SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X] Annual report pursuant to section 13 or 15 (d) of the Securities Exchange
    Act of 1934

    For the fiscal year ended   September 30, 1999
                                ------------------

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934
    For the transition period from             to             .
                                   -----------    ------------

                           Commission File No. 0-23763

                              Quitman Bancorp, Inc.
                              ---------------------
                 (Name of Small Business Issuer in Its Charter)

        Georgia                                                 58-2365866
---------------------------------------------                -------------------
(State or Other Jurisdiction of Incorporation                (I.R.S. Employer
   or Organization)                                          Identification No.)

602 East Screven Street, Quitman, Georgia                          31643
-----------------------------------------                    -------------------
(Address of Principal Executive Offices)                       (Zip Code)

Issuer's Telephone Number, Including Area Code:               (912) 263-7538
                                                             -------------------

Securities registered under Section 12(b) of the Exchange Act:          None
                                                                       ------

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

     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   .
                                                                      ---  ---

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  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. [ ]

     State issuer's revenues for its most recent fiscal year: $4,096,416

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based on the average  bid and asked price of the  registrant's
Common Stock on December 7, 1999, was $4.0 million.

     As of December 7, 1999, there were issued and outstanding 507,262 shares of
the registrant's Common Stock.

     Transitional Small Business Disclosure Format (check one): YES    NO X
                                                                   ---   ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     September 30, 1999. (Part II)

2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended September 30, 1999. (Parts II and III)


<PAGE>

                                     PART I

     Quitman Bancorp, Inc. (the "Company" or "Registrant") 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
(including this annual report on Form 10-KSB and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the board of  governors of the
federal  reserve  system,   inflation,   interest  rates,  market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  disruptions caused by computer malfunctions
associated with the year 2000 issue; acquisitions;  changes in consumer spending
and  saving  habits;  and the  success  of the  Company  at  managing  the risks
resulting from these factors.

     The Company cautions that the listed factors are not exclusive. The Company
does not undertake to update any forward-looking  statement,  whether written or
oral, that may be made from time to time by or on behalf of the Company.

Item 1.  Description of Business
--------------------------------

General

     The Company is a Georgia-chartered  corporation  organized in December 1997
at the direction of Quitman  Federal Savings Bank (the "Bank") to acquire all of
the  capital  stock that the Bank  issued in its  conversion  from the mutual to
stock form of ownership (the "Conversion"). On April 2, 1998, the Bank completed
the Conversion and became a wholly owned subsidiary of the Company.  The Company
is a unitary  savings  and loan  holding  company.  Changes to federal  law that
occurred after the end of the fiscal year significantly  restrict the ability of
the Company to affiliate in any way with non-financial companies. However, these
changes  do not impact the  current  business  of the  Company  and the  Company
generally is not restricted in the types of business  activities in which it may
engage  provided  that the Bank  retains a  specified  amount  of its  assets in
housing-related  investments.  The Company  conducts no significant  business or
operations  of its own other than  holding all of the  outstanding  stock of the
Bank and  investing the  Company's  portion of the net proceeds  obtained in the
Conversion.

     The Bank,  which was founded in 1936 under the name Quitman Federal Savings
and Loan Association,  is a federally chartered stock savings bank headquartered
in Quitman,  Georgia.  The Bank obtained its current name in November  1997. The
Bank is subject to examination and comprehensive

                                        1

<PAGE>

regulation  by the Office of Thrift  Supervision  ("OTS") and its  deposits  are
federally insured by the Savings Association  Insurance Fund ("SAIF").  The Bank
is a member of and owns capital stock in the Federal Home Loan Bank (the "FHLB")
of Atlanta, which is one of the 12 regional banks in the FHLB System.

     The Bank attracts deposits from the general public (primarily  certificates
of deposit) and uses those  deposits,  together  with other funds,  primarily to
originate and invest in loans secured by one- to  four-family  residential  real
estate. The Bank also originates consumer, commercial and construction loans and
uses borrowings to fund loans.

Competition

     The Bank is one of many financial  institutions  serving its market area of
Brooks County and parts of Lowdnes County, Georgia. The competition for deposits
comes from other insured financial institutions such as commercial banks, thrift
institutions,  credit unions, finance companies,  and multi-state regional banks
in the  Bank's  market  area.  Deposit  competition  also  includes  a number of
insurance  products sold by local agents and investment  products such as mutual
funds and other securities sold by local and regional brokers.  Loan competition
varies depending upon market  conditions and comes from other insured  financial
institutions  such as commercial  banks,  thrift  institutions,  credit  unions,
multi-state regional banks, and mortgage bankers.

