U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

For the quarterly period ended:  June 30, 1997
                                 -------------

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from                  to
                               ----------------    ----------------

Commission file number: 0-25846


                               CCF HOLDING COMPANY
                       ----------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

             Georgia                              58-2173616
-----------------------------                -------------------
 (State or Other Jurisdiction                  (I.R.S. Employer
    of Incorporation or                      Identification No.)
       Organization)

                              101 North Main Street
                            Jonesboro, Georgia 30236
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (770) 478-8881
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

Number of shares  outstanding of each of the issuer's  classes of common equity:
As of August 8, 1997,  there were issued and  outstanding  824,310 shares of the
registrant's common stock.

         Transitional Small Business Disclosure Format (check one):

Yes    No X
   ---   ---




<PAGE>


                                   FORM 10-QSB
                                      INDEX

<TABLE>
<CAPTION>


PART I.   FINANCIAL INFORMATION                                                                    Page



<S>                                                                                               <C>
         Item 1.  Financial Statements:

                      Consolidated Balance Sheets as of
                      June 30, 1997 and December 31, 1996...........................................1

                      Consolidated Statements of Income
                      for the three months and six months ended
                      June 30, 1997 and June 30, 1996 ..............................................2

                      Consolidated Statements of Cash Flows
                      for the six months ended
                      June 30, 1997 and June 30, 1996 ..............................................3

                      Notes to Consolidated Financial Statements ...................................5

         Item 2.  Management's Discussion and Analysis or Plan of Operation ........................7


PART II.  OTHER INFORMATION


         Item 1.      Legal Proceedings ...........................................................11

         Item 2.      Changes in Securities........................................................11

         Item 3.      Defaults upon Senior Securities .............................................11

         Item 4.      Submission of Matters to a Vote
                        of Security Holders .......................................................11

         Item 5.      Other Information ...........................................................11

         Item 6.      Exhibits and Reports on Form 8-K ............................................11

Signatures            .............................................................................12

</TABLE>

<PAGE>



PART I.  FINANCIAL INFORMATION
------------------------------
ITEM 1.  FINANCIAL STATEMENTS

                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                     June 30,                 December 31,
                                                                      1997                        1996
                                                                   -----------                ------------
                                                                   (Unaudited)                (Unaudited)
         ASSETS
         ------

<S>                                                                <C>                        <C>      
Cash and due from banks                                            $   4,045,597                 2,059,373
Interest-bearing deposits in other financial institutions                318,396                 2,688,113
Investment securities available for sale                               6,904,297                 6,473,228
Mortgage-backed securities available for sale                          2,684,358                 9,310,804
Federal Home Loan Bank stock, at cost                                  1,013,200                 1,013,200
Loans receivable, net                                                 81,816,033                64,376,355
Accrued interest and dividends receivable                                350,109                   438,000
Premises and equipment, net                                            2,709,860                 1,871,417
Real estate owned   -                                                      -
Other assets                                                             958,704                   278,807
                                                                     -----------               -----------

                  Total assets                                     $ 100,800,554                88,509,297
                                                                     ===========               ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY
         ------------------------------------

Liabilities:
     Deposits                                                      $  78,041,819                66,766,840
     Advance payments by borrowers for
       property taxes and insurance                                      218,723                   153,134
     Deferred income taxes                                               388,031                   352,940
     Federal Home Loan Bank advances                                   9,800,000                 7,500,000
     Dividends payable                                                  230,914                    429,038
     Other liabilities                                                   342,246                   169,722
                                                                     -----------               -----------

                  Total liabilities                                   89,021,733                75,371,674
                                                                     -----------               -----------

