SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934

For the fiscal year ended March 31, 1998     OR
                          --------------

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

For the transition period from _______________ to ______________________

Commission File Number:  333-4304
                         --------

                           FIRST CITIZENS CORPORATION
                           --------------------------
                 (Name of Small Business Issuer in its Charter)

               Georgia                            58-2232785
               -------                            ----------
     (State or other jurisdiction                 (I.R.S. Employer
    of Incorporation or Organization)             Identification Number)

     19 Jefferson Street, Newnan, Georgia             30263
     ------------------------------------             -----
  (Address of Principal Executive Offices)          (Zip Code)

Issuer's telephone number: (770) 253-5017
                           --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
                                                            ---------------
par value $1.00 per share 
-------------------------

Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Securities Exchange Act of 1934 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 
   ---    ----

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The registrant's revenues for the fiscal year ended March 31, 1998 were
$34,731,896.

The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the closing sales price of the registrant's common stock as
quoted on the Nasdaq Stock Market under the symbol "FSTC" on May 29, 1998, was
$89,086,449 (2,794,869 shares at $31.875 per share).


As of June 1, 1998, there were issued and outstanding 2,794,869 shares of the
registrant's Common Stock.

<PAGE>


                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 1998 Annual Report to Shareholders (the "Annual
Report") are incorporated by reference into Parts I and II of this report and
portions of the Registrant's Proxy Statement (the "Proxy Statement") for the
1998 Annual Meeting of Shareholders are incorporated by reference into Part III
of this report.



<PAGE>



                               TABLE OF CONTENTS

                                                              Page

PART I ........................................................  4   

Item 1. Business ..............................................  4

Item 2. Properties ............................................ 19

Item 3. Legal Proceedings ..................................... 21

Item 4. Submission of Matters to a Vote of Security Holders ... 21

PART II ....................................................... 22

Item 5. Market for the Registrant's Common Stock and Related
        Security Holder Matters ............................... 22

Item 6. Management's Discussion and Analysis of Results of
        Operations and Financial Condition .................... 22

Item 7. Consolidated Financial Statements ..................... 22

Item 8. Changes in and Disagreements with Accountants on    
         Accounting and Financial Disclosure .................. 22

PART III ...................................................... 23

Item 9. Directors, Executive Officers, Promoter and Control
        Persons; Compliance with Section 16(a) of the Exchange
        Act ................................................... 23

Item 10.Executive Compensation ................................ 23

Item 11. Security Ownership of Certain Beneficial Owners
         and Management ....................................... 23

Item 12. Certain Relationships and Related Transactions ....... 23

PART IV ....................................................... 24

Item 13. Exhibits, List and Reports on Form 8-K ............... 24

SIGNATURES .................................................... 26

<PAGE>

                                     PART I

Item 1. Business
----------------

General

First Citizens Corporation (the "Company") is a Georgia corporation and a
bank/thrift holding company located on the southside of the Metropolitan Atlanta
area. The Company provides financial services through its three subsidiary
financial institutions (the "Banks") which offer a variety of banking and other
financial services to individuals and businesses. Its market area includes
Coweta, Fayette, Henry, Clayton and Troup Counties, Georgia.


The Company was formed on August 22, 1996 when Newnan Savings Bank, FSB (now
known as First Citizens Bank) reorganized itself into a holding company, Newnan
Holdings, Inc. (now known as First Citizens Corporation). In this
reorganization, each shareholder of Newnan Savings Bank received stock in the
new parent company on a one-for-one basis. At the same time, Newnan Holdings
merged with Southside Financial Group, Inc., the parent company of Citizens Bank
and Trust of Fayette County (now known as First Citizens Bank of Fayette
County), issuing 136,990 shares to Southside shareholders. As of March 31, 1997
the Company acquired all the outstanding stock of Tara Bankshares Corporation,
the parent company of Tara State Bank (now known as First Citizens Bank of
Clayton County), issuing 221,773 shares of its stock to Tara shareholders.

On January 14, 1997 Newnan Holdings, Inc. changed its name to First Citizens
Corporation and Newnan Savings Bank, FSB changed its name to First Citizens
Bank. On February 7, 1997 Citizens Bank and Trust of Fayette County changed its
name to First Citizens Bank of Fayette County. On August 13, 1997, the Tara
State Bank changed its name to First Citizens Bank of Clayton County.

First Citizens Bank-Newnan is a federally chartered thrift located in Newnan,
Georgia. It was chartered by the State of Georgia in 1927 as Newnan Building and
Loan and converted to a federal charter in 1955. It maintains a total of seven
offices in Newnan, Peachtree City, LaGrange, and Hogansville, Georgia.


First Citizens Bank of Fayette County is a full-service state chartered
commercial bank located in Fayetteville, Georgia. It was chartered in 1991 and
maintains one office.

First Citizens Bank of Clayton County is also a full-service state chartered
commercial bank located in Riverdale, Georgia. It was chartered in 1984 and
maintains a branch office in Jonesboro, Georgia.


The Company offers mortgage banking services through Citizens Mortgage Group, 
Inc., an operating subsidiary of First Citizens Bank-Newnan. Citizens Mortgage
Group was organized in 1993 and presently has loan origination offices in
Fayetteville, Stockbridge, and Jefferson, Georgia.

Real estate appraisal services are offered through Newnan Financial Services,
Inc., a wholly owned subsidiary of First Citizens Bank-Newnan. In addition,
through Newnan Financial's subsidiary, Jefferson Ventures, Inc., real estate
development was formerly carried out at White Oak, a golf and lake community in
Newnan Georgia. Currently, Jefferson Ventures is selling its remaining tracts
of undeveloped land.


                                       4
<PAGE>


Selected Consolidated Financial Data

The information contained in the table captioned "Selected Financial Data" on
page 4 of the Company's Annual Report is incorporated herein by reference.

Lending Activities

Loan Portfolio Analysis. The Company makes real estate-mortgage loans, real
estate-construction loans, commercial loans, and consumer and other loans. Such
loans constituted 45%, 30%, 17% and 8%, respectively, of the Company's total
loans at March 31, 1998 and 60%, 25%, 10% and 5%, respectively, at March 31,
1997. Information with respect to the composition of the Company's loan
portfolio by type of loan is contained on page 12 of the Company's Annual Report
and is incorporated herein by reference. Information with respect to the dollar
amounts of loans maturing in the Company's loan portfolio based on contractual
terms to maturity is contained on page 12 of the Company's Annual Report and is
incorporated herein by reference.

Residential and Commercial Real Estate Loans. The primary lending activity of
the Company is the granting of conventional loans to enable borrowers to
purchase existing homes. At March 31, 1998, approximately 31.70% of the
Company's total loan portfolio consisted of loans secured by residential
dwellings (excluding loans held for sale).

