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,  2003.
                                           ----------------

                                       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     No X
                                                       ---    ---

                      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:

     2,385,280  shares  of  common  stock, $3.00 par value per share, issued and
outstanding  as  of  March  31,  2003.


<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, 2003 and
                      December 31, 2002                                                  3
                    Consolidated Statements of Income for the three months
                      ended March 31, 2003 and 2002                                      4
                    Consolidated Statements of Cash Flows for the
                      three months ended March 31, 2003 and 2002                         6
                    Notes to Consolidated Financial Statements                           8
           Item 2.  Management's Discussion and Analysis of
                      Financial Condition and Results of Operations                     11
           Item 3.  Quantitative and Qualitative Disclosures about Market Risk          21
           Item 4.  Controls and Procedures                                             21

Part II             OTHER INFORMATION
           Item 1.  Legal Proceedings                                                    *
           Item 2.  Changes in Securities                                                *
           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                                    22

Signature                                                                               23

<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
                                  (Unaudited)

                           ASSETS
                                                   March 31,     December 31,
                                                     2003           2002
                                                 -------------  -------------
<S>                                              <C>            <C>
Cash and due from banks                          $ 19,017,681   $ 12,942,512
Federal funds sold                                  5,357,000      3,691,000
Interest-bearing deposits in other banks              517,230        517,179
                                                 -------------  -------------
    Cash and cash equivalents                      24,891,911     17,150,691

Investment securities
  Available-for-sale                               140,397386    133,971,802
  Held-to-maturity, at cost (fair values of
    $6,515,555 and $6,385,650, respectively)        6,137,504      6,138,889

Loans held for sale                                18,957,401     24,296,598
Loans                                             389,316,232    372,402,679
  Less allowance for loan losses                   (6,831,353)    (6,534,417)
                                                 -------------  -------------
    Loans, net                                    382,484,879    365,868,262

Premises and equipment, net                        13,818,212     13,882,987
Accrued interest receivable                         3,606,060      3,688,630
Goodwill                                              139,883        139,883
Other assets                                        4,447,873      4,694,668
                                                 -------------  -------------
                                                 $594,881,109   $569,832,410
                                                 =============  =============

               LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
    Noninterest-bearing                          $ 71,882,277   $ 70,334,882
    Interest-bearing
      NOW accounts                                 61,685,103     63,115,877
      Savings                                     175,655,772    152,244,387
      Money management accounts                    26,209,991     28,687,166
      Time deposits over $100,000                  92,578,529     87,746,760
      Other time deposits                          35,011,240     37,427,629
                                                 -------------  -------------
                                                  463,022,912    439,556,701

Securities sold under repurchase agreements        42,884,103     42,987,681
Advances from Federal Home Loan Bank               35,000,000     35,000,000
Other borrowed funds                                  400,000      1,000,000
Accrued interest and other liabilities              4,556,033      4,539,968
                                                 -------------  -------------
          Total liabilities                       545,863,048    523,084,350
                                                 -------------  -------------

Stockholders' equity
  Common stock, $3.00 par value; 10,000,000
    shares authorized; 2,404,051 shares issued;
    2,385,280 shares outstanding                    7,212,153      7,212,153
  Additional paid-in capital                       30,586,925     30,586,925
  Retained earnings                                 9,323,621      7,471,434
  Treasury stock, at cost, 18,771 shares             (507,360)      (507,360)
  Accumulated other comprehensive income            2,402,722      1,984,908
                                                 -------------  -------------

          Total stockholders' equity               49,018,061     46,748,060
                                                 -------------  -------------
                                                 $594,881,109   $569,832,410
                                                 =============  =============
</TABLE>

See accompanying notes to consolidated financial statements.