Lending Activities

     Loan  Portfolio  Data.  Set forth  below is selected  data  relating to the
composition of the Company's loan portfolio by type of loan and type of security
on the dates indicated:
<TABLE>
<CAPTION>
                                                           At September 30,
                                         ----------------------------------------------------------
                                                 1999                            1998
                                         ----------------------        ----------------------------
                                         Amount         Percent        Amount          Percent
                                         ------         -------        ------          -------
                                                         (Dollars in thousands)
<S>                                         <C>            <C>            <C>               <C>
Type of Loans:
Real estate loans:
  One-to-four family residential.......      $31,580        72.79%         $27,073           70.69%
  Multi-family (5 or more) dwelling....          612          1.41             810             2.11
  Non residential......................        6,110         14.08           5,339            13.94
  Construction.........................        2,801          6.46           3,433             8.96
  FHLMC pools..........................            2           .00               3             0.01
Share loans............................          470          1.08             557             1.45
Consumer ..............................        1,813          4.18           1,089             2.84
                                               -----          ----          ------            -----
                                              43,388        100.00%         38,304          100.00%
                                              ======        ======          ------          ======
Less:
  Loans in process.....................        1,825                         1,489
  Allowance for loan losses............          389                           370
  Deferred loan origination fees
   and costs...........................           53                            48
                                             -------                        ------
Total loans, net.......................      $41,121                       $36,397
                                              ======                        ======
</TABLE>

                                       2
<PAGE>

     Loan Maturity Tables. The following table sets forth the estimated maturity
of the  Company's  loan  portfolio  at September  30,  1999.  The table does not
include the effects of possible  prepayments or scheduled principal  repayments.
All mortgage  loans are shown as maturing  based on the date of the last payment
required by the loan agreement.
<TABLE>
<CAPTION>
                                                   Non
                                  Residential  Residential   Construction    Other    Total
                                  -----------  -----------   ------------    -----    -----
                                                         (In thousands)
<S>                               <C>           <C>           <C>         <C>      <C>
Amounts due:
Within 1 year.................     $ 4,170       $2,273        $2,681      $1,119   $10,243
Over 1 to 5 years.............      17,598        2,087            62         832    20,579
Over 5 years..................      10,426        1,750            58         332    12,566
                                    ------        -----            --         ---    ------
  Total amount due............     $32,194       $6,110        $2,801      $2,283   $43,388
                                    ======        =====         =====       =====    ======

Less:
Allowance for loan losses.....                                                        1,825
Loans in process..............                                                          389
Deferred loan fees............                                                           53
                                                                                   --------
  Loans receivable, net.......                                                      $41,121
                                                                                     ======
</TABLE>

     The  following  table sets  forth the dollar  amount of all loans due after
September  30, 2000,  which have  pre-determined  interest  rates and which have
floating or adjustable interest rates.


                                              Floating or
                              Fixed Rates  Adjustable Rates  Total
                              -----------  ----------------  -----
                                           (In thousands)
Real estate:
  Residential................. $27,806          $338        $28,144
  Non-residential.............   3,837            --          3,837
                                ------        ------         ------

Non real estate:
  Share loans.................     240            --            240
  Consumer....................     924            --            924
                                ------        ------         ------
                               $32,807         $ 338        $33,145
                                ======        ======         ======


     One-  Four-Family  Residential  Loans.  The Bank's primary lending activity
consists of the  origination of one- to four-family  residential  mortgage loans
secured by  property  located in its primary  market  area.  The Bank  generally
originates one- to four-family  residential  mortgage loans in amounts up to 85%
of the appraised market value or purchase price. The maximum loan-to-value ratio
on mortgage loans secured by non-owner occupied properties  generally is limited
to 80%. The Bank  primarily  originates  and retains  fixed-rate  balloon  loans
having terms of 3 or 5 years,  with principal and interest  payments  calculated
using up to a 25-year amortization  period.  Because of the amortization period,
relatively  short term and  renewability of their loans,  there are similarities
between  these  loans and ARMs,  particularly  from the  Bank's  asset/liability
management  perspective.  The Bank  occasionally  originates 15 year  fixed-rate
loans.

                                        3

<PAGE>


     The  interest  rate on the  Bank's  ARM  loans is based on an index  plus a
stated margin. The Bank may offer discounted initial interest rates on ARM loans
but it requires that the borrower  qualify for the ARM loan at the fully indexed
rate (the index rate plus the margin).  ARM loans provide for periodic  interest
rate adjustments upward or downward.

     ARM loans  decrease the risk  associated  with changes in interest rates by
periodically  repricing,  but  involve  other risks  because as  interest  rates
increase, the underlying payments by the borrower increase,  thus increasing the
potential for default by the borrower.  At the same time, the  marketability  of
the underlying  collateral may be adversely  affected by higher  interest rates.
Upward  adjustment  of the  contractual  interest  rate is also  limited  by the
maximum  periodic and lifetime  interest rate  adjustment  permitted by the loan
documents, and, therefore is potentially limited in effectiveness during periods
of rapidly rising  interest  rates.  At September 30, 1999, less than 10% of the
one- to four-family residential loans that the Bank held had adjustable rates of
interest.

     All of the Bank's loans are originated for the Bank's  portfolio.  The Bank
does not  conform  its  loans  to the  standards  that are used in the  mortgage
industry that would allow its loans to be readily sold into the secondary market
since it does not  expect to sell its loans.  For  example,  the Bank's  lending
policy does not require its borrowers to obtain  private  mortgage  insurance on
the amount of a loan that  exceeds the typical  loan to value ratios used in the
mortgage loan industry and the Bank may lend money to  individuals  based on its
review of personal circumstances that other lenders might not consider.

     Mortgage  loans   originated  and  held  by  the  Bank  generally   include
due-on-sale clauses.  This gives the Bank the right to deem the loan immediately
due and payable in the event the  borrower  transfers  ownership of the property
securing the mortgage loan without the Bank's consent.

