketing  and  competitive reasons.  The residential held for sale
category  comprises  loans  that  are  in  the  process  of  being sold into the
secondary market.  The credit has been approved by the investor and the interest
rate locked so the Company takes no credit or interest rate risk with respect to
these  loans.  The  Company  has  no  large  loan  concentrations  to individual
borrowers  or  industries.  Only  10.53%  of the Company's portfolio consists of
consumer  loans.  Unsecured  loans  at  March 31, 2004 were $10.0 million. While
management  uses  available  information  to  recognize  losses on loans, future
additions  to  the  allowance  may  be  necessary  based  on changes in economic
conditions.  In  addition,  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.

Performance Overview -- Net Income
----------------------------------

The Company's net income for the first quarter of 2004 was $2,006,000, which was
an  increase  of  $154,000  (8.3%)  compared to net income of $1,852,000 for the
first  quarter  of  2003.  Basic net income per share for the three months ended
March  31, 2004 was $0.38 compared to $0.35 for the three months ended March 31,
2003.  The  increase  in  net  income  in  2004 compared to 2003 was primarily a
result  of  an  increase  in  net  interest  income  and a decrease in salaries,
somewhat  offset  by  a  decrease  in  the gain on sale of mortgage loans in the
secondary  market  and an increase in other operating expenses.  Despite a lower
interest  rate  environment  in 2004, loan interest income increased due to


                                       13
<PAGE>
loan  volume.  However,  the  lower  rates, coupled with a decrease in the prime
savings  account  rate,  resulted in lower interest expense on deposits. Gain on
sale  of mortgage loans in the secondary market decreased due to higher mortgage
rates  in  2004  as  compared  to  the first quarter of 2003 which resulted in a
decrease  in  refinancing activity in 2004. This also resulted in lower mortgage
commissions.  Other  operating  expenses  increased $428,000, primarily due to a
$150,000  loss  recorded  on  a  fraudulent  mortgage loan sold in the secondary
market,  increases  in  processing fees due to new retail checking accounts, and
increases  in professional fees to assist the Company in compliance with FDICIA.

The  annualized return on average assets for the Company was 1.26% for the three
months  ended  March  31, 2004, compared to 1.30% for the same period last year.
While  total  assets  have increased $58.9 million since first quarter 2003, net
income  has  only  increased  $154,000  due  to the lower interest rates and the
decrease  in  gain  on  sale  of  mortgage loans, resulting in a lower return on
assets.  The  annualized  return  on average stockholders' equity was 14.76% for
the  three  months  ended  March  31, 2004 compared to 15.67% for the comparable
period  in  2003.  The  decrease  is  primarily  attributable  to  the continued
increase  in  stockholders'  equity.

Total  assets  of $653.8 million at March 31, 2004 reflects an increase of $23.2
million  (3.7%)  from  year-end 2003. This increase is primarily attributable to
higher  loan  balances  since December 2003.  Total loans at March 31, 2004 were
$458.2  million  which  represented  an  increase  of  $25.6 million (5.9%) from
December  31,  2003.  Investment  securities  decreased $2.1 million (1.3%) from
December  31,  2003.

Loans  were  funded  by  increases  in  total  deposits of $32.4 million (6.7%),
increases  in  Federal  Home  Loan  Bank  advances of $5.0 million, decreases in
investments  of  $1.7  million and current quarter earnings of $2.0 million less
decreases  in Federal Funds Purchased of $10.4 million and securities sold under
repurchase  agreements of $5.2 million since December 31, 2003.  Securities sold
under  repurchase agreements included $7.0 million of repurchase agreements from
SunTrust  Robinson Humphrey at March 31, 2004, which decreased $4.0 million from
December  31,  2003  due  to  alternative  funding  sources.

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

Net  interest  income  increased  $784,000  (14.7%) in the first quarter of 2004
compared  to  the  first quarter of 2003. Despite lower interest rates, interest
income increased $442,000 (5.6%) during the first quarter of 2004 as compared to
2003. Increases in loan volume, offset by lower rates, accounted for $383,000 of
this  increase.  Investment  income  increased  $85,000 over first quarter 2003,
also  due  to  an increase in volume.  Interest-earning assets at March 31, 2004
increased  $52.3  million (9.3%) over March 31, 2003.  Despite increased deposit
volume,  interest  expense  on  deposits  decreased  $341,000  (17.2%)  for  the
three-month period ended March 31, 2004 compared to the three-month period ended
March  31,  2003  due  to  lower  interest  rates.