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

                                                  Three Months Ended March 31,

                                                     ----------------------
                                                        2003        2002
                                                     ----------  ----------
<S>                                                  <C>         <C>
Interest income:
   Loans, including fees                             $6,257,448  $5,872,538
   Investment securities                              1,621,372   1,623,477
   Federal funds sold                                    33,106      35,318
   Interest-bearing deposits in other banks               1,276       5,667
                                                     ----------  ----------
               Total interest income                  7,913,202   7,537,000
                                                     ----------  ----------

Interest expense:
   Deposits                                           1,980,159   2,238,495
   Federal funds purchased and securities sold
       under repurchase agreements                      167,572     142,967
   Other borrowings                                     443,086     487,775
                                                     ----------  ----------
                Total interest expense                2,590,817   2,869,237
                                                     ----------  ----------

                Net interest income                   5,322,385   4,667,763

Provision for loan losses                               474,750     669,990
                                                     ----------  ----------

                Net interest income after provision
                   for loan losses                    4,847,635   3,997,773
                                                     ----------  ----------

Noninterest income:
   Service charges and fees on deposits               1,082,649   1,030,175
   Gain on sale of loans                              1,787,730   1,135,719
   Investment securities gains, net                      46,192      50,039
   Retail investment income                              90,937      56,580
   Trust services fees                                   69,859      42,648
   Miscellaneous income                                  97,312      98,075
                                                     ----------  ----------
                Total noninterest income              3,174,679   2,413,236
                                                     ----------  ----------

Noninterest expense:
   Salaries                                           2,549,632   2,102,590
   Employee benefits                                    799,644     729,367
   Occupancy expenses                                   581,346     566,741
   Other operating expenses                           1,271,463   1,145,591
                                                     ----------  ----------
                Total noninterest expense             5,202,085   4,544,289
                                                     ----------  ----------

Income before income taxes                            2,820,229   1,866,720

Income tax expense                                      968,042     606,000
                                                     ----------  ----------


                Net income                           $1,852,187  $1,260,720
                                                     ==========  ==========
</TABLE>


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

                                            Three Months Ended March 31,
                                                2003            2002
                                            -------------  -------------
<S>                                         <C>            <C>
Basic net income per share                  $        0.78  $        0.53

Diluted net income per share                $        0.77  $        0.53

Weighted average common shares outstanding      2,385,280      2,385,280
                                            =============  =============

Weighted average number of common and
   common equivalent shares outstanding         2,404,185      2,392,693
                                            =============  =============
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                  (Unaudited)
                                                                     Three Months Ended March 31,
                                                                         2003           2002
                                                                     -------------  -------------
<S>                                                                  <C>            <C>
Cash flows from operating activities
Net income                                                           $  1,852,187   $  1,260,720
  Adjustments to reconcile net income to net cash provided by
    operating activities
      Depreciation and amortization                                       320,347        330,675
      Provision for loan losses                                           474,750        669,990
      Net investment securities gains                                     (46,192)       (50,039)
      Net amortization of premium on investment securities                226,924         59,848
      Loss (gain) on disposal of premises and equipment                       651           (243)
      Gain on the sale of other real estate                                     -         (1,314)
      Gain on sale of loans                                            (1,787,730)    (1,135,719)
      Real estate loans originated for sale                           (75,044,326)   (47,700,462)
      Proceeds from sales of real estate loans                         82,171,253     51,924,613
      Decrease  in accrued interest receivable                             82,570         26,558
      Decrease (increase) in other assets                                  31,558        (67,316)
      Increase (decrease) in accrued interest and other liabilities        16,065        (33,155)
                                                                     -------------  -------------
        Net cash provided by operating activities                       8,298,057      5,284,156
                                                                     -------------  -------------

Cash flows from investing activities
      Proceeds from sales of available for sale securities             15,340,549      2,632,775
      Proceeds from maturities of available for sale securities        12,851,269     10,824,176
      Purchase of available for sale securities                       (34,163,698)   (24,368,191)
      Net increase in loans                                           (17,091,367)   (11,989,002)
      Purchase of premises and equipment                                 (265,810)      (489,416)
      Proceeds from the sale of other real estate                               -          1,314
      Proceeds from the sale of premises and equipment                      9,587          4,200
                                                                     -------------  -------------
        Net cash used in investing activities                         (23,319,470)   (23,384,144)
                                                                     -------------  -------------