     Residential  Construction  Loans. The Bank makes  residential  construction
loans on one- to four-family residential property to the individuals who will be
the owners and occupants upon completion of construction.  No principal payments
are required  during  construction.  After that time, the payments are set at an
amount  that  will  repay  the  loan  over  the term of the  loan.  The  maximum
loan-to-value  ratio is 85%.  Because  residential  construction  loans  are not
rewritten if permanent financing is obtained from the Bank, these loans are made
on terms similar to those of the Bank's single family  residential loans and may
be paid off over terms of 3 to 5 years with an amortization period of 25 years.

     The Bank also originates speculative loans to residential builders who have
established  business  relationships  with the  Bank.  These  speculative  loans
typically  are made for a term of six  months  after  which the Bank  allows one
extension  of six  months.  If after one year a unit  remains  unsold,  the Bank
requires  that the builder make a 10% principal  reduction  payment and the Bank
either then allows the builder to make  interest  payments for 90 days before he
is required to make  another  principal  reduction  payment,  or the builder may
choose that the Bank treat the loan as a regular loan, pursuant to which he will
make monthly payments for the full term of the loan. In underwriting such loans,
the Bank considers the number of units that the builder has on a speculative bid
basis that remain unsold.  The Bank's  experience has been that most speculative
loans are repaid  well within the twelve  month  period.  Speculative  loans are
generally  originated  with a loan to value  ratio that does not exceed  75%. At
September 30, 1999 the Bank's largest  speculative loan was $70,000,  drawn on a
line of credit, and was performing in accordance with its terms.

     Construction  lending is generally considered to involve a higher degree of
credit risk than long-term financing of residential properties.  The Bank's 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 and the
estimated cost of  construction.  If the estimate of  construction  cost and the
marketability of the property upon

                                        4

<PAGE>

completion of the project prove to be  inaccurate,  the Bank may be compelled to
advance additional funds to complete the construction. Furthermore, if the final
value of the completed  property is less than the estimated amount, the value of
the property  might not be sufficient  to assure the repayment of the loan.  For
speculative  loans that the Bank  originates  to  builders,  the  ability of the
builder to sell  completed  dwelling units will depend,  among other things,  on
demand, pricing and availability of comparable properties,  and general economic
conditions.

     Non-Residential  Real Estate Loans. The Bank's  non-residential real estate
loans  consist  of  commercial  business  loans  and  farm  real  estate  loans.
Commercial  real estate loans are secured by  churches,  office  buildings,  and
other  commercial  properties.  Farm loans are  secured by the farm land.  These
loans generally have not exceeded $500,000 or had terms greater than 25 years.

     Commercial  and farm real estate  lending  entails  significant  additional
risks compared to residential  property  lending.  These loans typically involve
large loan  balances to single  borrowers  or groups of related  borrowers.  The
repayment of these loans  typically is dependent on the successful  operation of
the real estate  project  securing the loan.  For  commercial  real estate these
risks can be  significantly  affected  by supply  and demand  conditions  in the
market for office retail space and may also be subject to adverse  conditions in
the economy. For loans secured by farm real estate, repayment may be affected by
weather conditions,  government  policies,  and subsidies concerning farming. To
minimize  these  risks,  the Bank  generally  limits this type of lending to its
market  area and to  borrowers  who are  otherwise  well known to the Bank,  and
generally limits the loan to value ratio to 80%.

     Consumer Loans.  The Bank offers consumer loans in order to provide a wider
range of financial  services to its  customers  and because  these loans provide
higher interest rates and shorter terms than many of the Bank's other loans. The
Bank's consumer loans consist of home equity,  automobile, and mobile home loans
and are generally in smaller dollar amounts than the Bank's other loans.

     Consumer loans may entail  greater risk than  residential  mortgage  loans,
particularly  in the case of  consumer  loans that are  unsecured  or secured by
assets that depreciate rapidly.  Repossessed collateral for a defaulted consumer
loan may not be  sufficient  for  repayment  of the  outstanding  loan,  and the
remaining deficiency may not be collectible.

     Loan Approval Authority and Underwriting.  The Bank's loan committee, which
is comprised of all 5 directors on the board, approves all loans. Mr. Plair, the
Bank's President, has loan authority to approve consumer loans of up to $5,000.

     Loan Commitments.  At September 30, 1999, commitments to cover originations
of mortgage loans totaled $1.8 million.  The Bank believes that virtually all of
its commitments will be funded.

     Loans to One Borrower.  The maximum amount of loans which the Bank may make
to any one  borrower may not exceed the greater of $500,000 or 15% of the Bank's
unimpaired capital and unimpaired  surplus.  The Bank may lend an additional 10%
of the Bank's  unimpaired  capital and  unimpaired  surplus if the loan is fully
secured by readily marketable  collateral.  At September 30, 1999, the aggregate
loans outstanding of the Bank's five largest borrowers have outstanding balances
of between $496,000 and $644,100.


                                        5

<PAGE>


Nonperforming and Problem Assets

     Loan Delinquencies. Loans are reviewed on a monthly basis and are placed on
a non-accrual  status when, in the Bank's opinion,  the collection of additional
interest is doubtful.  Interest  accrued and unpaid at the time a loan is placed
on nonaccrual  status is charged against  interest income.  Subsequent  interest
payments,  if any, are either applied to the  outstanding  principal  balance or
recorded  as  interest  income,  depending  on the  assessment  of the  ultimate
collectibility of the loan.