Stockholders' Equity:
     Preferred stock, no par value; 1,000,000 shares
       authorized; none issued and outstanding                             -                         -
     Common stock, $.10 par value; 4,000,000 shares
       authorized; 824,310 shares issued in 1997 and
       915,900 in 1996; outstanding 820,120 in 1997
       and 899,232 in 1996                                                82,431                    91,590
     Additional paid-in-capital                                        6,042,749                 7,470,917
     Retained earnings                                                 6,316,223                 6,475,785
     Unearned ESOP shares                                               (576,000)                 (612,000)
     Unearned compensation                                              (424,195)                 (371,304)
     Treasury stock, at cost                                             (50,641)                 (202,519)
     Net unrealized holding gains on investment and
       mortgage-backed securities available for sale                     388,254                   285,154
                                                                     -----------               -----------

                  Total stockholders' equity                          11,778,821                13,137,623
                                                                     -----------               -----------

                  Total liabilities and stockholders' equity       $ 100,800,554               88,509,297
                                                                     ===========               ===========
</TABLE>

See accompanying notes to consolidated financial statements

                                        1


<PAGE>





                       CCF HOLDING COMPANY AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                   Three Months Ended              Six Months Ended
                                                                         June 30,                       June 30,
                                                                   -------------------             ----------------
                                                                 1997            1996              1997             1996
                                                              ---------        ---------         ---------        ---------

<S>                                                         <C>               <C>               <C>              <C>      
Interest and dividend income:
     Loans                                                  $ 1,642,375          977,213         3,027,263        1,922,590
     Interest-bearing deposits in
       other financial institutions                               6,701           16,885            38,191           46,486
     Investment securities                                       63,348          229,116           133,484          480,880
     Mortgage-backed securities                                  52,560          162,610           127,797          301,861
     Dividends on Federal Home Loan Bank stock                   18,562           18,264            36,675           36,528
                                                              ---------        ---------         ---------        ---------
              Total interest and dividend income              1,783,546        1,404,088         3,363,410        2,788,345

Interest expense
     Deposit accounts                                           794,576          611,378         1,526,844        1,251,258
     Federal Home Loan Bank advances                             92,310            -               135,185            -
                                                              ---------        ---------         ---------        ---------
              Total interest expense                            886,886          611,378         1,662,029        1,251,258
                                                              ---------        ---------         ---------        ---------

              Net interest income                               896,660          792,710         1,701,381        1,537,087

Provision for loan losses                                        32,500            7,354            51,500           14,192
                                                              ---------        ---------         ---------        ---------
              Net interest income after provision
                for loan losses                                 864,160          785,356         1,649,881        1,522,895
                                                              ---------        ---------         ---------        ---------

Other income:
     Loan fees and service charges on deposit accounts          167,477           87,530           325,043          166,691
     Gain on sale of loans                                        -                -                24,647            -
     Gain on sale of investments and mortgage-backed
       securities                                               178,851            -               355,565            -
     Other operating income                                      30,639           21,915            59,530           91,124
                                                              ---------        ---------         ---------        ---------
              Total other income                                376,967          109,445           764,785          257,815
                                                              ---------        ---------         ---------        ---------

Other expenses:
     Salaries and employee benefits                             713,268          309,239         1,398,777          598,405
     Occupancy                                                  242,172          133,064           439,316          249,955
     Federal insurance premiums                                  10,709           34,886            20,630           69,844
     Other                                                      251,657          128,116           483,138          284,480
                                                              ---------        ---------         ---------        ---------
              Total other expenses                            1,217,806          605,305         2,341,861        1,202,684
                                                              ---------        ---------         ---------        ---------

Income before income taxes                                       23,321          289,496            72,805          578,026

Income tax expense                                                6,622           97,583            25,482          196,871
                                                              ---------        ---------         ---------        ---------

              Net income                                    $    16,699          191,913            47,323          381,155
                                                              =========        =========         =========        =========

Net income per share                                        $      .02               .18               .06              .35
                                                              =========        =========         =========        =========

Weighted average shares outstanding                         $   769,442        1,064,738           792,125        1,082,776
                                                              =========        =========         =========        =========
</TABLE>


See accompanying notes to consolidated financial statements.