Cash flows from financing activities
      Net increase in deposits                                         23,466,211     22,360,649
      Net (decrease) increase in federal funds purchased and
        securities sold under repurchase agreements                      (103,578)     4,482,269
      Principal payments on other borrowed funds                         (600,000)             -
                                                                     -------------  -------------
        Net cash provided by financing activities                      22,762,633     26,842,918
                                                                     -------------  -------------
</TABLE>


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

                                                              Three Months Ended March 31,
                                                                   2003          2002
                                                              -------------  -------------
<S>                                                           <C>            <C>
    Net increase in cash and cash equivalents                     7,741,220      8,742,930

Cash and cash equivalents at beginning of period                 17,150,691     15,509,900

                                                              -------------  -------------
Cash and cash equivalents at end of period                    $  24,891,911  $  24,252,830
                                                              =============  =============
Supplemental disclosures of cash paid during the period for:
          Interest                                            $   2,890,377  $   3,158,581
                                                              =============  =============
          Income taxes                                        $      53,000  $     315,000
                                                              =============  =============
Supplemental information on noncash investing activities:
          Loans transferred to other real estate              $           -  $      50,632
                                                              =============  =============

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


                                        7
<PAGE>
                GEORGIA BANK FINANCIAL CORPORATION AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

                                 March 31, 2003


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, 2003
and  2002  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, 2002.

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, 2003 are not
necessarily  indicative  of  the  results  of  operations  which the Company may
achieve  for  the  entire  year.

Note  2  -  Recent  Accounting  Pronouncements

In  April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of  Financial Accounting Standards (SFAS) No. 145, Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections. SFAS No. 145 updates, clarifies, and simplifies existing accounting
pronouncements.  SFAS  No.  145  requires that in certain circumstances previous
items  classified  as  extraordinary that do not meet the criteria in Accounting
Principals  Board  (APB)  Opinion  30  must  be  reclassified.  SFAS  No. 145 is
effective  for  fiscal  years beginning after May 15, 2002. The adoption of SFAS
No.  145  did not have a material effect on the Company's financial condition or
results  of  operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit  or  Disposal  Activities.  SFAS No. 146 addresses financial accounting and
reporting  for  costs  associated with exit or disposal activities. SFAS No. 146
requires  recognition  of  a  liability  for  a  cost associated with an exit or
disposal  activity when the liability is incurred, as opposed to when the entity
commits  to  an  exit  plan. SFAS No. 146 is effective prospectively for exit or
disposal  activities initiated after December 31, 2002. The adoption of SFAS No.


                                        8
<PAGE>
146  did  not  have  a  material  impact on the Company's financial condition or
results  of  operations.

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial
Institutions.  SFAS  No. 147 removes acquisitions of financial institutions from
the scope of both SFAS No. 72, Accounting for Certain Acquisitions of Banking or
Thrift Institutions, and FASB Interpretation No. 9, Applying APB Opinions No. 16
and 17, When a Savings and Loan Association or a Similar Institution is Acquired
in a Business Combination Accounted for by the Purchase Method and requires that
those  transactions  be  accounted for in accordance with SFAS No. 141, Business
Combinations,  and  SFAS  No.  142,  Goodwill  and  Other  Intangible Assets. In
addition,  SFAS  No.  147  amends SFAS No. 144, Accounting for the Impairment or
Disposal  of  Long-Lived  Assets,  to  include  in  its  scope  long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor-  and  borrower-relationship  intangible  assets and credit cardholder
intangible  assets.  SFAS  No.  147's  transition  provisions  require  affected
institutions  to  reclassify their SFAS No. 72 goodwill as SFAS No. 142 goodwill
as  of  the date the Company initially applied SFAS No. 142 in its entirety. The
adoption  of  SFAS  No.  147  did not have any impact on the Company's financial
condition  or  results  of  operations.