The Company's lending policies generally limit the maximum loan-to-value ratio
on residential mortgage loans to 95% of the lesser of the appraised value or
purchase price, with the condition that private mortgage insurance be required
on any home loans with loan-to-value ratios in excess of 80%. Non-owner
occupied residential loans are made up to 80% of the lesser of the appraised
value or purchase price. Multifamily residential and commercial real estate
loans and unimproved real estate loans generally do not exceed 75% of value.

The loan-to-value ratio, maturity and other provisions of the loans made by the
Company have generally reflected the policy of making less than the maximum loan
permissible under applicable regulations, in accordance with sound lending
practices, market conditions, and underwriting standards established by the
Company. Mortgage loans made by the Company are generally long-term loans,
amortized on a monthly basis, with principal and interest due each month. The
initial contractual loan payment period for residential loans typically ranges
from 15 to 30 years. The Company's experience indicates that real estate loans
remain outstanding for significantly shorter periods than their contractual
terms. Borrowers may refinance or prepay loans at their option.

For loans held in its portfolio, the Company offers adjustable rate mortgages
that have rate adjustments each year based upon one-year Treasury securities.
The interest rates on these mortgages are adjustable once a year with
limitations on upward adjustments of 2% per year and 6% over the life of the
loan. The Company also offers loans which adjust a maximum 1% per year and 4%
over the life of the loan with an option in which the borrower can convert to a
30 year fixed-rate loan at 1/2% above the market rate at the time of conversion.

Commercial property loans, including loans secured by multifamily apartment
projects with more than four units, constituted approximately 22.4% of the
Company's loan portfolio at March 31, 1998. These loans are typically secured by
improved real estate located in the Company's primary lending area. Permanent
commercial loans are made up to 75% of the appraised value of the property and
generally have a 20-year amortization and five-year balloon payment or interest
rates that adjust monthly. Although

                                       5
<PAGE>


commercial real estate loans typically have shorter terms to maturity and higher
interest rates than residential mortgage loans, they also involve greater credit
risks than certain residential mortgage loans. Commercial real estate and
construction mortgage loans may involve large loan balances to single borrowers
or to groups of related borrowers. In addition, payment experience on loans
secured by income producing properties is typically dependent on the successful
operation of the properties and thus may be subject to a greater extent to
adverse conditions in the real estate market or in the economy generally.
Although adjustable rate commercial real estate loans provide certain benefits
to the Company's asset/liability management policy, they also pose potential
credit risks to the Company. Specifically, as interest rates rise, the
underlying payment by the borrower also rises, possibly increasing the potential
for default. At the same time, the marketability of the underlying property may
be adversely affected by higher interest rates.

All improved real estate which serves as loan security to the Company must be
insured in the amount, and by such companies as may be approved by the Company,
against fire, extended coverage, vandalism, malicious mischief and other
hazards. Such insurance must be maintained through the entire term of the loan
and in an amount not less than the amount necessary to pay the Company's
indebtedness in full.

Construction Loans. The Company provides construction financing for single
family dwellings. At March 31, 1998, the Company had construction loans (net of
undisbursed amounts) of approximately 30% of total loans outstanding.

The Company's general practice is to provide construction loan financing for a
relatively small number of builder-developers. The Company's policy is to grant
single family construction loans up to 80% of the appraised value for an
individual's personal residence and up to 75% for builders. Construction loans
generally are made for a six-month to one-year term. This period may be extended
subject to negotiation and the payment of an extension fee. Interest rates on
loans made to builders are tied to a published prime rate. The interest rate on
other types of construction loans are also tied to a published prime rate.

Construction financing is generally considered to involve a higher degree of
credit risk than long term financing of residential properties. The risk of loss
on a construction loan is dependent largely upon the accuracy of the initial
estimate of the property's value at completion of construction or development
and the estimated cost (including interest) of construction. If the estimate of
construction cost and the salability of the property upon completion of the
project prove to be inaccurate, the lender may be required to advance funds
beyond the amount originally committed to permit completion of the development.
If the estimate of value proves to be inaccurate, the lender may be confronted,
at or prior to the maturity of the loan, with a project with a value that is
insufficient to assure full repayment. The Company addresses these risks by
providing advances on construction loans only after the project has been
inspected by a party independent of the lending function. These advances are
computed as a percentage of the loan amount (rather than the builders' out of
pocket costs) and are dependent on the completion of certain phases of
construction. If these advances are not sufficient to enable the builder to make
payment to suppliers and subcontractors, the Company can become aware of such
problems through liens placed against the property or by complaints received
directly by the supplier or subcontractor involved. In these instances, the
Company can address the situation by ceasing to advance additional funds until
the problem is resolved, and if necessary, by ultimately foreclosing on the
property.

The Company's underwriting criteria are designed to evaluate and minimize the
risks of each construction loan. Among other things, the Company considers
evidence of the availability of permanent financing or a takeout commitment to
the borrower, the reputation of the borrower and his or her financial condition,
the amount of the borrower's equity in the project, an independent appraisal and
review of cost estimates,


                                       6
<PAGE>



pre-construction sale and leasing information, and cash flow projections of the
borrower. The Company sets a limit for the amount of speculative construction
loans each builder may have outstanding from the Company. As applications are
received from builders for such loans, their total inventory of speculative
loans (from both the Company and other lenders) is evaluated in terms of both
the dollars outstanding and the turnover rate the builder has experienced on
speculative homes built. If judged to be excessive, the loan is denied.

Commercial Loans. The Company's commercial lending includes loans to smaller
business ventures, credit lines for working capital and short-term seasonal or
inventory financing, as well as occasional letters of credit. Commercial
borrowers typically secure their loans with assets of the business as well as
personal guaranties of their principals, often secured by second mortgages on
their residences. The Company has made a significant amount of commercial loans
which are classified as real estate loans because their security is improved
commercial property, the purchase or improvement of which is often financed with
the loan proceeds. Risks associated with these loans can be significant. Risks
include, but are not limited to, fraud, bankruptcy, economic downturn,
deteriorated or non-existing collateral, and changes in interest rates.

The Company sells participation interests in loans to other lenders when a loan
exceeds the Company's legal lending limits or in other cases, typically the
secured portion of a Small Business Administration ("SBA") guaranteed loan, when
the Company deems sale appropriate. Risks associated with SBA loans include, but
are not limited to, credit risk (for example, fraud, bankruptcy, economic
downturn, deteriorated or non-existing collateral and changes in interest rates)
and operational risks (for example, failure of the Company to adhere to SBA
funding and servicing requirements in order to secure and maintain the SBA
guarantees and servicing rights).