     Nonperforming  Assets. The following table sets forth information regarding
nonaccrual loans and real estate owned, as of the dates indicated.  The Bank has
no loans categorized as troubled debt restructurings  within the meaning of SFAS
15. For the year ended September 30, 1999,  there was $19,745 in interest income
that would have been recorded on loans accounted for on a nonaccrual basis under
the original terms of such loans; however, interest income on these loans, which
is recorded only when received, was $8,392.
<TABLE>
<CAPTION>
                                                                          At September 30,
                                                                     1999               1998
                                                                 -----------         ----------
                                                                          (In thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
<S>                                                                  <C>             <C>
  Construction loans....................................              $  --           $     15
  One- to four-family residential.......................                214                 88
  All other mortgage loans..............................                 --                 --
Non-mortgage loans:
  Commercial............................................                 --                 --
  Consumer..............................................                 14                 --
                                                                     ------              -----
Total...................................................                228             $  103
                                                                     ======              =====
Accruing loans contractually past due 90 days or more:
Mortgage loans:
  Construction loans....................................             $   15            $    15
  One- to four-family residential.......................                 83                185
  All other mortgage loans..............................                 --                 --
Non-mortgage loans:
  Commercial............................................                 --                 --
  Consumer..............................................                 16                 10
                                                                       ----              -----
Total...................................................             $  114             $  210
                                                                       ====              =====
Total non-accrual and accrual loans.....................             $  342             $  313
                                                                       ====              =====
Real estate owned.......................................             $  139             $   --
                                                                       ====              =====
Other non-performing assets.............................             $   --             $   --
                                                                       ====              =====
Total non-performing assets.............................             $  481             $  313
                                                                       ====              =====
Total non-performing loans to total loans, net..........                .83%               .86%
                                                                       ====              =====
Total non-performing loans to total assets..............                .65%               .72%
                                                                       ====              =====
Total non-performing assets to total assets.............                .91%               .72%
                                                                       ====              =====
</TABLE>


     Classified Assets. OTS regulations provide for a classification  system for
problem assets of savings  associations  which covers all problem assets.  Under
this classification  system,  problem assets of savings institutions such as the
Bank  are  classified  as  "substandard,"  "doubtful,"  or  "loss."  An asset is
considered  substandard if it is inadequately protected by the current net worth
and paying  capacity  of the  borrower  or of the  collateral  pledged,  if any.
Substandard  assets include those  characterized  by the "distinct  possibility"
that the savings  institution  will sustain "some loss" if the  deficiencies are
not corrected. Assets classified as doubtful have all of the weaknesses inherent
in those classified substandard, with the added characteristic

                                        6

<PAGE>

that the  weaknesses  present make  "collection  or liquidation in full," on the
basis of currently existing facts, conditions,  and values, "highly questionable
and improbable." Assets classified as loss are those considered  "uncollectible"
and  of  such  little  value  that  their  continuance  as  assets  without  the
establishment  of a  specific  loss  reserve  is not  warranted.  Assets  may be
designated "special mention" because of potential weakness that do not currently
warrant classification in one of the aforementioned categories.

     When a savings association  classifies problem assets as either substandard
or doubtful,  it may establish  general  allowances for loan losses in an amount
deemed prudent by management. General allowances represent loss allowances which
have been  established  to recognize the inherent risk  associated  with lending
activities,  but which, unlike specific  allowances,  have not been allocated to
particular problem assets. When a savings association  classifies problem assets
as loss,  it is required  either to  establish a specific  allowance  for losses
equal to 100% of that portion of the asset so  classified  or to charge off such
amount. A savings  association's  determination as to the  classification of its
assets and the amount of its  valuation  allowances  is subject to review by the
OTS, which may order the  establishment  of additional  general or specific loss
allowances.  A portion of general loss allowances  established to cover possible
losses  related to assets  classified as substandard or doubtful may be included
in determining a savings  association's  regulatory capital.  Specific valuation
allowances for loan losses  generally do not qualify as regulatory  capital.  At
September  30,  1999,  the  Bank  had  $565,000,  $900,000,  $0 and $0 of  loans
classified as special mention, substandard, doubtful and loss, respectively.

     Allowances  for Loan  Losses.  A  provision  for loan  losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Bank's loan portfolio. The evaluation, including a review of all loans on
which full  collectibility  of  interest  and  principal  may not be  reasonably
assured,  considers:  (i) the Bank's past loan loss  experience,  (ii) known and
inherent risks in the Bank's portfolio, (iii) adverse situations that may affect
the  borrower's  ability to repay,  (iv) the estimated  value of any  underlying
collateral, and (v) current economic conditions.

     The Bank monitors its  allowance for loan losses and make  additions to the
allowance as economic conditions dictate. Although the Bank maintains the Bank's
allowance for loan losses at a level that it considers adequate for the inherent
risk of loss in its loan portfolio, future losses could exceed estimated amounts
and additional  provisions for loan losses could be required.  In addition,  the
Bank's determination as to the amount of allowance for loan losses is subject to
review by the OTS,  as part of its  examination  process.  After a review of the
information available,  the OTS might require the establishment of an additional
allowance.