In  November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and  Disclosure  Requirements  for  Guarantees, Including Indirect Guarantees of
Indebtedness  of  Others (FIN 45). FIN 45 requires that the guarantor recognize,
at  the  inception  of certain guarantees, a liability for the fair value of the
obligation undertaken in issuing such guarantee. FIN 45 also requires additional
disclosure  about  the  guarantor's obligations under certain guarantees that it
has  issued.  The  initial  recognition  and  measurement  provisions  of  this
interpretation  are  applicable  on  a prospective basis to guarantees issued or
modified  after  December 31, 2002 and the disclosure requirements are effective
after  December  15, 2002. The adoption of FIN 45 did not have a material impact
on  the  Company's  financial  condition  or  results  of  operations.

In  January  2003,  the  FASB  issued  Interpretation  No.  46, Consolidation of
Variable  Interest  Entities  and  Interpretation of ARB No. 51 (FIN 46). FIN 46
establishes the criteria for consolidating variable interest entities. FIN 46 is
effective  for fiscal years or interim periods beginning after June 15, 2003, to
variable  entities  that  were acquired before February 1, 2003. Management does
not  anticipate  that  FIN  46  will  have  a  material  impact on the Company's
financial  condition  or  results  of  operations.

Note  3  -  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,  2003 was $2,270,001 compared to $687,751 for the three months
ended  March  31,  2002.


                                        9
<PAGE>
Note  4  -  Stock-based  Compensation

In  December  2002,  the  FASB  issued  SFAS No. 148, Accounting for Stock-Based
Compensation  -  Transition  and Disclosure - an amendment of FASB Statement No.
123.  SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation,
to  provide  alternative  methods  of  transition for an entity that voluntarily
changes  to  the  fair value based method of accounting for stock-based employee
compensation.  It  also  amends  the  disclosure  provisions  of SFAS No. 123 to
require  prominent  disclosure  about  the  effects on reported net income of an
entity's  accounting  policy  decisions  with  respect  to  stock-based employee
compensation.  Finally,  SFAS  No.  148  also amends APB Opinion No. 28, Interim
Financial  Reporting,  to  require disclosure about those effects in the interim
financial  information.  The  Company  adopted  the  provisions  of SFAS No. 148
effective  December  31,  2002.

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, 2003 and 2002
is  indicated  below.

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                 March 31,
                                             2002         2001
                                          -----------  -----------
<S>                                       <C>          <C>
     Net income                           $1,852,187   $1,260,720
     Deduct: Total stock-based
         Compensation expense determined
         under fair value based method,
         net of related tax effect           (33,096)     (19,640)
                                          -----------  -----------
     Pro Forma                            $1,819,091   $1,241,080
                                          ===========  ===========

     Basic net income per share:
         As reported                      $     0.78   $     0.53
         Pro forma                        $     0.76   $     0.52

     Diluted net income per share:
         As reported                      $     0.77   $     0.53
         Pro forma                        $     0.76   $     0.52
</TABLE>


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

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 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  Georgia Bank Financial
Corporation  and  subsidiary conform to accounting principles generally accepted
in  the  United States of America accounting principles 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.


                                       11
<PAGE>
The Company segments its allowance for loan losses into the following five 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, and
5)  an  unallocated  amount.  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.  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 Bank's management.  However, it
is  the  Bank's  opinion  that  these  factors do represent uncertainties in the
Bank's  business  environment  that must be factored into the Bank's analysis of
the  allowance  for  loan  losses.  The  Bank  is  committed  to developing more
historical  data  in  the  future  to reduce the dependence on these qualitative
factors.  The  unallocated  component of the allowance is established for losses
that  specifically  exist  in the remainder of the portfolio, but have yet to be
identified.