Consumer and Other Loans. Federal regulations limit the secured and unsecured
consumer loans made by First Citizens Bank-Newnan, as a federal thrift
institution, to 30% of the institution's assets. In addition, a federal thrift
institution has lending authority above the 30% category for certain consumer
loans, such as home equity loans, property improvement loans, mobile home loans
and loans secured by savings accounts. These percentage-of-assets limitations do
not apply to loans made by First Citizens Bank of Fayette County or by First
Citizens Bank of Clayton County. The consumer loans granted by the Company
include loans on automobiles, and other consumer goods, as well as education
loans, and loans secured by savings accounts. The Company generally limits the
loan-to-value ratios on its secured consumer loans to 80%. The Company has
originated second mortgage loans for home improvement and other purposes. These
loans generally have a 15 year amortization and are renegotiable in five years
or have a seven year term with a fixed rate of interest. The Company limits the
loan-to-value ratios on its second mortgage loans to 80%. As of March 31, 1998,
consumer loans (which include second mortgage loans and home improvement loans)
and other secured consumer loans amounted to approximately 8% of the Company's
total loan portfolio. The Company believes that the shorter term and the
normally higher interest rates available on these types of loans have been
helpful in maintaining a profitable spread between the Company's average loan
yield and its cost of funds.

Loan Purchases and Sales. The Company has engaged in selling certain loans it
has originated in the secondary market. Such loans sold are generally
fixed-rate, long term mortgage loans. These sales, which are without recourse,
have been made to the Federal Home Loan Mortgage Corporation and the Federal
National Mortgage Association, both of which are quasi-governmental agencies
that purchase residential mortgage loans from federally insured financial
instititutions and certain other lenders. In connection with such sales, the
Company may retain the servicing of the loans (i.e., collection of principal and
interest payments), for which it generally receives a fee payable monthly based
on the margin between the stated


                                       7
<PAGE>

rates of the underlying loans and the rates paid to the investors in the loans.
Additionally, the Company sells loans to other investors on a servicing-released
basis in which an additional fee is paid by the investor for the transfer of the
servicing rights. During the year ended March 31, 1998, the Company sold $69.8
million of loans as compared to $55.7 million during the comparable period in
1997.

The sale of loans reduces the Company's risk to an increase in the interest
rates it pays for funds while holding long term, fixed-rate loans in its
portfolio and allows the Company to continue to make loans during periods when
deposit flows decline or funds are not otherwise available for lending purposes.

Loan Origination and Other Fees. In addition to interest earned on loans, the
Company receives loan origination fees or "points" for originating loans. Loan
points are a percentage of the principal amount of the mortgage loan which are
charged to the borrower for creation of the loan. To the extent that loans are
originated or acquired for the portfolio, generally accepted accounting
principles ("GAAP") limit immediate recognition of loan origination or
acquisition fees as revenues and requires that such income (net of certain loan
origination or acquisition costs) be deferred and amortized as an adjustment of
yield over the life of the loan using a method which approximates the level
yield method. Any deferred fees may be recognized immediately when the related
loan is sold.

The Company's loan origination fees are generally 1% to 1-1/2% on conventional
residential mortgages and 1% to 2% for commercial real estate loans. The total
amount of deferred loan fees at March 31, 1998, was $780,556.

The Company also receives other fees and charges relating to existing loans,
which include prepayment penalties, late charges, and fees collected in
connection with a change in borrower or other loan modifications.

Problem Assets and Their Classification. Information with respect to the
Company's non-performing assets at March 31, 1998, 1997, 1996, 1995, and 1994 is
set forth on page 8 in the Company's Annual Report and is incorporated herein
by reference.

An analysis of the Company's allowance for loan losses for the years ended March
31, 1998, 1997, 1996, 1995, and 1994 is included on page 9 of the Company's
Annual Report and is incorporated herein by reference.

Information with respect to the allocation of the allowance for loan losses by
type of loan as of March 31, 1998 and 1997 is found on page 9 in the Company's
Annual Report and is incorporated herein by reference. Management believes that
the allowance can be allocated by category only on an approximate basis. The
allocation of the allowance to each category is not necessarily indicative of
future losses and does not restrict the use of the allowance to absorb losses in
any category. The Board of Directors establishes an allowance for loan losses
each year based on recommendations of management. As of March 31, 1998 the
allowance for losses on loans was 1.47% of outstanding loans.

Over the years, there has been a greater level of scrutiny by regulatory
authorities of the loan portfolios of financial institutions, undertaken as a
part of the examination of the institutions by the FDIC, OTS, or other federal
or state regulators. Results of examinations indicate that these regulators may
be applying more conservative criteria in evaluating real estate values,
requiring significantly increased provisions for probable loan losses. While the
Company believes it has established its existing allowance for loan losses in
accordance with generally accepted accounting principles at March 31, 1998,
there can be no assurance



                                       8
<PAGE>

that regulators, when reviewing the Company's loan portfolio in the future, will
not request the Company to increase its allowance for loan losses, thereby
adversely affecting its earnings.

Investment Activities

Interest income from cash deposits and securities generally provides the second
largest source of income for the Company after interest payments on loans. At
March 31, 1998, the Company's securities portfolio consisted primarily of U.S.
Government and agency securities, state and municipal securities,
mortgage-backed securities, and equity securities (primarily stock in the FHLB
of Atlanta). For additional information concerning the Company's investment
securities portfolio, see Note 2 of "Notes to Consolidated Financial Statements"
on page 23 of the Company's Annual Report.

The Company is required under federal regulations to maintain a minimum amount
of liquid assets which may be invested in specified short term securities and is
also permitted to make certain other investments. Information with respect to
the Company's liquidity levels is found on page 13 in the Company's Annual
Report and is incorporated herein by reference.

Deposit Activities and Other Sources of Funds

Deposits are the major source of the Company's funds for lending and other
investment purposes. In addition to deposits, the Company derives funds from
loan principal repayments, interest payments, and advances from the FHLB of
Atlanta. Loan repayments and interest payments are a relatively stable source of
funds, while deposit inflows and outflows are significantly influenced by
general interest rates and money market conditions. Borrowings, including
repurchase agreements, may be used on a short term basis to compensate for
reductions in the availability of funds from other sources. They may also be
used on a longer term basis for general business purposes.

A summary of time deposits by maturity as of March 31, 1998 is incorporated by
reference and is found on page 13 of the Company's Annual Report.