                                        2




<PAGE>



                       CCF HOLDING COMPANY AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   Six Months Ended
                                                                                        June 30,
                                                                              -----------------------------
                                                                                1997                1996
                                                                                ----                ----
<S>                                                                        <C>                     <C>    
Cash flows from operating activities:
     Net income                                                               $ 47,323             381,155
     Adjustments to reconcile net income to net cash
       (used in) provided by operating activities:
         Provision for loan losses                                              51,500              14,192
         Depreciation, amortization, and accretion, net                         92,226             100,688
         Amortization of management stock bonus plan expense                    97,109              15,036
         Net gain on sale of investment securities and
            mortgage-backed securities                                        (355,565)                  -
         Decrease (increase) in accrued interest and
            dividends receivable                                                87,891              (2,802)
         Increase in other assets                                             (679,897)            (37,790)
         Increase(decrease)  in other liabilities                              172,524             (25,524)
         Other, net                                                            (24,305)            (36,435)
                                                                            -----------        ------------
            Net cash (used in) provided by operating activities               (511,194)            408,520
                                                                              ---------         ----------

Cash flows from investing activities:
     Proceeds from maturing investment securities
        available for sale                                                     914,405           4,069,798
     Proceeds from sales of investment securities
        available for sale                                                     553,488           3,000,307
     Purchases of investment securities available for sale                    (989,063)              -
     Purchases of investment securities held to maturity                         -              (4,320,647)
     Principal repayments on mortgage-backed securities
        available for sale                                                     946,779             901,890
     Proceeds from sales of mortgage-backed securities
        available for sale                                                   5,261,442             622,753
     Purchase of mortgage-backed securities held to maturity                     -              (2,709,100)
     Loan (originations) repayments, net                                   (19,208,926)         (3,556,103)
     Proceeds from sale of loans                                             1,803,570           2,455,221
     Purchases of premises and equipment                                      (990,100)            (70,815)
     Sale of real estate owned                                                   -                 (75,626)
                                                                           -----------         ----------- 
            Net cash (used in) provided by investing activities            (11,708,405)            317,678
                                                                           ------------        -----------
</TABLE>


                                       3


<PAGE>
                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                 Six Months Ended
                                                                                      June 30,
                                                                           -------------------------------
                                                                              1997                1996
                                                                              ----                ----
<S>                                                                        <C>                     <C>    
Cash flows from financing activities:
     Net increase in savings and
       demand deposit accounts                                               2,081,672              87,482
     Net increase (decrease) in certificates of deposits                     9,193,307            (557,095)
     Increase in Federal Home Loan Bank advances                             2,300,000             500,000
     Net increase in advance payments by
       borrowers for property taxes and insurance                               65,589             199,059
     Dividends paid                                                           (405,010)           (391,387)
     ESOP shares allocated                                                      57,600              80,036
     Common stock repurchased and retired                                   (1,457,052)           (729,022)
                                                                           -----------          ----------
           Net cash provided by (used in) financing activities              11,836,106            (810,927)
                                                                            ----------          ----------

           Decrease in cash and cash equivalents                              (383,493)            (84,729)
Cash and cash equivalents at beginning of period                           $ 4,747,486           2,771,882
                                                                             ---------           ---------
Cash and cash equivalents at end of year                                   $ 4,363,993           2,687,153
                                                                           ===========          ==========
Supplemental disclosure of cash flow information:
     Interest paid                                                         $ 1,518,614           1,260,150
                                                                           ===========          ==========
     Income taxes paid                                                          63,860             162,216
                                                                           ===========          ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>



                       CCF HOLDING COMPANY AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.  Basis of Presentation
    ---------------------

The consolidated  financial statements for the three and six month periods ended
June 30, 1997 and 1996 are  unaudited  and reflect all  adjustments  (consisting
only of normal  recurring  accruals)  which are, in the  opinion of  management,
necessary  for a fair  presentation  of the  financial  position  and  operating
results  for  the  interim  periods.   Accordingly,  they  do  not  include  all
information and disclosures required by generally accepted accounting principles
for complete financial statements.

The results of  operations  for the six month period ended June 30, 1997 are not
necessarily  indicative  of the results for the entire year ending  December 31,
1997.