                                        7

<PAGE>

     The following  table  illustrates  the allocation of the allowance for loan
losses for each  category of loans.  The  allocation  of the  allowance  to each
category is not necessarily indicative of future loss in any particular category
and does not restrict the Bank's use of the  allowance to absorb losses in other
loan categories.
<TABLE>
<CAPTION>

                                                                   At September 30
                                                -----------------------------------------------
                                                             1999                      1998
                                                -------------------------   -------------------
                                                            Percent of               Percent of
                                                             Loans in                 Loans in
                                                               Each                     Each
                                                             Category                 Category
                                                             to Total                 to Total
                                                 Amount       Loans         Amount      Loans
                                                 ------       -----         ------      -----
                                                              (Dollars in thousands)
At end of period allocated to:
<S>                                                <C>            <C>       <C>          <C>
  One- to four-family......................         $286           72.8%     $ 262        70.7%
  Multi-family.............................            6             1.4         7          2.0
  Other real estate........................           81            20.5        85         22.9
  Consumer.................................           16             5.3        16          4.4
                                                  ------          ------     -----        -----
     Total allowance.......................         $389           100.0%    $ 370        100.0%
                                                  ======          ======     =====        =====

</TABLE>

     The  following  table sets  forth  information  with  respect to the Bank's
allowance for loan losses at the dates and for the periods indicated:


                                                           At September 30,
                                                     --------------------------
                                                       1999            1998
                                                      --------      ---------
                                                       (Dollars in thousands)

Total loans, net..................................    $41,121         $36,397
                                                       ======          ======
Average loans outstanding.........................     38,759         $34,862
                                                       ======          ======

Allowance balances (at beginning of period).......        370         $   346
Provision:
  Residential.....................................         15              17
  Non-residential.................................          2               6
  Consumer........................................          3               1
Net charge-offs (recoveries):
  Residential.....................................          1              --
  Non-residential.................................         --              --
  Consumer........................................         --              --
                                                      -------          ------
Allowance balance (at end of period)..............    $   389         $   370
                                                      =======          ======
Allowance for loan losses as a percent
  of total loans outstanding......................       .94%            1.01%
                                                      ======           ======
Net loans charged off as a percent of
  average loans outstanding.......................         --              --

                                       8

<PAGE>

Investment Activities

     Investment  Securities.  The Bank is required under federal  regulations to
maintain a minimum  amount of liquid  assets  which may be invested in specified
short-term securities and certain other investments.  The Company classifies its
investment   securities  as   "available-for-sale"   or   "held-to-maturity"  in
accordance with SFAS No. 115.

     The    Company's    investment    securities    "available-for-sale"    and
"held-to-maturity"  portfolios at September 30, 1999 did not contain  securities
of any issuer  with an  aggregate  book value in excess of 10% of the  Company's
equity, excluding those issued by the United States government agencies.

     Mortgage-Backed  Securities. To supplement lending activities,  the Company
has  invested  in  residential   mortgage-backed   securities.   Mortgage-backed
securities can serve as collateral for borrowings and, through repayments,  as a
source  of  liquidity.  Mortgage-backed  securities  represent  a  participation
interest in a pool of  single-family  or other type of mortgages.  Principal and
interest   payments   are  passed  from  the   mortgage   originators,   through
intermediaries (generally  quasi-governmental  agencies) that pool and repackage
the participation interests in the form of securities,  to investors such as the
Company. The quasi-governmental  agencies guarantee the payment of principal and
interest  to  investors  and  include the  Federal  Home Loan  Mortgage  Company
("FHLMC"),  the  Government  National  Mortgage  Association  ("GNMA"),  and the
Federal National Mortgage Association ("FNMA").  Expected maturities will differ
from contractual  maturities due to scheduled  repayments and because  borrowers
may have the  right to call or prepay  obligations  with or  without  prepayment
penalties.

     Investment Portfolio.  The following table sets forth the carrying value of
the Company's  investment  securities  available-for-sale  and  held-to-maturity
portfolios, and FHLB stock at the dates indicated.

                                                          At September 30,
                                                       ---------------------
                                                         1999         1998
                                                       --------    ---------
                                                         (In thousands)

Investment securities:
 U.S. Government securities available-for-sale...          $300      $   714
 U.S. Government securities held-to-maturity.....            --           --
 U.S. Agency securities available-for-sale.......         4,980        4,409
 U.S. Agency securities held-to-maturity.........            --          200
 State, County and Municipal securities
   available-for-sale............................           388           --
 State, County and Municipal securities
   held-to-maturity..............................            --           --
                                                        -------     --------
   Total investment securities...................         5,668        5,323
Interest-bearing deposits........................           262          203
FHLB stock.......................................           287          240
Mortgage-backed securities available-for-sale....           891          518
Mortgage-backed securities held-to-maturity......            --           --
                                                        -------     --------
   Total investments.............................        $7,108       $6,284
                                                        =======     ========