Borrowings. Deposit accounts are the primary source of funds of the Company's
lending and investment activities and for its other general business purposes.
However, during periods when the supply of lendable funds cannot meet the demand
for such loans, the FHLB System seeks to provide a portion of the funds
necessary through loans (advances) to its members. The FHLB of Atlanta has
served as the primary borrowing source for First Citizens Bank-Newnan and First
Citizen Bank of Fayette County. Advances are made on a secured basis.

The FHLB functions as a central reserve bank providing credit for member
financial institutions. As members, First Citizens Bank-Newnan and First
Citizens Bank of Fayette County are required to own capital stock in the FHLB of
Atlanta and are authorized to apply for advances on the security of such stock
and certain of their home mortgages and other assets (principally, securities
which are obligations of, or guaranteed by, the United States) provided certain
standards related to creditworthiness have been met. Advances are made pursuant
to several different programs. Each credit program has its own interest rate and
range of maturities. Depending on the program, limitations on the amount of
advances are based either on a fixed percentage of an institution's net worth or
on the FHLB's assessment of the institution's creditworthiness.

Information with respect to short term borrowings can be found on page 13 in
the Company's Annual Report and is incorporated herein by reference.



                                       9
<PAGE>

Yields Earned and Rates Paid

The earnings of the Company depend significantly upon the difference between the
income it receives from its loan and investment portfolios and its cost of
money, consisting of the interest paid on deposit accounts and borrowings, if
any.

For yield and rate information, refer to Table 1, "Analysis of Net Interest
Income," on page 6 of the Company's Annual Report which is incorporated herein
by reference.

Information regarding changes in interest income and expense for the Company is
provided in Table 2, "Analysis of Changes in Net Interest Income," on page 7
of the Company's Annual Report and is incorporated herein by reference.

Information with respect to certain performance ratios of the Company for the
years ended March 31, 1998 and 1997 can be found on page 7 of the Company's
Annual Report and is incorporated herein by reference.

Subsidiary Activity

First Citizens Bank-Newnan is permitted to invest an amount equal to 2% of its
assets in its service corporations, with an additional investment of 1% of
assets where such investment serves primarily community, inner-city and
community development purposes. In addition, federal savings institutions
meeting regulatory capital requirements and certain scheduled items tests may
invest up to 50% of their current risk-based capital in conforming first
mortgage loans to service corporations. Under such limitations, at March 31,
1998 First Citizens Bank-Newnan was authorized to invest up to approximately
$12.8 million in the stock of, or loans to, service corporations. The Company's
investments in its subsidiaries continues to be less than the limit permitted by
OTS regulations.

Newnan has one wholly owned service corporation, Newnan Financial Services, Inc.
Newnan Financial Services owns Jefferson Ventures, Inc., which consists of the
White Oak residential development. White Oak consists of property located in
Coweta County that was acquired in July 1984. This property originally included
approximately 3,500 acres, 150 lots, a 53,000 square foot building, marketable
timber on approximately 1700 acres of the 3500 acres, a swimming pool and tennis
courts. This area is a planned housing community with a golf course (36 holes),
swimming pool, tennis courts and lakes. Additional information concerning the
Company's real estate development activities is provided on page 10 of the
Company's Annual Report and is incorporated herein by reference.

Competition

The Company faces strong competition in the attraction of deposits (its primary
source of lendable funds) and in the origination of loans. Its most direct
competition for deposits and loans has historically come from other financial
institutions in the southern Metropolitan Atlanta area. Particularly in times of
high interest rates, the Company faces additional significant competition for
inventors' funds from short-term money market securities and other corporate and
government securities. The Company's competition for loans comes principally
from other financial institutions, mortgage banking companies and other
providers of financial services.

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<PAGE>

The Company competes for loans principally through the interest rates and loan
fees it charges and the efficiency and quality of the services it provides
borrowers, real estate brokers, and home builders. It competes for deposits by
offering depositors and wide variety of accounts, convenient office locations,
tax-deferred retirement programs, and other miscellaneous services.

Personnel

As of March 31, 1998 the Company had 141 full-time equivalent employees. The
employees are not represented by a collective bargaining agreement. The Company
believes its employee relations are good.

Strategic Plan

A substantial portion of the growth of the Company during fiscal 1997 was
through the acquisition of other financial institutions. As part of its ongoing
strategic plan, the Company continually evaluates business combination
opportunities and frequently conducts due diligence activities in connection
with possible business combinations. As a result, business combination
discussions and, in some case, negotiations take place, and future business
combinations involving cash, debt, or equity securities can be expected. Any
future business combination or series of business combinations that the Company
might undertake may be material, in terms of assets acquired or liabilities
assumed, to the Company's financial condition. Recent business combinations in
the banking industry have typically involved the payment of a premium over book
and market values. This practice could result in dilution of book value and net
income per share for the acquirer. It is the Company's practice to avoid
possible dilution except where projections indicate a relatively short pay back
period.

Forward Looking Statements

This Annual Report on Form 10-KSB, other periodic reports filed by the Company
under the Securities Exchange Act of 1934, as amended, and any other written or
oral statements made by or on behalf of the Company may include forward looking
statements which reflect the Company's current views with respect to future
events and financial performance. Such forward looking statements are based on
general assumptions and are subject to various risks, uncertainties, and other
factors that may cause actual results to differ materially from the views,
beliefs, and projections expressed in such statements. These risks,
uncertainties and other factors include, but are not limited to:

         (a)   Possible changes in economic and business conditions that may
               affect the prevailing interest rates, the prevailing rates 
               of inflation, or the amount of growth, stagnation, or recession
               in the global, U.S., and southeastern U.S. economies, the value
               of investments, collectability of loans, and the profitability of
               business entities;

         (b)   Possible changes in monetary and fiscal policies, laws, and
               regulations, and other activities of governments, agencies, and
               similar organizations;

         (c)   The effects of easing of restrictions on participants in the
               financial services industry, such as banks, securities brokers
               and dealers, investment companies, and finance companies, and
               attendant changes in patterns and effects of competition in the
               financial services industry.

         (d)   The cost and other effects of legal and administrative cases and
               proceedings, claims, settlements, and judgments;

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<PAGE>

         (e)   The ability of the Company to achieve the earnings expectations
               related to the acquired operations of recently-completed and
               pending acquisitions, which depends on a variety of factors,
               including (i) the ability of the Company to achieve the
               anticipated cost savings and revenue enhancements with respect to
               the acquired operations, (ii) the assimilation of the acquired
               operations to the Company's corporate culture, including the
               ability to instill the Company's credit practices and efficient
               approach to the acquired operations, (iii) the continued growth
               of the markets in which the Company operates consistent with
               recent historical experience, (iv) the absence of material
               contingencies related to the acquired operations, including asset
               quality and litigation contingencies, and (v) the Company's
               ability to expand into new markets and to maintain profit margins
               in the face of pricing pressures.