2.  Accounting Policies
    -------------------

Reference  is made to the  accounting  policies of the Company  described in the
notes to the consolidated financial statements contained in the Company's Annual
Report on Form  10-KSB for the fiscal year ended  September  30, 1996 filed with
the Securities and Exchange Commission.

3.  Reclassifications
    -----------------

Certain amounts in the prior period financial  statements have been reclassified
to conform to the presentation used in the current period consolidated financial
statements.

4.  Cash Dividend
    -------------

On December 11, 1996, the Company  declared a semi-annual  cash dividend of $.25
per share and a  special  cash  dividend  of $.25 per share to  stockholders  of
record on December 25, 1996. These dividends were paid on January 15, 1997.

On June 12, 1997, the Company declared a semi-annual cash dividend of $ .275 per
share to stockholders  of record on June 30, 1997.  These dividends were paid on
July 15, 1997.

5.  Change in Year-end
    ------------------

On December 10, 1996, the Company's board of directors  approved a change in the
Company's  year-end  from  September  30 to December  31. The Company  filed its
transition report on Form 10-QSB for the period from October 1, 1996 to December
31, 1996.

                                       5

<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

6.  Repurchase of Common Stock
    --------------------------

The Company  retired  190,250  shares of common stock held as treasury  stock at
September 30, 1996. In addition, the Company purchased and retired an additional
91,590 and 84,100  shares of the  Company's  common stock  during the  six-month
period ended June 30, 1997 and the  three-month  period ended December 31, 1996,
respectively.


7.  Name Change
    -----------

Effective  February  4, 1997,  the  Office of Thrift  Supervision  ("OTS")  gave
approval for the  Association to change its name to Heritage Bank. This name has
been fully phased in to all its markets.

8.  Recent Accounting Pronouncements
    --------------------------------

In January 1997, the Securities and Exchange Commission approved rule amendments
(the Release)  regarding  disclosures  about derivative  financial  instruments,
other financial  instruments and derivative commodity  instruments.  The Release
requires  inclusion in the  footnotes to the  financial  statements of extensive
detail about the accounting policies followed by a registrant in connection with
its accounting for derivative  financial  instruments  and derivative  commodity
instruments.  The  accounting  policy  requirements  become  effective  for  all
registrants  for filings that include  financial  statements  for periods ending
after  June 15,  1997.  The  Company  does  not  presently  have any  derivative
financial  instruments  or derivative  commodity  instruments  as defined in the
Release.

In February 1997, the FASB issued SFAS No. 128,  "Earnings Per Share".  SFAS No.
128 supersedes  Accounting  Principles Board Opinion No. 15 "Earnings Per Share"
and specifies the  computation,  presentation,  and disclosure  requirements for
earnings  per share  (EPS) for  entities  with  publicly  held  common  stock or
potential  issuable  common  stock.  SFAS No. 128 replaces the  presentation  of
primary EPS with a presentation  of basic EPS and fully diluted EPS with diluted
EPS. It also requires dual  presentation of basic and diluted EPS on the face of
the income  statement  for all entities  with  complex  capital  structures  and
requires a  reconciliation  of the  numerator and  denominator  of the basic EPS
computation  to the numerator and  denominator  of the diluted EPS  computation.
SFAS No. 128 is effective for financial  statements  for both interim and annual
periods  ending after  December 15, 1997.  The expected  impact on the Company's
financial  statements  of the  provisions  of SFAS No. 128 is not expected to be
material.