                                       14
<PAGE>
The Company's net interest margin was 4.07% for the three months ended March 31,
2004  compared  to  3.88%  for  the  three  months  ended  March  31,  2003.

Noninterest  Income
-------------------

Noninterest  income  decreased $350,000 (10.9%) for the three-month period ended
March  31,  2004  compared  to the three-month period ended March 31, 2003.  The
decrease  in  noninterest  income  was primarily attributable to the decrease in
gain on sale of mortgage loans in the secondary market, which decreased $511,000
(28.6%)  for  the three months ended March 31, 2004 compared to the three months
ended  March 31, 2003. This decline is attributable to decreased mortgage volume
from home purchases and refinancing activity due to the increase in the mortgage
interest  rate environment.  Increase in cash surrender value of bank-owned life
insurance  increased  $91,000  (260.3%)  during the three months ended March 31,
2004  as  compared  to  the  three months ended March 31, 2003 due to additional
policy  purchases  in  2003.  Trust services fees increased $52,000 (75.0%) over
first  quarter  2003  due  to  increased  volume.

Noninterest  Expense
--------------------

Noninterest  expense  increased $363,000 (6.9%) during the first quarter of 2004
compared  to  the  first  quarter of 2003. A $150,000 loss was recorded in first
quarter  2004  for  a mortgage loan which was sold in the secondary market.  The
customer defaulted on the loan which had a fraudulent appraisal and the loss was
absorbed  by  the  Company.  Processing  expense  increased  $107,000 over first
quarter  2003, primarily due to expenses associated with the new retail checking
accounts  offered  in  2004, coupled with overlapping expenses from the previous
checking account program.  Professional fees increased $56,000, primarily due to
additional  expenses  to  comply  with  FDICIA.  Salary  and  benefits  expense
decreased  $243,000,  due  to  decreased  mortgage  commissions  associated with
decreased  mortgage  volume,  somewhat  offset  by  increases in salaries due to
company growth.   Employee benefits expense increased $139,000, primarily due to
increases  in  salary  continuation  expense due to new plans which commenced in
late  2003,  increased  state  unemployment insurance taxes due to a Georgia tax
increase,  increased  FICA  expense  due  to  retirement  plan payouts, and 401K
contributions  due  to  company  growth.

Income  Taxes
-------------

Income  taxes  in  the  first  quarter  of 2004 totaled $971,000, an increase of
$3,000  (0.3%)  over  the first quarter of 2003.  The effective tax rate for the
three  months  ended  March  31,  2004 was 33.6% compared to 34.3% for the three
months  ended  March  31, 2003.   The decrease in the effective tax rate for the
first  quarter  of 2004 is due primarily to the increase in cash surrender value
of  bank-owned  life  insurance  and  an  increase in state business license and
training  tax  credits.


                                       15
<PAGE>
Asset  Quality
--------------

Table  1  shows  the  current and prior period amounts of non-performing assets.
Non-performing  assets  were  $3.2  million  at  March 31, 2004 compared to $3.0
million  at  December 31, 2003 and $2.7 million at March 31, 2003.  The ratio of
non-performing  assets  to  total loans and other real estate was 0.71% at March
31,  2004,  compared  to 0.70% at December 31, 2003 and 0.65% at March 31, 2003.
The  control  and monitoring of non-performing assets continues to be a priority
of  management.

There  were  no  loans  past due 90 days or more and still accruing at March 31,
2004,  December  31,  2003  and  March  31,  2003.

Allowance  for  Loan  Losses
----------------------------

The  allowance  for loan losses represents a reserve for probable loan losses in
the  loan portfolio.  The adequacy of the allowance for loan losses is evaluated
periodically  based  on  a  review  of  all  significant  loans, with particular
emphasis  on  impaired,  non-accruing, past due, and other loans that management
believes require special attention.  The determination of the allowance for loan
losses is considered a critical accounting policy of the Company.  See "Critical
Accounting  Policies."

When  reviewing  the allowance for loan losses, it is important to understand to
whom  the  Company lends.  At March 31, 2004, the loan portfolio is comprised of
76.99%  real  estate  loans,  of  which  22.3%  constitutes  construction  and
acquisition and development loans.  Commercial, financial and agricultural loans
comprise  12.48%,  and  consumer  loans  comprise  10.53%  of  the  portfolio.

