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, 1999
                                -------------

[ ]  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:
At  July  15,  1999  988,650  shares  of  the  registrant's  common  stock  were
outstanding.

          Transitional Small Business Disclosure Format (check one):

Yes         No  X
     ---       ---




<PAGE>



FORM 10-QSB
                                      INDEX



PART I.   FINANCIAL INFORMATION                                             Page



         Item 1.  Financial Statements:

                    Consolidated Balance Sheets as of
                    June 30, 1999 and December 31, 1998........................1

                    Consolidated Statements of Income
                    for the three months and six months ended
                    June 30, 1999 and June 30, 1998 ...........................2

                    Consolidated Statements of Comprehensive Income
                    for the three months and six months ended
                    June 30, 1999 and June 30, 1998  ..........................3

                    Consolidated Statements of Cash Flows
                    for the six months ended
                    June 30, 1999 and June 30, 1998 ...........................4

                    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 .........................................9

         Item 2.    Changes in Securities......................................9

         Item 3.    Defaults upon Senior Securities ...........................9

         Item 4.    Submission of Matters to a Vote
                      of Security Holders .....................................9

         Item 5.    Other Information .........................................9

         Item 6.    Exhibits and Reports on Form 8-K ..........................9

Signatures          ..........................................................10



<PAGE>
PART I.  FINANCIAL INFORMATION
------------------------------
ITEM 1.  FINANCIAL STATEMENTS

                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                     Assets
                                     ------
                                                                     June 30,                 December 31,
                                                                      1999                        1998
                                                                      ----                        ----
                                                                   (Unaudited)                 (Audited)

<S>                                                              <C>                            <C>
Cash and due from banks                                           $    7,465,617                 7,275,835
Federal funds sold                                                    10,130,000                 2,320,000
Interest-bearing deposits in other financial institutions                451,600                   756,687
                                                                     -----------            --------------
              Cash and cash equivalents                               18,047,217                10,352,522

Investment securities available for sale                              33,356,400                29,457,412
Loans, net                                                           132,113,843               121,827,463
Premises and equipment, net                                            5,448,627                 5,422,602
Federal Home Loan Bank stock, at cost                                    509,800                 1,013,200
Accrued interest and dividends receivable                              1,195,118                 1,114,880
Other assets                                                           1,265,637                   671,863
                                                                    ------------               -----------
                  Total assets                                     $ 191,936,642               169,859,942
                                                                    ============               ===========

                      Liabilities and Stockholders' Equity
Deposits:
     Non-interest bearing                                          $  11,974,547                 8,501,973
     Interest- bearing deposits                                       63,364,220                44,555,271
     Savings  accounts                                                 8,079,685                 9,089,074
     Time deposits less than $100,000                                 73,889,280                74,388,954
     Time deposits greater than $100,000                              19,163,318                18,441,449
                                                                    ------------              ------------
                  Total deposits                                     176,471,050               154,976,721

     Securities sold under agreements to repurchase                    1,437,557                 1,117,264
     Line of credit                                                      750,000                         -
     Other liabilities                                                 1,467,527                 2,139,844
                                                                     -----------               -----------
                  Total liabilities                                  180,126,134               158,233,829
                                                                     -----------               -----------
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;  988,650 shares issued in 1999 and
        990,647 shares issued 1998; outstanding
        979,365 in 1999 and 984,662 in 1998                               98,869                    90,059
     Additional paid-in-capital                                        9,058,640                 7,783,384
     Retained earnings                                                 3,557,705                 4,528,267
     Unearned ESOP shares                                               (432,000)                 (468,000)
     Unearned compensation                                              (199,254)                 (286,339)
     Treasury stock, at cost                                             (85,826)                  (59,777)
     Accumulated other comprehensive income                             (187,626)                   38,519
                                                                    ------------              ------------

                  Total stockholders' equity                          11,810,508                11,626,113
                                                                    ------------              ------------

                  Total liabilities and stockholders' equity       $ 191,936,642               169,859,942
                                                                    ============              ============
</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,
                                                              ---------------------------- ---------------------------
                                                                   1999           1998          1999          1998
                                                               -----------    -----------   -----------   -----------
<S>                                                          <C>              <C>           <C>           <C>
Interest and dividend income:
   Interest and fees on loans                                  $ 3,012,708      2,581,648     5,980,328     4,958,278
   Interest on federal funds sold                                  116,924           --         199,380             1
   Interest bearing deposits in other financial institutions        20,147          6,133        53,861        28,711
   Interest and dividends on taxable investment securities         429,679        386,613       797,347       641,926
                                                               -----------    -----------   -----------   -----------
               Total interest and dividend income                3,579,458      2,974,394     7,030,916     5,628,916
Interest expense:
   Deposit accounts                                              1,833,802      1,652,609     3,600,502     2,942,414
   Other borrowings                                                 21,660         27,781        32,437       188,185
                                                               -----------    -----------   -----------   -----------
          Total interest expense                                 1,855,462      1,680,390     3,632,939     3,130,599
                                                               -----------    -----------   -----------   -----------
          Net interest income                                    1,723,996      1,294,004     3,397,977     2,498,317