                                       6
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Comparison of Financial Condition at June 30, 1997 and December 31, 1996

Assets - The Company's  assets  increased by 13.1%,  or $11.6  million,  between
December 31, 1996 and June 30, 1997.  Loans  receivable  increased  27% to $81.8
million at June 30, 1997,  up $17.4  million from $64.4  million at December 31,
1996. The Company's loan growth is primarily  centered in the commercial lending
and single family  construction  loans.  Commercial  loans have  increased  $6.2
million and construction  loans by $8.7 million due primarily to the addition of
new loan  originators  at the main  office in Clayton  County and entry into the
Henry (McDonough) and Fayette  (Fayetteville) County markets. In order to fund a
portion of this loan growth,  cash, interest bearing deposits in other financial
institutions and investment and mortgage-backed securities,  combined, decreased
by $6.5 million,  or 31.7%, to $14.0 million at June 30, 1997 from $20.5 million
at December 31,  1996.  Other assets  increased to $959,000,  of which  $683,000
represents  construction  in  progress  on the  Company's  two new full  service
offices in  McDonough  and  Fayetteville,  Georgia.  In  addition,  premises and
equipment increased by $838,000 or 44.8% from December 31, 1996 to June 30, 1997
which is primarily due to the  renovation of the bank's main office in Jonesboro
and the set up of temporary  banking  facilities in McDonough and  Fayetteville,
Georgia.  The Company opened  temporary  banking  facilities in Fayetteville and
McDonough, Georgia in February 1997 and April 1997, respectively.

Liabilities - Total  deposits  during the six months ended June 30, 1997 grew to
$78.0  million,  an increase of $11.2 million,  or 16.8%,  from $66.8 million at
December  31,  1996.  The  increase in  deposits is a result of general  deposit
growth at the main office in Jonesboro  and the  Company's  entry into the Henry
and Fayette county markets.  Federal Home Loan Bank advances also increased $2.3
million or 31% from $7.5 million at December  31, 1996  compared to $9.8 million
at June 30, 1997.  The increases in deposits and Federal Home Loan Bank advances
provided the necessary funding for the balance sheet growth.

Stockholders'  Equity - Stockholders'  equity  decreased $1.3 million,  or 9.9%,
from $13.1 million at December 31, 1996 to $11.8 million at June 30, 1997.  This
decrease was primarily  the result of the Company's  repurchase of 91,590 shares
of its common stock for $1.5 million  during the six months ended June 30, 1997.
In addition,  the Company declared a semi-annual dividend totaling $207,000. The
ratio of stockholders' equity as a percentage of total assets decreased to 11.7%
at June 30, 1997 from 14.8% at December 31, 1996. Book value per share decreased
to $14.29 at June 30, 1997 from $14.61 at December 31, 1996.

Comparison  of  Operating  Results for the Three  Months Ended June 30, 1997 and
1996

Performance Overview

Net Income - The  Company's  net income of $17,000  for the  three-month  period
ended  June 30,  1997  decreased  by  $175,000,  or 91.3%,  from net income of $
192,000 for the same  period in 1996.  This  decrease  was  primarily  due to an
increase of $ 613,000,  or 101%, in other expenses,  offset by gains on sales of
investment and mortgage-backed securities of $ 179,000.

The increase in other expenses  represents  costs  associated  with the opening,
staffing and equipping of the  Fayetteville and McDonough  offices,  as well as,
the hiring of additional  personnel in Heritage Bank's Jonesboro office in order
to provide its  customers  with  additional  loan  products.  A reduction in net
income

                                        7
<PAGE>

compared to prior periods, as a result of these increased expenses,  is expected
by management of the Company to continue for the remainder of 1997 until the new
offices mature and higher levels of loan and deposit activity are achieved.  The
Company  believes  that this  expansion  of  markets,  personnel,  products  and
services  should  enhance  long-term  shareholder  value and does not expect the
decrease in earnings  will be as great after  1997.  This  statement  of beliefs
concerning  the  expansion of the Company is a forward  looking  statement.  The
Private Securities Litigation Reform Act of 1995 (the "Act") provides protection
to the Company in making certain forward looking statements that are accompanied
by meaningful  cautionary  statements that identify important factors that could
cause actual results to differ materially from the forward looking statement. As
with any  expansion,  if new offices or additional  personnel do not  ultimately
result in increased  loan and deposit  activity and increased net income,  these
expenses  would continue to have an adverse affect on net income during 1998 and
in future periods.