Management  believes  that  the allowance for loan losses is adequate. While the
Company  has  71.67%  of  its  loan portfolio secured by real estate loans, this
percentage  is not significantly higher than in previous years.  Commercial real
estate  comprises  27.68 % 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  (18.67%)  has  been  an  increasingly important portion of the real
estate  loan  portfolio.  The  Company  carefully  monitors  the  loans  in this


                                       12
<PAGE>
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  12.69%  of the Company's portfolio consists of
consumer  loans.  Unsecured  loans  at  March  31, 2003 were $8.9 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 Bank's allowance for loan
losses.  Such  agencies  may  require  the  Bank  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 2003 was $1,852,000, which was
an  increase  of  $591,000  (46.9%) compared to net income of $1,261,000 for the
first  quarter  of  2002.  Basic net income per share for the three months ended
March  31, 2003 was $0.78 compared to $0.53 for the three months ended March 31,
2002.  The  increase  in  2003  compared  to  2002  was primarily a result of an
increase  in  the gain on sale of loans in the secondary market due to increased
home  purchases  and  refinancing  activity  in  the  first three months of 2003
compared to the comparable quarter of 2002, a decrease in the provision for loan
losses, and an increase in net interest income.  Due to the lower interest rates
in  2003, the Bank experienced a decrease in interest expense.  However, despite
the  lower  interest  rates, interest income increased due to the loan portfolio
growth.  The  income  growth discussed above was offset by increases in salaries
and employee benefits expenses due to higher commissions related to the increase
in  loan  originations of loans sold in the secondary mortgage market as well as
increased  personnel  to  support  growth.  Other  operating  expenses increased
$126,000,  primarily  due  to increases in professional fees, staff development,
and  loan  costs.

The  annualized return on average assets for the Company was 1.30% for the three
months  ended  March  31, 2003, compared to 1.04% for the same period last year.
The  increase  is  primarily  attributable  to  the increase in net income.  The
annualized  return  on  average  stockholders'  equity  was 15.67% for the three
months  ended  March  31,  2003  compared to 12.57% for the comparable period in
2002.

Total  assets  of $594.9 million at March 31, 2003 reflects an increase of $25.0
million  (4.4%)  from  year-end 2002. This increase is primarily attributable to
higher  loan,  investment  and  cash  and due from banks balances since December
2002.  Total  loans  at  March 31, 2003 were $408.3 million which represented an
increase  of $11.6 million (2.9%) from December 31, 2002.  Investment securities
increased $6.4 million (4.6%) from December 31, 2002 and cash and due from banks


                                       13
<PAGE>
increased  $6.1  million  (46.9%)  from  December  31,  2002.

Total  deposits  have  grown  $23.5  million (5.3%) since December 31, 2002. The
balance  of  securities  sold under repurchase agreements has decreased $104,000
(0.2%)  from  December  31,  2002.  Securities  sold under repurchase agreements
includes $11.0 million of repurchase agreements from SunTrust Robinson Humphrey.
Advances  from  the Federal Home Loan Bank have remained constant since December
31,  2002.

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

Net  interest  income  increased  $655,000  (14.0%) in the first quarter of 2003
compared  to  the  first quarter of 2002. Despite lower interest rates, interest
income  increased $376,000 (5.0%) during 2003 compared to 2002, due to increased
loan  volume.  Interest-earning assets at March 31, 2003 increased $82.1 million
(17.2%) over March 31, 2002.  Despite increased deposit volume, interest expense
on  deposits  decreased  $258,000 (11.5%) for the three-month period ended March
31,  2003  compared  to the three-month period ended March 31, 2002 due to lower
interest  rates.  A  $10.6  million increase in the average quarterly balance of
securities  sold  under  repurchase  agreements for the three-month period ended
March  31,  2003  resulted  in  increased  interest  expense  of  $25,000. Other
borrowings  expense  decreased  $45,000  in  2003  compared  to  2002 due to the
prepayment of a $5.0 million Federal Home Loan Bank advance with a 4.95% rate in
September 2002 and borrowed a $5.0 million advance with a 1.41% rate in December
2002.