The words "believe", "expect", "anticipate", "project", and similar expressions
signify forward looking statements. Readers are cautioned not to place undue
reliance on any forward looking statements made by or on behalf of the Company.
Any such statements speaks only as of the date the statement was made. The
Company undertakes no obligation to update or revise any forward looking
statements.

Supervision and Regulation
--------------------------

         The following discussion sets forth the material elements of the
regulatory framework applicable to bank holding companies and their bank and
thrift subsidiaries and provides certain specific information related to the
Company.

General. The Company is a bank holding company registered with the Board of
Governors of the Federal Reserve System (the "Federal Reserve") under the Bank
Holding Company Act of 1956, as amended (the "BHC Act"). As such, the Company
and, if applicable, its non-bank subsidiaries are subject to the supervision,
examination, and reporting requirements of the BHC Act and the regulations of
the Federal Reserve. In addition, as a savings and loan holding company, the
Company is also registered with the Office of Thrift Supervision ("OTS") and is
subject to the regulation, supervision, examination, and reporting requirements
of the OTS.

         The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before: (a) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or control
more than 5% of the voting shares of the bank; (b) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the
assets of any bank; or (c) it may merge or consolidate with any other bank
holding company.

         The BHC Act further provides that the Federal Reserve may not approve
any transaction that would result in a monopoly or would be in furtherance of
any combination or conspiracy to monopolize or attempt to monopolize the
business of banking in any section of the United States, or the effect of which
may be substantially to lessen competition or to tend to create a monopoly in
any section of the country, or that in any other manner would be in restraint of
trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community to be served. The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served. Consideration of financial resources generally focuses on capital
adequacy and consideration of convenience and needs issues including the
parties' performance under the Community Reinvestment Act of 1977 (the "CRA"),
both of which are discussed below.

         The BHC Act, as amended by the interstate banking provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking Act"), which became effective on September 29, 1995,
repealed the prior statutory restrictions on interstate acquisitions of banks by
bank holding companies, such that the Company, and any other bank holding
company located in Georgia may now acquire a bank located in any other state,
and any bank holding company located outside Georgia may lawfully acquire any
Georgia-based bank, regardless of state law to the contrary, in either case
subject to certain deposit-percentage, aging requirements, and other
restrictions. The Interstate Banking Act also generally provides that, as of
June 1, 1997, national and state-chartered banks may branch interstate through
acquisitions of banks in other states. By adopting legislation prior to that
date, a state had the ability either to "opt in" and 


                                       12
<PAGE>

accelerate the date after which interstate branching is permissible or "opt out"
and prohibit interstate branching altogether.

        In response to the Interstate Banking Act, the Georgia General Assembly
adopted the Georgia Interstate Banking Act, which was effective on July 1, 1995.
The Georgia Interstate Banking Act provides that (a) interstate acquisitions by
institutions located in Georgia will be permitted in states that also allow
national interstate acquisitions and (b) interstate acquisitions of institutions
located in Georgia will be permitted by institutions in states that allow
national interstate acquisitions.

         Additionally, on January 26, 1996, the Georgia General Assembly adopted
the Georgia Interstate Branching Act which permits Georgia-based banks and bank
holding companies owning or acquiring banks outside of Georgia and all
non-Georgia banks and bank holding companies owning or acquiring banks in
Georgia to merge any lawfully acquired bank into an interstate branch network.
The Georgia Interstate Branching Act also allows banks to establish de novo
branches on a limited basis as of July 1, 1996. Beginning July 1, 1998, the
number of de novo branches that may be established will no longer be limited.

         The BHC Act generally prohibits the Company from engaging in activities
other than banking or managing or controlling banks or other permissible
subsidiaries and from acquiring or retaining direct or indirect control of any
company engaged in any activities other than those activities determined by the
Federal Reserve to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In determining whether a particular
activity is permissible, the Federal Reserve must consider whether the
performance of such an activity reasonably can be expected to produce benefits
to the public, such as greater convenience, increased competition, or gains in
efficiency, that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest, or unsound
banking practices. For example, factoring accounts receivable, acquiring or
servicing loans, leasing personal property, conducting discount securities
brokerage activities, performing certain data processing services, acting as
agent or broker in selling credit life insurance and certain other types of
insurance in connection with credit transactions, and performing certain
insurance underwriting activities all have been determined by the Federal
Reserve to be permissible activities of bank holding companies. The BHC Act does
not place territorial limitations on permissible non-banking activities of bank
holding companies. Despite prior approval, the Federal Reserve has the power to
order a holding company or its subsidiaries to terminate any activity or to
terminate its ownership or control of any subsidiary when it has reasonable
cause to believe that continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness, or stability of
any bank subsidiary of that bank holding company.

         The bank and thrift subsidiaries of the Company are members of the
Federal Deposit Insurance Corporation (the "FDIC"), and as such, their deposits
are insured by the FDIC to the maximum extent provided by law. Such subsidiaries
are also subject to numerous state and federal statutes and regulations that
affect their businesses, activities, and operations, and they are supervised and
examined by one or more state or federal bank regulatory agencies.

                                       13
<PAGE>

         All of the Company's depository institution subsidiaries that are
state-chartered banks and are not members of the Federal Reserve System are
subject to supervision and examination by the FDIC and the Georgia Department of
Banking and Finance. The Company's subsidiary that is a federal savings bank is
subject to regulation, supervision, and examination by the OTS and the FDIC. The
federal banking regulator for each of the Company's subsidiaries, as well as the
Georgia Department of Banking and Finance for each of the subsidiary banks that
is a state chartered bank, regularly examines the operations of the subsidiary
banks and is given authority to approve or disapprove mergers, consolidations,
the establishment of branches, and similar corporate actions. The federal and
state banking regulators also have the power to prevent the continuance or
development of unsafe or unsound banking practices or other violations of law.

         Payment of Dividends. The Company is a legal entity separate and
distinct from its subsidiaries. The principal sources of cash flow of the
Company, including cash flow to pay dividends to its shareholders, are dividends
by its bank and thrift subsidiaries. There are statutory and regulatory
limitations on the payment of dividends by such subsidiaries to the Company as
well as by the Company to its shareholders.

         As to the payment of dividends, all of the Company's depository
institution subsidiaries that are state nonmember banks are subject to the laws
and regulations of the state of Georgia and to the regulations of the FDIC. The
Company's depository institution subsidiary that is a federal savings bank is
subject to the OTS' capital distributions regulation.