Net Interest Income - Net interest income for the three-month  period ended June
30, 1997 increased $104,000 or 13.1 %, from $793,000 in 1996 to $897,000 for the
same period in 1997.  The  increase in the average  balance of loans  receivable
during the three-month  period ended June 30, 1997,  compared to the same period
in 1996, resulted in a $665,000,  or 68%, increase in interest income from loans
to  $1.6  million  from  $977,000,  respectively.   Conversely,  investment  and
mortgage-backed  securities interest income decreased $276,000 from 1997 to 1996
to $116,000 from $392,000. The decrease was due to the liquidation of investment
securities to fund loan growth.  Interest expense increased $276,000 to $887,000
for the three-month period ended June 30, 1997 from $611,000 for the same period
in 1996. This increase is the result of the increase in deposits and due to FHLB
advances outstanding during the quarter ended June 30, 1997.

Provision  for  Loan  Losses  - The  Association's  provision  for  loan  losses
increased  for the three month period  ended June 30, 1997  compared to the same
period in 1996 by  increasing  to  $33,000  from  $7,000.  The  increase  in the
provision  was  necessary  primarily  to  maintain  the  level  of loan  loss to
outstanding  loans,  due to  strong  growth  in the loan  portfolio.  Management
periodically evaluates the adequacy of the allowance for loan losses,  including
an evaluation of past loan loss experience, current economic conditions, volume,
growth and collateral of the loan portfolio.  Management also reviews classified
assets,  including those loans and assets listed as  non-performing.  Management
currently  believes  that its  allowance  for loan losses is adequate.  However,
there can be no assurances that further additions will not be needed.

Other  Income - Other income  increased  244%,  or $268,000,  to $377,000 in the
three-month  period  ended June 30,  1997 from  $109,000  for the same period in
1996.  This increase was  primarily the result of gains on sales of  investments
and  mortgage-backed  securities of $179,000 during the three month period ended
June 30, 1997.  There were no sales of  interest-earning  assets during the same
period in 1996.  In  addition,  due to loan and  deposit  growth,  loan fees and
service  charges on deposit  accounts  increased to $167,000  from $88,000 which
also contributes to the increase in other income.

Other  Expenses - Other  expenses for the three month period ended June 30, 1997
increased 101% from $605,000 for the  three-month  period ended June 30, 1996 to
approximately $1.2 million for the same period in 1997, an increase of $613,000.
As discussed  above under net income,  this increase is the result of additional
personnel hired by the Company since the three-month period ended June 30, 1996.
Salaries and employee benefits  increased to $713,000 for the three month period
ended June 30, 1997 compared to $309,000

                                        8
<PAGE>

during the same  three-month  period in 1996.  In  addition,  occupancy  expense
increased  $109,000 to $242,000 for the  three-month  period ended June 30, 1997
from $133,000 during the same period in 1996.

Income  Taxes - Effective  tax rates  during the two  three-month  periods  were
comparable as there were no changes in statutory tax rates.

Liquidity Resources - The Company's wholly-owned subsidiary,  Heritage Bank (the
"Bank") is required to maintain  minimum  levels of liquid  assets as defined by
the Office of Thrift  Supervision  (OTS)  regulations.  The OTS minimum required
liquidity  ratio is 5% and the  minimum  short-term  liquidity  ratio is 1%. The
Bank's  liquidity ratio averaged 13.0% during June 1997 compared to 27.9% during
the month of June 1996.  The Bank manages its liquidity  levels in order to meet
funding  needs for deposit  outflows,  payments of real estate  taxes and escrow
accounts  on  mortgage  loans,  loan  funding  commitments,  and  repayments  of
borrowings,   when  applicable.  The  primary  source  of  funds  are  deposits,
amortization  and prepayments of loans,  the sale and maturity of investment and
mortgage-backed securities, short-term Federal Home Loan Bank advances and funds
provided by operations.