The Company's net interest margin was 3.88% for the three months ended March 31,
2003  compared  to  4.07%  for  the  three  months  ended  March  31,  2002.

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

Noninterest  income  increased $761,000 (31.6%) for the three-month period ended
March  31,  2003  compared  to the three-month period ended March 31, 2002.  The
increase  in  noninterest  income  was primarily attributable to the increase in
gain on sale of mortgage loans in the secondary market, which increased $652,000
(57.4%)  for  the three months ended March 31, 2003 compared to the three months
ended  March  31,  2002.  This gain is attributable to increased mortgage volume
from  home  purchases  and  refinancing  activity  due  to the low interest rate
environment.  Service  charges  and  fees  on  deposits increased $52,000 (5.1%)
during  the  three  months  ended March 31, 2003 as compared to the three months
ended  March  31, 2002.  This is primarily attributable to increases in NSF fees
and  service charges due to increased deposit volume and increases in debit card
income  due  to  increased usage and deposit accounts.  Retail investment income
increased  $34,000  (60.7%)  and  trust income increased $27,000 (63.8%) in 2003
compared  to  2002,  both  attributable  to  increases  in  volume.


                                       14
<PAGE>
Noninterest  Expense
--------------------

Noninterest  expense increased $658,000 (14.5%) during the first quarter of 2003
compared to the first quarter of 2002. Salary and benefits expense accounted for
$517,000 of this increase.   Increases in salary and benefits expense are due to
higher commissions related to the increase in loan originations of loans sold in
the  secondary  mortgage market volume as well as the continued expansion in the
Company's local market that is reflected in additions to staff.  The increase in
other  operating  expenses  of $126,000 (11.0%) for the three months ended March
31,  2003  is  primarily  a  result  of  increased  professional expenses due to
increased  audit expenses related to FDICIA requirements and efficiency reviews,
increased  advisory  and  consulting  fees  and  directors fees, increased staff
development  due to seminars and staff training, and increased loan costs due to
increased  mortgage  origination  volume.

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

Income  taxes  in  the  first  quarter  of 2003 totaled $968,000, an increase of
$362,000 (59.7%) over the first quarter of 2002.  The effective tax rate for the
three  months  ended  March  31,  2003 was 34.3% compared to 32.5% for the three
months  ended  March  31, 2002.   The increase in the effective tax rate for the
first  quarter  of  2003  is  due  primarily to a decrease in tax-exempt income.

Asset  Quality
--------------

Table  1  shows  the  current and prior period amounts of non-performing assets.
Non-performing  assets  were  $2.7  million  at  March 31, 2003 compared to $1.9
million  at  December 31, 2002 and $2.1 million at March 31, 2002.  The ratio of
non-performing  assets  to  total loans and other real estate was 0.65% at March
31,  2003,  compared  to 0.48% at December 31, 2002 and 0.61% at March 31, 2002.
The  control  and monitoring of non-performing assets continues to be a priority
of  management.

Loans  past  due  90  days  or more and still accruing were $0 at March 31, 2003
compared  to  $0  at  December  31,  2002  and  $5,000  at  March  31,  2002.

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.

When reviewing the allowance for loan losses, it is important to understand to
whom the Company lends.  At March 31, 2003, the loan portfolio is comprised of
71.67% real estate loans, of which 18.67% constitutes construction and


                                       15
<PAGE>
acquisition and development loans.  Commercial, financial and agricultural loans
comprise 15.64%, and consumer loans comprise 12.69% of the portfolio.