                                        8

<PAGE>

     The following  table sets forth  certain  information  regarding  scheduled
maturities,  carrying  values,  approximate  fair values,  and weighted  average
yields for the  Company's  investments  at  September  30,  1999 by  contractual
maturity.  The following table does not take into  consideration  the effects of
scheduled repayments or the effects of possible prepayments.  Further, yields on
tax exempt obligations have not been computed on a tax equivalent basis.
<TABLE>
<CAPTION>
                                                                                                                       Total
                                  One Year or Less     One to Five Years Five to Ten Years More than Ten Years Investment Securities
                                Carrying      Average  Carrying Average Carrying Average  Carrying Average Carrying  Average  Market
                                  Value        Yield     Value   Yield    Value   Yield    Value    Yield    Value    Yield    Value
                                 -------      -------   ------- -------  ------- -------  -------  -------  -------  -------  ------
                                                                     (Dollars in thousands)
<S>                                <C>       <C>      <C>      <C>      <C>      <C>     <C>      <C>     <C>       <C>     <C>
Investment securities:
  U.S. Government securities....   $    --       --%  $   300    6.07%      --      --                     $  300     6.07%  $  300
  U. S. Agency securities.......     1,846     6.10     3,134    5.88       --      --                      4,980     5.96    4,980
  Corporate notes and bonds.....        --       --        --      --       --      --                         --       --       --
  Other securities(1)...........        --       --       168    6.36       --      --    $  220   5.00%      388     5.59      388
                                  --------  -------    ------    ----    -----   -----      ----   ----    ------     ----   ------
    Total investment securities.     1,846     6.10     3,602    5.92       --      --       220    5.00    5,668     5.94    5,668
Interest-bearing deposits.......       262     6.22        --      --       --      --        --      --      262     6.22      262
Federal funds sold..............        --       --        --      --       --      --        --      --       --       --       --
FHLB stock......................       287     7.53        --      --       --      --        --      --      287     7.53      287
Mortgage-backed securities......      --        --        357    6.44       --      --       534    5.05      891     5.61      891
                                  --------  -------    ------    ----   ------  ------      ----    ----   ------     ----    -----
    Total investments...........   $ 2,395     6.28%  $ 3,959    5.97%      --      --    $  754    5.04%  $7,108    5.97%   $7,108
                                  ========  =======   =======   =====   ======  ======      ====    ====    =====    ====     =====
</TABLE>

         (1)      State, county and municipal securities


                                       10

<PAGE>

Sources of Funds

     General. Deposits are the Bank's major external source of funds for lending
and other  investment  purposes.  Funds are also  derived  from the  receipt  of
payments  on  loans  and  prepayment  of  loans  and  maturities  of  investment
securities  and  mortgage-backed  securities  and,  to  a  much  lesser  extent,
borrowings and operations.  Scheduled loan principal repayments are a relatively
stable source of funds,  while deposit inflows and outflows and loan prepayments
are significantly influenced by general interest rates and market conditions.

     Consumer and commercial deposits are attracted  principally from within the
Bank's  primary  market  area  through the  offering  of a selection  of deposit
instruments including checking accounts,  regular savings accounts, money market
accounts, and term certificate accounts. IRA accounts are also offered.

     Certificates  of Deposit.  The following  table indicates the amount of the
Bank's  certificates  of deposit of  $100,000  or more by time  remaining  until
maturity as of September 30, 1999.


                                          Certificates
Maturity Period                            of Deposit
---------------                            ----------
                                         (In thousands)

Within three months...............           $1,308
Three through six months..........            2,599
Six through twelve months.........            3,178
Over twelve months................            2,609
                                            -------
                                             $9,694
                                            =======

     Borrowings.  Advances (borrowings) may be obtained from the FHLB of Atlanta
to  supplement  the Bank's supply of lendable  funds.  Advances from the FHLB of
Atlanta  are  typically  secured by a pledge of the Bank's  stock in the FHLB of
Atlanta, a portion of the Bank's first mortgage loans, and other assets.

     The  following  table sets forth the terms of the  Bank's  short-term  FHLB
advances.

<TABLE>
<CAPTION>
                                                            During the Year ended September 30,
                                                            -----------------------------------
                                                                  1999             1998
                                                                  ----             ----
                                                                 (Dollars in thousands)

<S>                                                             <C>            <C>
Balance at period end.......................................     $2,500         $    --
Average balance outstanding during the period...............        917             615
Maximum amount outstanding at any month-end
  during the period.........................................      3,500           1,600
Weighted average interest rate during the period............        5.6%            5.5%
</TABLE>


                                       11

<PAGE>

Personnel

     At  September  30,  1999 the Bank had twelve  full-time  employees  and six
part-time employee. None of the Bank's employees are represented by a collective
bargaining  group.  The Bank  believes  that its  relationship  with the  Bank's
employees is good.

Regulation

     Set forth below is a brief  description of certain laws which relate to the
Company and the Bank.  The  description  is not complete and is qualified in its
entirety by references to applicable laws and regulation.

Holding Company Regulation

     General.  The Company is a unitary  savings and loan  holding  company that
files reports with the OTS and is subject to regulation  and  examination by the
OTS. In addition,  the OTS has  enforcement  authority  over the Company and any
non-savings  institution  subsidiaries.  This  permits  the OTS to  restrict  or
prohibit  activities  that it determines to be a serious risk to the Bank.  This
regulation is intended primarily for the protection of the Bank's depositors and
not  for the  benefit  of  stockholders  of the  Company.  The  Company  is also
registered with the Georgia Department of Banking and Finance.