Comparison of Operating Results for the Six Months Ended June 30, 1997 and 1996

Performance Overview

Net Income - The  Company's net income of $47,000 for the six month period ended
June 30,  1997 was  $334,000  or 87.7%  less  than the same  period in 1996 of $
381,000. The decrease resulted principally from an increase in other expenses of
$ 1.1 million or 92% from $1.2  million for the six month  period ended June 30,
1996  compared to $2.3  million for the same  period in 1997.  This  increase in
other  expenses  was  partially  off-set  by  $356,000  in  gains  on  sales  of
investments and mortgage-backed securities.

As discussed above,  the increase in other expenses  represents costs associated
with the opening,  staffing  and  equipping of the  Fayetteville  and  McDonough
offices,  as well as, the hiring of  additional  personnel  in  Heritage  Bank's
Jonesboro  office  in  order to  provide  its  customers  with  additional  loan
products.

Net Interest  Income - Net interest  income for the six-month  period ended June
30, 1997 slightly increased by $164,000,  or 10.7%, from $1.5 million in 1996 to
$1.7 million for the same period in 1997. The increase in the average balance of
loans receivable  during the six-month  period ended June 30, 1997,  compared to
the same period in 1996, resulted in a $1.1 million, or 57% increase in interest
income from loans to $3 million from $1.9 million.  Conversely,  investment  and
mortgage-backed  securities interest income decreased $522,000 from 1997 to 1996
to $261,000 from $783,000. The decrease was due to the liquidation of investment
securities to fund loan growth.  Interest expense  increased by $411,000 to $1.7
million for the  six-month  period ended June 30, 1997 from $1.3 million for the
same period in 1996. This increase is the result of the increase in deposits and
due to FHLB advances outstanding for the six months ended June 30, 1997.

Provision for Loan Losses - The  provision for loan losses  increased to $52,000
for the six month  period  ended June 30, 1997  compared to $ 14,000 for the six
month period ended June 30, 1996.  The increase in the  provision  was necessary
primarily to maintain the level of loan loss to outstanding loans, due to strong
growth in the loan portfolio.

                                        9


<PAGE>

Other  Income - Other income  increased  197%,  or $507,000,  to $765,000 in the
six-month period ended June 30, 1997 from $ 258,000 for the same period in 1996.
This  increase  was the  result of gains on sales of  investments  of Coca  Cola
stock of $356,000  recognized  during the six months ended June 30, 1997.  There
were no such sales of interest-earning assets during the same period in 1996. In
addition,  due to loan and  deposit  growth,  loan fees and  service  charges on
deposit  accounts  increased to $325,000 from $167,000 which also contributes to
the increase in other income.


Other Expenses - Other expenses for the six months ended June 30, 1997 increased
92% from $1.2  million  for the  six-month  period  ended June 30,  1996 to $2.3
million for the same period in 1997, an increase of $1.1  million.  As discussed
above under net income,  this  increase  is the result of  additional  personnel
hired by the Company  since the six-month  period ended June 30, 1996.  Salaries
and employee  benefits  increased to $1.4 million for the six month period ended
June 30, 1997 compared to $598,000 during the same six-month  period in 1996. In
addition,  occupancy  expense  increased  $189,000 to $439,000 for the six-month
period ended June 30, 1997 from $250,000 during the same period in 1996.

Income  Taxes -  Effective  tax rates  during  the two  six-month  periods  were
comparable as there were no changes in statutory tax rates.


                                       10

<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         NONE

Item 2.  Changes in Securities

         NONE

Item 3.  Defaults upon Senior Securities.

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibit 11 - Computation of Per Share Earnings

        (b)  No report on Form 8-K was filed during the second quarter of 1997.

                                       11

<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY


                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                        CCF HOLDING COMPANY


     Date: August 11, 1997               BY:\s\ David B. Turner
           -----------------------          ------------------------------------
                                              David B. Turner
                                              President and
                                              Chief Executive Officer


     Date: August 11, 1997               BY:\s\ Mary Jo Rogers
           -----------------------          ------------------------------------
                                              Mary Jo Rogers
                                              Vice President and
                                              Chief Financial Officer

                                       12