The  allowance  for  loan  losses  is  based on a loan classification system and
consists  of  three  components:  the  general  reserve, specific reserve and an
unallocated  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.  In addition
to  these allocated reserves, the Company has established an unallocated reserve
of  $67,000  at  March  31,  2003.
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 $475,000
was charged to expense for the quarter ended March 31, 2003 compared to $670,000
for  the  quarter  ended  March  31,  2002.

At  March  31,  2003  the  ratio of allowance for loan losses to total loans was
1.67%  compared  to  1.65%  at  December  31,  2002 and 1.54% at March 31, 2002.
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, 2003 was 88.2% compared to
90.3%  at  December  31,  2002 and 88.9% at March 31, 2002.  The decrease in the
loan  to  deposit ratio from December 31, 2002 reflects the significant increase
in  deposits  in  the first quarter of 2002.  Deposits at March 31, 2003 include
$20.0  million of brokered certificates of deposit, a $5.0 million increase from
December  31,  2002.  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 has a federal funds
purchased accommodation with The Bankers Bank, Atlanta, Georgia, for advances up


                                       16
<PAGE>
to  $12,800,000  and  with  SunTrust  Bank,  Atlanta, Georgia for advances up to
$10,000,000.  The  Company  maintains  repurchase  lines of credit with SunTrust
Robinson Humphrey, Atlanta, Georgia, for advances up to $11,000,000 and with The
Bankers  Bank,  Atlanta,  Georgia, for advances up to $10,000,000.  At March 31,
2003,  securities  sold  under  repurchase  agreements included $11.0 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 8.2% at March 31, 2003 and December 31,
2002.  The  capital of the Company and the Bank exceeded all required regulatory
guidelines at March 31, 2003.  The Company's Tier 1 risk-based, total risk-based
and the leverage capital ratios were 10.07%, 11.33%, and 8.05%, respectively, at
March  31, 2003.  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 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  $80,543,000  at  March  31,  2003.  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.


                                       17
<PAGE>
<TABLE>
<CAPTION>
       Commitments and             Due in       Due in       Due in       Due in       Due in
   Contractual Obligations         1 Year      2 Years      3 Years      4 Years      5 Years
-----------------------------  ------------  -----------  -----------  -----------  -----------
<S>                            <C>           <C>          <C>          <C>          <C>
Lines of credit                $ 80,543,000        -            -            -            -
Lease agreements                    154,000      108,000       56,000       37,000       21,000
Deposits                        220,393,000   75,519,000   69,859,000   29,099,000   27,864,000
Securities sold under
   repurchase agreements         42,884,000        -            -            -            -
FHLB advances                     5,000,000        -            -            -            -
Other borrowings                    400,000        -            -            -            -
-----------------------------  ------------  -----------  -----------  -----------  -----------
   Total commitments and
      contractual obligations  $349,374,000  $75,627,000  $69,915,000  $29,136,000  $27,885,000
=============================  ============  ===========  ===========  ===========  ===========
</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 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.


                                       18
<PAGE>
<TABLE>
<CAPTION>
Table 1
-------

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

                                      Three Months Ended March 31,
                                      ----------------------------
PROFITABILITY                             2003          2002
-----------------------------            -------       -------
<S>                                      <C>           <C>
Return on average assets *                 1.30%         1.04%

Return on average equity *                15.67%        12.57%

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

Beginning balance, January 1,            $6,534        $5,109
Provision charged to expense                475           670
Recoveries                                  166           106
Loans charged off                           344           511
                                         -------       -------
Ending balance, March 31,                $6,831        $5,374
</TABLE>

<TABLE>
<CAPTION>
NON-PERFORMING ASSETS     March 31, 2003      December 31, 2002     March 31, 2002
---------------------
<S>                          <C>              <C>                  <C>
Non-accrual loans            $2,651           $1,897               $2,076
Other real estate owned           0                0                   51
                             ------           ------               ------
Total non-performing assets  $2,651           $1,897               $2,127
                             ======           ======               ======