     Subsequent  to the end of the  fiscal  year,  federal  law was  amended  to
effectively   prohibit  the  Company  from   affiliating   in  any  way  with  a
non-financial  company.  In  connection  with the  amendment to federal law, the
Company may now become affiliated with securities firms and insurance companies.
These changes to federal law do not impact the current  business of the Company.
Unlike savings and loan holding companies that may be created in the future, the
Company  generally  is not  restricted  in the types of business in which it may
engage,  provided  that the Bank  maintains a specified  amount of its assets in
housing related investments.

     Qualified  Thrift Lender ("QTL") Test. As the Company owns only one savings
institution,  it is able to diversify its operations into activities not related
to banking,  but only so long as the Bank satisfies the QTL test. If the Company
controlled  more than one  savings  institution,  it would  lose the  ability to
diversify its operations into nonbanking related  activities,  unless such other
savings  institutions  each  also  qualified  as a QTL  or  were  acquired  in a
supervised acquisition.  See "Savings Institution Regulation -- Qualified Thrift
Lender Test."

Savings Institution Regulation

     General. As a federally chartered,  SAIF-insured  savings institution,  the
Bank is subject  to  extensive  regulation  by the OTS and the  Federal  Deposit
Insurance  Corporation  ("FDIC").  Lending activities and other investments must
comply with various federal and state statutory and regulatory requirements. The
Bank is also subject to certain reserve requirements promulgated by the Board of
Governors of the Federal Reserve System ("Federal Reserve").


                                       12

<PAGE>

     Insurance of Deposit  Accounts.  The Bank's deposit accounts are insured by
the SAIF to a maximum of $100,000 for each insured member (as defined by law and
regulation).  Insurance of deposits may be terminated by the FDIC upon a finding
that the institution has engaged in unsafe or 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 or the  institution's
primary regulator.

     As a member of the SAIF,  the Bank pays an  insurance  premium to the FDIC.
The FDIC also maintains another insurance fund, the Bank Insurance Fund ("BIF"),
which primarily insures commercial bank deposits.

     The deposit insurance assessment for most SAIF members is .064% of deposits
on an annual basis through the end of 1999. During this same period, BIF members
will be assessed  approximately .013% of deposits.  After 1999,  assessments for
BIF and SAIF  members  may be the same.  It is  expected  that these  continuing
assessments  for both  SAIF and BIF  members  will be used to repay  outstanding
Financing Corporation bond obligations.

     Regulatory Capital  Requirements.  OTS capital  regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of  total  adjusted  assets,  (2)  core  capital  equal  to at least 4% of total
adjusted assets, and (3) risk-based  capital equal to 8% of total  risk-weighted
assets. Regulations that enable the OTS to take prompt corrective action against
savings  associations  effectively impose higher capital requirements on savings
associations.

     Dividend and Other Capital Distribution Limitations. The Bank must give the
OTS 30 days  advance  notice of any  proposed  declaration  of  dividends to the
Company,  and the OTS has the authority under its supervisory powers to prohibit
the payment of dividends to the Company.  In addition,  the Bank may not declare
or pay a cash dividend on its capital stock if the dividend would (1) reduce the
regulatory  capital of the Bank below the amount  required  for the  liquidation
account  established in connection with the conversion from mutual to stock form
or (2) reduce the amount of capital of the Bank below the  amounts  required  in
accordance  with other OTS  regulations.  In  contrast,  the  Company  has fewer
restrictions on the payment of dividends.

     Qualified Thrift Lender Test.  Savings  institutions  must meet a qualified
thrift  lender  ("QTL")  test.  If the Bank  maintains an  appropriate  level of
qualified  thrift  investments  ("QTIs")  (primarily  residential  mortgages and
related  investments,   including  certain   mortgage-related   securities)  and
otherwise  qualify as a QTL,  the Bank will  continue  to enjoy  full  borrowing
privileges from the FHLB of Atlanta.  The required  percentage of QTIs is 65% of
portfolio  assets  (defined as all assets minus  goodwill  and other  intangible
assets,  property used by the  institution in conducting its business and liquid
assets in an amount not exceeding  20% of total  assets).  In addition,  savings
institutions may include shares of stock of the FHLBs,  FNMA, and FHLMC as QTIs.
Compliance  with the QTL test is  determined  on a monthly  basis in nine out of
every twelve months.  As of September 30, 1999, the Bank was in compliance  with
its QTL requirement.

     Federal Reserve.  The Federal Reserve requires all depository  institutions
to maintain  noninterest-  bearing  reserves at specified  levels  against their
transaction accounts (primarily  checking,  NOW and Super NOW checking accounts)
and  non-personal  time  deposits.  The balances  maintained to meet the reserve
requirements  imposed by the Federal  Reserve  may be used to satisfy  liquidity
requirements that are imposed by the OTS.


                                       13

<PAGE>

     Proposed  Regulation.  The OTS has announced that it will consider amending
its capital standards so as to more closely conform its requirements to those of
the other federal  banking  agencies.  The impact of this possible change is not
expected to materially  impact the Bank. The impact on the Company cannot yet be
determined.

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

(a)      Properties.

     The  Company and the Bank  operate  from their  office at 602 East  Screven
Street,  Quitman,  Georgia. The Bank sold its office at 100 West Screven Street,
Quitman, Georgia.

(b)      Investment Policies.

     See "Item 1.  Description of Business"  above for a general  description of
the  Bank's  investment  policies  and any  regulatory  or Board  of  Directors'
percentage  of assets  limitations  regarding  certain  investments.  The Bank's
investments are primarily  acquired to produce  income,  and to a lesser extent,
possible capital gain.