The  allowance  for  loan  losses  is  based on a loan classification system and
consists of three components: the general reserve and the specific reserve.  The
general  reserve  is  calculated  based  on  estimates  of inherent losses which
probably  exist  as  of the evaluation date.  The loss percentages used for this
portion  of  the  portfolio, which has not been identified as problem loans, are
generally  based  on  historical factors adjusted when necessary for qualitative
factors.  The  general  reserve for losses on problem loans is based on a review
and evaluation of these loans, taking into consideration financial condition and
strengths  of  the  borrower,  related collateral, cash flows available for debt
repayment,  and  known  and  expected  trends  and  conditions.  General  loss
percentages  for  problem  loans  are  determined  based  upon  historical  loss
experience and regulatory requirements.  For loans considered impaired, specific
reserves  are  provided  in the event that the individual collateral analysis on
each  problem  loan  indicates  that  the  probable  loss  upon  liquidation  of
collateral would be in excess of the fair value of the collateral if the loan is
collateral  dependent  or  if the present value of expected future cash flows is
less  than  the  loan  balance.

Additions to the allowance for loan losses are made periodically to maintain the
allowance  at an appropriate level based upon management's analysis of potential
risk  in  the  loan portfolio.  A provision for losses in the amount of $389,000
was charged to


                                       16
<PAGE>
expense  for  the  quarter  ended  March  31,  2004 compared to $475,000 for the
quarter  ended  March  31,  2003.  The decrease is attributable to a decrease in
classified/watch  loans.

At  March  31,  2004  the  ratio of allowance for loan losses to total loans was
1.62%  compared  to  1.69%  at  December  31,  2003 and 1.67% at March 31, 2003.
Management  considers  the  current  allowance for loan losses appropriate based
upon  its analysis of the potential risk in the portfolio, although there can be
no  assurance  that the assumptions underlying such analysis will continue to be
correct.

Liquidity  and  Capital  Resources
----------------------------------

The  Company's  liquidity  remains  adequate  to meet operating and loan funding
requirements.  The loan to deposit ratio at March 31, 2004 was 88.8% compared to
89.4% at December 31, 2003 and 88.2% at March 31, 2003. The decrease in the loan
to  deposit  ratio  from  December 31, 2003 reflects the significant increase in
deposits  in  the first quarter of 2004. Deposits at March 31, 2004 and December
31,  2003 include $35.0 million of brokered certificates of deposit. The Company
has also utilized borrowings from the Federal Home Loan Bank, reverse repurchase
agreements  and  securities  sold under repurchase agreements to fund additional
growth.  The  Company maintains a line of credit with the Federal Home Loan Bank
approximating  10%  of  the Bank's total assets. Federal Home Loan Bank advances
are  collateralized  by  eligible  first mortgage loans, and specific commercial
loans. The Company had Federal Home Loan Bank advances totaling $35.0 million at
March 31, 2004 and $30.0 million at December 31, 2003. The Company has a federal
funds  purchased  accommodation  for  advances  up to $26.3 million with various
financial  institutions.  In  addition the Company maintains repurchase lines of
credit with the same financial institutions for advances up to $30.0 million. At
March  31,  2004,  securities  sold  under  repurchase  agreements included $7.0
million  in  repurchase  agreements  with  SunTrust  Robinson Humphrey, Atlanta,
Georgia.  Additionally,  liquidity  needs can be satisfied by the structuring of
the  maturities of investment securities and the pricing and maturities on loans
and  deposits  offered  to  customers.

Stockholders' equity to total assets was 8.5% at March 31, 2004 and December 31,
2003.  The  capital of the Company and the Bank exceeded all required regulatory
guidelines at March 31, 2004.  The Company's Tier 1 risk-based, total risk-based
and the leverage capital ratios were 10.39%, 11.65%, and 8.41%, respectively, at
March  31, 2004.  Table 2 reflects the current regulatory capital levels in more
detail,  including  comparisons  to  the  regulatory  minimums.

Management  is  not  aware  of  any  events or uncertainties that are reasonably
likely  to  have a material affect on the Company's liquidity, capital resources
or  operations.

Commitments and Contractual Obligations
---------------------------------------

The Bank is a party to lines of credit with off-balance sheet risk in the normal
course  of  business  to  meet  the  financing needs of its customers.  Lines of
credit are unfunded


                                       17
<PAGE>
commitments  to  extend  credit.  These instruments involve, in varying degrees,
exposure to credit and interest rate risk in excess of the amounts recognized in
the  financial  statements.  The  Bank's exposure to credit loss in the event of
nonperformance  by  the  other  party  to  the financial instrument for unfunded
commitments  to  extend  credit  and  letters  of  credit  is represented by the
contractual  amount  of  those  instruments. The Bank evaluates construction and
acquisition  and development loans for the percentage completed before extending
additional  credit.  The  Bank  follows  the  same  credit  policies  in  making
commitments  and  conditional  obligations  as  it  does  for  on-balance  sheet
instruments.