         If, in the opinion of the applicable federal banking regulator, a
depository institution under its jurisdiction is engaged in or is about to
engage in an unsafe or unsound practice (which, depending on the financial
condition of the depository institution, could include the payment of
dividends), such authority may require, after notice and hearing, that such
institution cease and desist from such practice. The federal banking agencies
have indicated that paying dividends that deplete a depository institution's
capital base to an inadequate level would be an unsafe and unsound banking
practice. Under the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), a depository institution may not pay any dividend if payment
would cause it to become undercapitalized or if it already is undercapitalized.
See "-- Prompt Corrective Action." Moreover, the federal agencies have issued
policy statements that provide that bank holding companies and insured banks
should generally only pay dividends out of current operating earnings.

         At March 31, 1998, under dividend restrictions imposed under federal
and state laws, the bank and thrift subsidiaries of the Company, without
obtaining governmental approvals, could declare aggregate dividends to the
Company of up to approximately $4,587,000.

         The payment of dividends by the Company and its subsidiaries may also
be affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.

         Capital Adequacy. The Company and its depository institution
subsidiaries are required to comply with the capital adequacy standards
established by the Federal Reserve and the appropriate federal banking regulator
in the case of its depository institution subsidiaries. There are two basic


                                       14
<PAGE>

measures of capital adequacy for bank holding companies that have been
promulgated by the Federal Reserve: a risk-based measure and a leverage measure.
All applicable capital standards must be satisfied for a bank holding company to
be considered in compliance.

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

         The minimum guideline for the ratio (the "Total Risk-Based Capital
Ratio") of total capital ("Total Capital") to risk-weighted assets (including
certain off-balance-sheet items, such as standby letters of credit) is 8%. At
least half of Total Capital must comprise common stock, minority interests in
the equity accounts of consolidated subsidiaries, noncumulative perpetual
preferred stock, and a limited amount of cumulative perpetual preferred stock,
less goodwill and certain other intangible assets ("Tier 1 Capital"). The
remainder may consist of subordinated debt, other preferred stock, and a limited
amount of loan loss reserves ("Tier 2 Capital"). At March 31, 1998, the
Company's consolidated Total Risk-Based Capital Ratio and its Tier 1 Risk-Based
Capital Ratio (i.e., the ratio of Tier 1 Capital to risk-weighted assets) were
12.60% and 11.35%, respectively.

         In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio (the "Leverage Ratio") of Tier 1 Capital to average assets, less goodwill
and certain other intangible assets, of 3% for bank holding companies that meet
certain specified criteria, including having the highest regulatory rating. All
other bank holding companies generally are required to maintain a Leverage Ratio
of at least 3%, plus an additional cushion of 100 to 200 basis points. The
Company's Leverage Ratio at March 31, 1998 was 8.40%. The guidelines also
provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without significant reliance on intangible
assets. Furthermore, the Federal Reserve has indicated that it will consider a
"tangible Tier 1 Capital Leverage Ratio" (deducting all intangibles) and other
indicia of capital strength in evaluating proposals for expansion or new
activities.

         The Company's depository institution subsidiaries are subject to
risk-based and leverage capital requirements adopted by their applicable federal
regulators, which are substantially similar to those adopted by the Federal
Reserve for bank holding companies. Such subsidiaries were in compliance with
applicable minimum capital requirements as of March 31, 1998. The Company has
not been advised by any federal banking agency of any specific minimum capital
ratio requirement applicable to it or its subsidiary depository institutions.

         Failure to meet capital guidelines could subject an institution to a
variety of enforcement remedies, including issuance of a capital directive, the
termination of deposit insurance by the FDIC, a prohibition on the taking of
brokered deposits, and certain other restrictions on its business. As described
below, substantial additional restrictions can be imposed upon 


                                       15
<PAGE>

FDIC-insured depository institutions that fail to meet applicable capital
requirements. See "-- Prompt Corrective Action."

         CRA. The Company's subsidiaries are subject to the provisions of the
CRA. Under the terms of the CRA, the subsidiaries have a continuing and
affirmative obligation consistent with their safe and sound operation to help
meet the credit needs of their entire communities, including low- and
moderate-income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an
institution's discretion to develop the types of products and services that it
believes are best suited to its particular community, consistent with the CRA.
The CRA requires each appropriate federal bank regulatory agency, in connection
with its examination of a subsidiary depository institution, to assess such
institution's record in assessing and meeting the credit needs of the community
served by that institution, including low- and moderate-income neighborhoods.
The regulatory agency's assessment of the institution's record is made available
to the public. Further, such assessment is required of any institution which has
applied to: (a) charter a national bank; (b) obtain deposit insurance coverage
for a newly chartered institution; (c) establish a new branch office that will
accept deposits; (d) relocate an office; or (e) merge or consolidate with, or
acquire the assets or assume the liabilities of, a federally regulated financial
institution. In the case of a bank holding company applying for approval to
acquire a bank or other bank holding company, the Federal Reserve will assess
the records of each subsidiary depository institution of the applicant bank
holding company, and such records may be the basis for denying the application.
All of the Company's subsidiary depository institutions received at least a
"satisfactory" CRA rating in their most recent examinations.

           In April 1995, the federal banking agencies adopted amendments
revising their CRA regulations, with a phase-in schedule applicable to various
provisions. Among other things, the amended CRA regulations, implemented on July
1, 1997, substitute for the prior process-based assessment factors a new
evaluation system that rates an institution based on its actual performance in
meeting community needs. In particular, the system focuses on three tests: (a) a
lending test, to evaluate the institution's record of making loans in its
service areas; (b) an investment test, to evaluate the institution's record of
investing in community development projects; and (c) a service test, to evaluate
the institution's delivery of services through its branches, ATM's and other
offices. The amended CRA regulations also clarify how an institution's CRA
performance will be considered in the application process.


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



                                       16
<PAGE>

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

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

         The capital levels established for each of the categories are as
follows:
<TABLE>
<S> <C>
========================== ==================== ========================= ====================== ===================
                                                Total                     Tier 1 Risk-
Capital Category           Tier 1 Capital       Risk-Based Capital        Based Capital          Other
========================== ==================== ========================= ====================== ===================
Well Capitalized           5% or more           10% or more               6% or more             Not subject to a
                                                                                                 capital directive
========================== -------------------- ------------------------- ---------------------- ===================
Adequately Capitalized     4% or more           8% or more                4% or more                      --
========================== -------------------- ------------------------- ---------------------- ===================
Undercapitalized           less than 4%         less than 8%              less than 4%                    --
========================== -------------------- ------------------------- ---------------------- ===================
Significantly              less than 3%         less than 6%              less than 3%                    --
Undercapitalized
========================== ==================== ========================= ====================== ===================
Critically                 2% or less                    --                        --                     --
Undercapitalized           tangible equity
========================== ==================== ========================= ====================== ===================
</TABLE>


                                       17
<PAGE>

         For purposes of the regulation, the term "tangible equity" includes
core capital elements counted as Tier 1 Capital for purposes of the risk-based
capital standards, plus the amount of outstanding cumulative perpetual preferred
stock (including related surplus), minus all intangible assets with certain
exceptions. A depository institution may be deemed to be in a capitalization
category that is lower than is indicated by its actual capital position if it
receives an unsatisfactory examination rating.