     (1)  Investments  in Real Estate or Interests in Real Estate.  See "Item 1.
Description  of  Business  - Lending  Activities"  and "Item 2.  Description  of
Property."

     (2)  Investments  in Real Estate  Mortgages.  See "Item 1.  Description  of
Business - Lending Activities."

     (3) Investments in Securities of or Interests in Persons  Primarily Engaged
in Real  Estate  Activities.  See "Item 1.  Description  of  Business  - Lending
Activities."

(c)      Description of Real Estate and Operating Data.

         Not Applicable.

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

     There are various  claims and lawsuits in which the Company or the Bank are
periodically involved, such as claims to enforce liens, condemnation proceedings
on properties in which the Bank holds security  interests,  claims involving the
making and servicing of real property  loans,  and other issues  incident to the
Bank's business. In the opinion of management, no material loss is expected from
any of such pending claims or lawsuits.

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

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year.

                                       14

<PAGE>

                                     PART II

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

     The  information  contained  under  the  section  captioned  "Common  Stock
Information" of the Company's  Annual Report to Stockholders for the fiscal year
ended  September  30, 1999 (the  "Annual  Report"),  is  incorporated  herein by
reference.

Item  6.  Management's Discussion and Analysis or Plan of Operation
-------------------------------------------------------------------

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

Item  7.  Financial Statements
------------------------------

     The Registrant's financial statements listed under Item 13 are incorporated
herein by reference.

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

         Not applicable.

                                    PART III

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

     The  information  contained  under the sections  captioned  "Section  16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I -  Election  of
Directors" in the Proxy Statement is incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

     The information  contained in the section captioned "Director and Executive
Compensation" in the Proxy Statement is incorporated herein by reference.

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

     Information  required by this item is  incorporated  herein by reference to
the section captioned  "Security  Ownership of Certain Beneficial Owners" in the
Proxy  Statement and to the first chart in the section  captioned  "Proposal I -
Election of Directors" in the Proxy Statement.


                                       15

<PAGE>

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

     The information  required by this item is incorporated  herein by reference
to the section captioned "Certain Relationships and Related Transactions" in the
Proxy Statement.

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

     (a)  Listed below are all financial  statements  and exhibits filed as part
          of this report.

          1.   The  consolidated  statements  of financial  condition of Quitman
               Bancorp,  Inc. as of September  30, 1999 and 1998 and the related
               consolidated   statements   of  income,   comprehensive   income,
               stockholders'  equity and cash flows for each of the years in the
               two year period  ended  September  30,  1999,  together  with the
               related notes and the  independent  auditors'  report of Stewart,
               Fowler & Stalvey, P.C., independent certified public accountants.

          2.   Schedules omitted as they are not applicable.

          3.   The   following   exhibits   are   included  in  this  Report  or
               incorporated herein by reference:

               (a)  List of Exhibits:

               3(i) Articles of Incorporation of Quitman Bancorp, Inc. *
               3(ii) Bylaws of Quitman Bancorp, Inc. *
               10.1 Director Indexed Salary Continuation Plan *
               10.2 Executive Indexed Salary Continuation Plan *
               10.3 1999 Stock Option Plan **
               10.4 1999 Restricted Stock Plan ***
               13   Portions  of Annual  Report to  Stockholders  for the fiscal
                    year ended September 30, 1999
               21   Subsidiaries of the Registrant****
               23   Consent of Stewart, Fowler & Stalvey, P.C.
               27   Financial Data Schedule (electronic filing only)
--------------------------
*    Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     registration statement on Form SB-2 (File No. 333-43063) declared effective
     by the SEC on February 11, 1998.
**   Incorporated by reference to Exhibit A to the proxy statement for a special
     meeting held on April 13, 1999 (File No. 0-23763).
***  Incorporated by reference to Exhibit B to the proxy statement for a special
     meeting held on April 13, 1999 (File No. 0-23763).
**** Incorporated by reference to the identically  numbered  exhibit to the Form
     10-KSB for the fiscal year ended September 30, 1998 (File No. 0-23763).

          (b)  Not applicable


                                       16

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the registrant has duly caused this report to
be signed on its behalf by the  undersigned,  thereunto  duly  authorized  as of
December 23, 1999.

                                 QUITMAN BANCORP, INC.


                                 By:   /s/ Melvin E. Plair
                                       -------------------------------------
                                       Melvin E. Plair
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

     Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,  as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of December 23, 1999.


/s/ Claude R. Butler                 /s/ Melvin E. Plair
----------------------------------   ------------------------------------------
Claude R. Butler                     Melvin E. Plair
Chairman of the Board and Director   President and Chief Executive Officer
                                     (Principal Executive and Financial Officer)


/s/ Robert L. Cunningham, III        /s/ Peggy L. Forgione
----------------------------------   ------------------------------------------
Robert L. Cunningham, III            Peggy L. Forgione
Vice Chairman and Director           Vice President and Controller
                                     (Principal Accounting Officer)


/s/ Walter B. Holwell
----------------------------------
Walter B. Holwell
Director



/s/ John W. Romine
----------------------------------
John W. Romine
Director



/s/ Daniel M. Mitchell, Jr.
----------------------------------
Daniel M. Mitchell, Jr.
Director