Unfunded commitments to extend credit where contract amounts represent potential
credit  risk  totaled  $108.3  million at March 31, 2004.  These commitments are
primarily  at  variable  interest  rates.

The  Company's  commitments  are  funded  through  internal  funding  sources of
scheduled  repayments of loans and sales and maturities of investment securities
available  for  sale  or external funding sources through acceptance of deposits
from  customers  or  borrowings  from  other  financial  institutions.

The  following table is a summary of the Company's commitments to extend credit,
commitments  under  contractual  leases  as  well  as  the  Company' contractual
obligations,  consisting  of deposits, FHLB advances, which are subject to early
termination  options,  and  borrowed  funds by contractual maturity date for the
next  five  years.


<TABLE>
<CAPTION>
    Commitments and
Contractual Obligations          Due in    Due in    Due in    Due in    Due in
(Dollars in thousands)           1 Year   2 Years   3 Years   4 Years   5 Years
<S>                             <C>       <C>       <C>       <C>       <C>
Lines of credit                 $108,330         -         -         -         -
Lease agreements                     128        95        77       427         -
Deposits                         223,458   109,206    74,275    31,620    30,735
Federal funds purchased and
   securities sold under
   repurchase agreements          41,434         -         -         -         -
Other borrowings                     500         -         -         -         -
   Total commitments and
      contractual obligations   $373,850  $109,301  $ 74,352  $ 32,047  $ 30,735
</TABLE>

Although management regularly monitors the balance of outstanding commitments to
fund  loans  to  ensure  funding  availability should the need arise, management
believes  that  the  risk  of  all customers fully drawing on all these lines of
credit  at  the  same  time  is  remote.

Effects of Inflation and Changing Prices
----------------------------------------

Inflation  generally  increases  the cost of funds and operating overhead and to
the  extent  loans  and  other  assets  bear  variable rates, the yields on such
assets.  Unlike  most  industrial  companies,  virtually  all  of the assets and
liabilities  of  a  financial  institution are


                                       18
<PAGE>
monetary  in  nature.  As  a  result,  interest  rates  generally  have  a  more
significant  impact  on  the  performance  of  a  financial institution than the
effects  of  general  levels  of  inflation.  Although  interest  rates  do  not
necessarily  move  in the same direction and to the same extent as the prices of
goods  and services, increases in inflation generally have resulted in increased
interest  rates.  In  addition, inflation can increase a financial institution's
cost  of  goods  and  services  purchased,  the  cost  of salaries and benefits,
occupancy expense and similar items. Inflation and related increases in interest
rates  generally decrease the market value of investments and loans held and may
adversely  affect  liquidity,  earnings,  and  stockholders'  equity.  Mortgage
originations  and  refinancings tend to slow as interest rates increase, and can
reduce  the Company's earnings from such activities and the income from the sale
of  residential  mortgage  loans  in  the  secondary  market.


                                       19
<PAGE>
<TABLE>
<CAPTION>
Table  1
--------

                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                          CONSOLIDATED FINANCIAL DATA
                             (Dollars in Thousands)
                                  (Unaudited)

                                   Three Months Ended March 31,
                               ----------------------------------
PROFITABILITY                        2004              2003
-------------                  ----------------  ----------------

<S>                            <C>               <C>
Return on average assets *                1.26%             1.30%

Return on average equity *               14.76%            15.67%

ALLOWANCE FOR LOAN LOSSES
--------------------------

Beginning balance, January 1,  $         7,278   $         6,534
Provision charged to expense               388               475
Recoveries                                 185               166
Loans charged off                         (449)             (344)
                               ----------------  ----------------
Ending balance, March 31,      $         7,402   $         6,831
                               ================  ================
</TABLE>

<TABLE>
<CAPTION>
NON-PERFORMING ASSETS        March 31, 2004   December 31, 2003   March 31, 2003
---------------------
<S>                          <C>              <C>                 <C>


Non-accrual loans            $         3,230  $            3,045  $         2,651
Other real estate owned                    5                   0                0
                             ---------------  ------------------  ---------------
Total non-performing assets  $         3,235  $            3,045  $         2,651
                             ===============  ==================  ===============
<FN>
* Annualized
</TABLE>


                                       20
<PAGE>
<TABLE>
<CAPTION>
Table  2
--------


                       Georgia Bank Financial Corporation
                                       And
                           Georgia Bank & Trust Company
                         Regulatory Capital Requirements
                                  March 31, 2004
                             (Dollars in Thousands)