         An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
Under FDICIA, a bank holding company must guarantee that a subsidiary depository
institution meets its capital restoration plan, subject to certain limitations.
The obligation of a controlling holding company under FDICIA to fund a capital
restoration plan is limited to the lesser of 5% of an undercapitalized
subsidiary's assets or the amount required to meet regulatory capital
requirements. An undercapitalized institution is also generally prohibited from
increasing its average total assets, making acquisitions, establishing any
branches, or engaging in any new line of business, except in accordance with an
accepted capital restoration plan or with the approval of the FDIC. In addition,
the appropriate federal banking agency is given authority with respect to any
undercapitalized depository institution to take any of the actions it is
required to or may take with respect to a significantly undercapitalized
institution as described below if it determines "that those actions are
necessary to carry out the purpose" of FDICIA.

         At March 31, 1998, the Company's depository institution subsidiaries
had the requisite capital levels to qualify as well capitalized.

         FDIC Insurance Assessments. Pursuant to FDICIA, the FDIC adopted a
risk-based assessment system for insured depository institutions that takes into
account the risks attributable to different categories and concentrations of
assets and liabilities. The system assigns an institution to one of three
capital categories: (a) well capitalized; (b) adequately capitalized; and (c)
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes. An institution is also assigned by the FDIC to one of three
supervisory subgroups within each capital group. The supervisory subgroup to
which an institution is assigned is based on a supervisory evaluation provided
to the FDIC by the institution's primary federal regulator and information which
the FDIC determines to be relevant to the institution's financial condition and
the risk posed to the deposit insurance funds (which may include, if applicable,
information provided by the institution's state supervisor). An institution's
insurance assessment rate is then determined based on the capital category and
supervisory category to which it is assigned. Under the risk-based assessment
system, there are nine assessment risk classifications (i.e., combinations of
capital groups and supervisory subgroups) to which different assessment rates
are applied.

         Pursuant to the Deposit Insurance Funds Act of 1996, the FDIC
implemented a special one-time assessment of approximately 65.7 basis points
(0.657%) on a depository institution's SAIF-insured deposits held as of March
31, 1995 (or approximately 52.6 basis points on SAIF deposits acquired by banks
in certain qualifying transactions) and adopted revisions to the assessment rate
schedules that would generally eliminate the disparity between assessment rates
applicable to the deposits insured by the Bank Insurance Fund ("BIF") and the
SAIF. The revisions in the assessment rate schedules reduced assessment rates on
SAIF-insured deposits and would generally equalize BIF and SAIF assessment rates
by January, 2000. The Company anticipates that the net effect of the decrease in
the premium assessment rate on SAIF deposits will result in a reduction in its
total deposit insurance premium 


                                       18
<PAGE>

assessments through 1999 as compared to years prior to 1997, assuming no further
changes in announced premium assessment rates. The Company recorded a charge
against earnings for the special assessment in the quarter ended September 30,
1996 in the pre-tax amount of approximately $772,000.

         Under the FDIA, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe and unsound practices,
is in an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order, or condition imposed by the FDIC.

         Proposed Legislation and Regulatory Action. New statutes and
regulations are regularly proposed that contain wide-ranging proposals for
altering the structures, regulations and competitive relationships of the
nation's financial institutions. It cannot be predicted whether or what form any
proposed statute or regulation will be adopted or the extent to which the
business of the Company may be affected by such statute or regulation.

Item 2. Properties

The table set forth below shows the locations of the Company's offices and other
facilities, as well as certain additional information relating to these offices
and facilities as of March 31, 1998.

All of the Company's offices are maintained in operating condition suitable for
retail banking.
<TABLE>
<CAPTION>
<S> <C>

                                               Year Facility
                                                 Commenced                                          Leased
Office Location                                  Operation                                        or Owned
---------------                                  ---------                                        --------
First Citizens-Newnan                              1961                                              Owned
Main Office
19 Jefferson Street
Newnan, Georgia

Operations Center                                  1984                                              Owned
10 Olive Center
Newnan, Georgia

Bullsboro Branch                                   1981                                              Owned
71 Bullsboro Drive
Newnan, Georgia

Peachtree City Branch                              1981                                              Owned
705 Hwy. 54, East
</TABLE>

                                       19
<PAGE>



                                   Year Facility  
                                     Commenced                   Leased
Office Location                      Operation                  or Owned
---------------                      ---------                  --------

Peachtree City, Georgia  

White Oak Branch                        1987                     Leased
1421 Hwy. 34, East
Newnan, Georgia

LaGrange Branch                         1988                     Owned
310 Broad Street
LaGrange, Georgia

Hogansville Branch                      1988                     Owned
410 East Main Street
Hogansville, Georgia

Hospital Road Branch                    1989                     Owned
14 Hospital Road
Newnan, Georgia

Closed Branch Facility                  NA                       Owned
461 Highway 29 North
Newnan, Georgia

Proposed Branch Site                    NA                       Owned
Highway 154
Sharpsburg, Georgia


First Citizens-Fayetteville             1991                     Owned
First Citizens Bank
675 North Jeff Davis Drive
Fayetteville, Georgia 30214

First Citizens-Clayton
Main Office                             1984                     Owned
6375 Highway 85
Riverdale, Georgia 30274

Jonesboro Office                        1986                     Owned
223 North Main Street
Jonesboro, Georgia 30236

Citizens Mortgage Group, Inc.
Jefferson, Georgia                      1993                     Leased
1874 Washington Street
Jefferson, Georgia 30549

                                       20
<PAGE>



                                   Year Facility  
                                     Commenced                   Leased
Office Location                      Operation                  or Owned
---------------                      ---------                  --------

Fayetteville, Georgia                   1996                     Leased
205 Jeff Davis Place
Fayetteville, Georgia 30214

Item 3. Legal Proceedings

The Company is not involved in any material pending legal proceedings at the
present time, other than nonmaterial proceedings arising out of the ordinary
course of its business.

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

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended March 31, 1998.


                                       21
<PAGE>


                                    PART II


Item 5. Market for the Registrant's Common Stock and Related Security Holder
Matters


The information contained in the section captioned "Stock Prices and Dividends"
on page 34 of the Company's Annual Report is incorporated herein by reference.