LOANS PAST DUE 90 DAYS OR
MORE AND STILL ACCRUING          $0               $0                   $5
                             ======           ======               ======

<FN>
* Annualized
</TABLE>


                                       19
<PAGE>
<TABLE>
<CAPTION>
Table 2
-------

                       Georgia Bank Financial Corporation
                                       And
                           Georgia Bank & Trust Company
                         Regulatory Capital Requirements
                                  March 31, 2003
                             (Dollars in Thousands)


                            Actual            Required           Excess
                        Amount   Percent   Amount  Percent   Amount  Percent
                        -------  --------  ------  --------  ------  --------
<S>                     <C>      <C>       <C>     <C>       <C>     <C>
Georgia Bank Financial
   Corporation
Risk-based capital:
   Tier 1 capital       $46,475    10.07%  18,456     4.00%  28,019     6.07%
   Total capital         52,256    11.33%  36,913     8.00%  15,343     3.33%
Tier 1 leverage ratio    46,475     8.05%  23,105     4.00%  23,370     4.05%


Georgia Bank & Trust
   Company
Risk-based capital:
   Tier 1 capital       $44,752     9.73%  18,391     4.00%  26,361     5.73%
   Total capital         50,513    10.99%  36,782     8.00%  13,731     2.99%
Tier 1 leverage ratio    44,752     7.77%  23,040     4.00%  21,712     3.77%
</TABLE>


                                       20
<PAGE>
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As  of  March 31, 2003, 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, 2002.  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,  2002 included in the Company's 2002 annual report on
Form  10-K,  Item  7A.

Item  4.  Controls  and  Procedures

Within  90  days  prior  to  the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including  the  Company's  President  and  Chief  Executive Officer
(principal  executive  officer)  and  its  Executive  Vice  President  and Chief
Operating  Officer  (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-14.  Based upon that evaluation, such officers
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
or  material  weaknesses.


                                       21
<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

         Not  applicable

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

              3.1  Articles  of  Incorporation of the Company ((Incorporated by
              reference  from the Company's registration statement on Form SB-2
              filed  August  20,  1997  (Registration  No.  333-34037)).

              3.2  Bylaws  of  the  Company  (Incorporated  by reference to the
              Company's  Form  10-KSB,  dated  April  29,  1994).

          b)  Reports  on  Form  8-K

              None.


                                       22
<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 13, 2003                  By:  /s/ Ronald L. Thigpen
          ------------                     ------------------------------
                                             Ronald L. Thigpen
                                             Executive Vice President, Chief
                                             Operating Officer (Duly Authorized
                                             Officer of Registrant and Principal
                                             Financial Officer)



Each of the undersigned hereby certifies that this Quarterly Report on Form 10-Q
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and the information contained in such report
fairly represents, in all material respects, the financial condition and results
of operations of the Company.

This 13th day of May, 2003.

/s/ R. Daniel Blanton
---------------------
R. Daniel Blanton
President &
Chief Executive Officer
(Principal executive officer)

/s/ Ronald L. Thigpen
---------------------
Ronald L. Thigpen
Executive Vice President &
Chief Operating Officer
(Principal financial officer)


                                       23
<PAGE>
                                  Certification


I,  R.  Daniel  Blanton,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of Georgia Bank
     Financial  Corporation;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and


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<PAGE>
6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  May  13,  2003



     /s/ R. Daniel Blanton
     -------------------------------
     President & Chief Executive Officer


                                       25
<PAGE>
                                  Certification


I,  Ronald  L.  Thigpen,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of Georgia Bank
     Financial  Corporation;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report;

4.   The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other  certifying officer and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and


                                       26
<PAGE>
     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officer  and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  May 13, 2003



     /s/ Ronald L. Thigpen
     --------------------------
     Executive Vice President &
     Chief Operating Officer
     (Principal Financial Officer)


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