                             Actual           Required           Excess
                        Amount   Percent   Amount  Percent   Amount  Percent
                        -----------------  ----------------  ----------------
Georgia Bank Financial
  Corporation
Risk-based capital:
<S>                     <C>      <C>       <C>     <C>       <C>     <C>
   Tier 1 capital       $53,870    10.39%  20,733     4.00%  33,137     6.39%
   Total capital         60,360    11.65%  41,466     8.00%  18,894     3.65%
Tier 1 leverage ratio    53,870     8.41%  25,626     4.00%  28,244     4.41%


Georgia Bank & Trust
  Company
Risk-based capital:
   Tier 1 capital       $50,364     9.75%  20,669     4.00%  26,695     5.75%
   Total capital         56,835    11.00%  41,339     8.00%  15,496     3.00%
Tier 1 leverage ratio    50,364     7.88%  25,564     4.00%  24,800     3.88%
</TABLE>


                                       21
<PAGE>
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As  of  March 31, 2004, there were no substantial changes from the interest rate
sensitivity analysis or the market risk analysis for various changes in interest
rate  calculated  as of December 31, 2003.  The foregoing disclosures related to
the  market risk of the Company should be read in conjunction with the Company's
audited  consolidated  financial  statements,  related  notes  and  management's
discussion and analysis of financial condition and results of operations for the
year  ended  December  31,  2003 included in the Company's 2003 annual report on
Form  10-K,  Item  7A.

Item  4.  Controls  and  Procedures

As  of  the end of the period covered by this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Operating
Officer  (who  serves  as  the  Company's  principal  financial officer), of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures  pursuant  to  Exchange  Act  Rule  13a-15.  Based  upon  that
evaluation,  the  Company's  Chief Executive Officer and Chief Operating Officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting them to material information relating to the Company (including
its  consolidated subsidiaries) that is required to be included in the Company's
periodic  filings  with the Securities and Exchange Commission.  There have been
no  significant  changes in the Company's internal controls or, to the Company's
knowledge,  in  other  factors  that  could  significantly affect those internal
controls  subsequent  to  the  date  the Company carried out its evaluation, and
there  have  been no corrective actions with respect to significant deficiencies
and  material  weaknesses.


                                       22
<PAGE>
                                     PART II
                                OTHER INFORMATION


Item  1.       Legal  Proceedings

               There  are  no  material  pending  legal proceedings to which the
               Company  or  Bank is a party or of which any of their property is
               subject.

Item  2.       Changes  in  Securities, Uses of Proceeds and Issuer Purchases of
               Equity  Securities

               On  April  15,  2004, the Company announced the commencement of a
               stock repurchase program, pursuant to which it will, from time to
               time,  repurchase  up to 100,000 shares of its outstanding stock.
               There  were  no  shares  repurchased  under  an  existing  stock
               repurchase  plan  or  otherwise during the first quarter of 2004.

Item  3.       Defaults  Upon  Senior  Securities

               Not  applicable

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

               None

Item 5.        Other Information

               None

Item 6.        Exhibits and Reports on Form 8-K

               (a)  Exhibits

                    31.1 Certification  of  Chief  Executive Officer Pursuant to
                         Section  302  of  the  Sarbanes-Oxley  Act  of  2002.

                    31.2 Certification  of  Chief  Financial Officer Pursuant to
                         Section  302  of  the  Sarbanes-Oxley  Act  of  2002.

                    32.1 Certification  of  Chief  Executive  Officer  and Chief
                         Financial  Officer  Pursuant  to  Section  906  of  the
                         Sarbanes-Oxley  Act  of  2002.


                                       23
<PAGE>
               (b)  Reports  on  Form  8-K

                    Form  8-K  filed  on January 29, 2004 reporting earnings for
                    the  fourth  quarter  of  2004  under  Item  9  Pursuant  to
                    instructions  contained  in  Item  12  and  SEC  Release No.
                    33-8176  and  34-47226.


                                       24
<PAGE>
                       GEORGIA BANK FINANCIAL CORPORATION
                              Form 10-Q Signatures


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                 GEORGIA BANK FINANCIAL CORPORATION



Date:   May 7, 2004                    By:   /s/ Ronald L. Thigpen
     -----------------                    --------------------------------------
                                             Ronald L. Thigpen
                                             Executive Vice President, Chief
                                             Operating Officer (Duly Authorized
                                             Officer of Registrant and Principal
                                             Financial Officer)


                                       25
<PAGE>