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

The information contained in the section captioned "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 5 through
15 of the Company's Annual Report is incorporated herein by reference.

Item 7. Consolidated Financial Statements
The consolidated financial statements and independent auditors' report contained
on pages 16 through 33 of the Company's Annual Report is incorporated herein by
reference.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

There was no change in or disagreements with accountants during the fiscal year
ended March 31, 1998.



                                       22
<PAGE>


                                    PART III

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

The information contained in the section captioned "Election of Directors" in
the Company's Proxy Statement is incorporated herein by reference.

The information contained in the section captioned "Executive Compensation --
Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy
Statement is incorporated herein by reference.

Item 10. Executive Compensation.

The information contained in the section captioned "Executive Compensation" in
the Company's Proxy Statement is incorporated herein by reference.



Item 11. Security Ownership of Certain Beneficial Owners and Management

The information contained in the sections captioned "Principal Holders of Common
Stock" and "Election of Directors" in the Company's Proxy Statement is
incorporated herein by reference.

Management of the Company knows of no arrangements, including any pledge by any
person of securities of the Company, the operation of which may at a subsequent
date result in a change in control of the registrant.

Item 12. Certain Relationships and Related Transactions

The information contained in the section captioned "Transactions with the
Corporation" in the Company's Proxy Statement is incorporated herein by
reference.


                                       23
<PAGE>
                                    PART IV

Item 13.  Exhibits, List and Reports on Form 8-K
<TABLE>
<S> <C>

a.        Exhibits

          Exhibit No.         Description
          -----------         -----------

          2.1                 Plan of Reorganization, dated as of December 14,
                              1995, among the Registrant, Newnan Savings Bank,
                              FSB and Interim Newnan FSB, included as Appendix A
                              to the Proxy Statement and Prospectus set forth in
                              Part I of the Registration Statement.(1)

          2.2                 Agreement and Plan of Merger, dated as of November
                              2, 1995, among the Registrant, Newnan Savings
                              Bank, FSB, Southside Financial Group, Inc.,
                              Citizens Bank and Trust of Fayette County and
                              Interim Citizens Corporation, and Amendment No. 1
                              thereto, included as Appendix B to the Proxy
                              Statement and Prospectus set forth in Part I of 
                              the Registration Statement.(1)

          2.3                 Agreement and Plan of Merger, dated as of November
                              21, 1996, as amended, between the Registrant and
                              Tara Bankshares Corporation.(2)

          3.1                 Articles of Incorporation of the Registrant.(6)

          3.2                 Bylaws of the Registrant.(3)

          10.1                1986 Stock Option and Incentive Plan of Newnan
                              Savings Bank, FSB.(3)(4)

          10.2                Nonqualified Stock Option and Incentive Plan of
                              Newnan Savings Bank, FSB.(3)(4)

          10.3                Form of Non-Competition Covenant executed by
                              the Directors of Southside Financial Group,
                              Inc.(3)(4)

          10.4                Employment Agreement, dated as of April 9, 1997,
                              between Tara State Bank and Charles M.
                              Barnes.(6)(4)

          10.5                Indexed Executive Salary Continuation Plan, dated
                              August 7, 1995, between Tara State Bank and
                              Charles M. Barnes.(4)(5)
        
          10.6                Employment Agreement, dated as of January 1, 1998,
                              between First Citizens Corporation and Tom Moat.
                              (4)

          10.7                Form of Non-Competition Covenant executed by the
                              Directors of Tara Bankshares Corporation. (4)

          10.8                First Citizens Corporation Employee Stock Purchase
                              Plan, adopted June 24, 1997. (4) (7)

          10.9                First Citizens Corporation Directors' Deferred
                              Plan, dated June 19, 1997. (4)

          13.1                1998 Annual Report to Shareholders. (Only those
                              portions of the Annual Report that are
                              specifically incorporated by reference herein
                              shall be deemed filed with the SEC.)

          21.1                Subsidiaries of the Registrant.

          23.1                Consent of Mauldin & Jenkins, LLC.

          24.1                A Power of Attorney relating to this Report is set
                              forth on the signature pages to this Report.

</TABLE>

                                       24
<PAGE>


          27.1                Financial data schedule (for SEC use only)

          (1)       Incorporated by reference to the Registration Statement on
                    Form S-4 (No,. 333-4304) filed with the SEC on July 1, 1996.

          (2)       Incorporated by reference to the Form 8-K filed with the SEC
                    on April 25, 1997.

          (3)       Incorporated by reference to the exhibit of the same number
                    in the Registration Statement on Form S-4(No.333-4304) 
                    filed with the SEC on July 1, 1996.

          (4)       Management contract or compensatory plan or arrangement.

          (5)       Incorporated by reference to Exhibit 10.3 in the Annual
                    Report on Form 10-KSB for the year ended December 31, 1995
                    filed by Tara Bankshares Corporation with the SEC.

          (6)       Incorporated by reference to the Form 10-KSB filed with the
                    SEC on June 30, 1997.

          (7)       Incorporated by reference to Appendix A of the Proxy
                    Statement filed with the SEC on July 10, 1997.

b.  Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this report.


                                       25
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), the Registrant has duly caused this Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Riverdale, State of Georgia, on the 26th day of June,
1998.


                                   FIRST CITIZENS CORPORATION

                                   

                                   By: /s/ Thomas J. Moat
                                       ----------------------
                                       Thomas J. Moat
                                       President


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<PAGE>


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints J. Littleton Glover, Jr., and Thomas J. Moat, or either
of them, as his or her attorneys-in-fact, acting with full power of
substitution, in his or her name, place and stead, in any and all capacities, to
sign any amendments to this Report and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratifies and confirms all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Exchange Act, this Form 10-KSB has been
signed by the following persons in the capacities and on the dates indicated.



          Signature                Title                         Date
          ---------                -----                         ----
                                                       
/s/ Don A. Barnette                Director                 June 26, 1998
--------------------
Don A. Barnette


/s/ Thomas B. Chandler             Director                 June 26, 1998
----------------------
Thomas B. Chandler


/s/ J. Littleton Glover, Jr.       Chairman of the Board    June 26, 1998
----------------------------
J. Littleton Glover, Jr.


/s/ Thomas J. Moat                 President and Director   June 26, 1998
--------------------               (Principal Executive
Thomas J. Moat                     Officer)


/s/ Ellis A. Mansour               Director                 June 26, 1998
--------------------
Ellis A. Mansour


/s/ Douglas J. Hertha              Vice President and       June 26, 1998
----------------------             Secretary (Principal
Douglas J. Hertha                  Financial and Accounting
                                   Officer)



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