Provision for loan losses                                          100,000         60,000       220,700       120,000
                                                               -----------    -----------   -----------   -----------
          Net interest income after provision
            for loan losses                                      1,623,996      1,234,004     3,177,277     2,378,317
                                                               -----------    -----------   -----------   -----------
Other income:
   Service charges on deposit accounts                             124,451         86,884       244,643       185,449
   Gain(loss) on sale of loans                                      (1,983)          --          51,878          --
   Gain on sale of fixed assets                                       --             --          58,359          --
   Gain on sale of investments and mortgage-backed
     securities                                                     68,201         30,028        68,201       135,417
   Other                                                            31,227         23,767        46,739        62,628
                                                               -----------    -----------   -----------   -----------
          Total other income                                       221,896        140,679       469,820       383,494
                                                               -----------    -----------   -----------   -----------
Other expenses:
   Salaries and employee benefits                                  840,258        750,619     1,675,301     1,486,996
   Occupancy                                                       277,808        177,181       549,185       442,611
   Other                                                           375,312        386,497       709,913       684,874
                                                               -----------    -----------   -----------   -----------
          Total other expenses                                   1,493,378      1,314,297     2,934,399     2,614,481
                                                               -----------    -----------   -----------   -----------
Income before income taxes                                         352,514         60,386       712,698       147,330

Income tax expense                                                 123,465         21,561       250,965        51,990
                                                               -----------    -----------   -----------   -----------
          Net income                                           $   229,049         38,825       461,733        95,340
                                                               -----------    -----------   -----------   -----------
Basic income per share                                         $       .27            .05           .54           .11
                                                               -----------    -----------   -----------   -----------
Diluted  income per share                                      $       .26            .04           .52           .11
                                                               -----------    -----------   -----------   -----------
Weighted average shares outstanding - basic                        856,516        839,329       856,516       839,543
                                                               -----------    -----------   -----------   -----------
Weighted average shares outstanding - diluted                      892,989        891,349       897,617       889,850
                                                               -----------    -----------   -----------   -----------
Dividends declared per common share                                    .08           .145           .16           .29
                                                               ===========    ===========   ===========   ===========
 </TABLE>

See accompanying notes to consolidated financial statements.

                                        2
<PAGE>
                               CCF HOLDING COMPANY
                 Consolidated Statement of Comprehensive Income
                 For the Six Month Ended June 30, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     Three Months Ended        Six Months Ended
                                                          June 30,                 June 30,
                                                          --------                 --------
                                                     1999          1998        1999          1998
----------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>         <C>          <C>
Net Earnings                                       $ 229,049       38,825      461,733       95,340
                                                   ---------    ---------    ---------    ---------


Other comprehensive income,  net  of  tax:
      Unrealized  gains  on  investment
      securities available for sale:
          Holding gains (losses) arising during
          the period, net of taxes of $(60,902),
          $20,441, $(112,481) and $107,946           (99,536)      33,407     (183,833)     176,422


          Reclassification adjustment for
          gain included in earnings, net
          of taxes $25,889,$11,399, $25,889,
          and $51,404                                (42,312)     (18,629)     (42,312)     (84,013)
                                                   ---------    ---------    ---------    ---------

Other comprehensive income (loss)                   (141,848)      14,778     (226,145)      92,409
                                                   ---------    ---------    ---------    ---------
Comprehensive income                               $  87,201       53,603      235,588      187,749
                                                   =========    =========    =========    =========
</TABLE>

                                       3
<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       Six Months Ended
                                                                                          June 30,
                                                                                 ------------------------------
                                                                                       1999            1998
                                                                                       ----            ----
<S>                                                                             <C>             <C>
Cash flows from operating activities:
      Net income                                                                 $    461,733          95,340
      Adjustments to reconcile net income to net cash
        (used in) provided by operating activities:
      Provision for loan losses                                                       220,700         120,000
      Depreciation, amortization, and accretion, net                                  224,501         208,925
      Amortization of management stock bonus plan expense                              40,386          68,549
      ESOP compensation expense                                                        69,250          82,657
      Net gain on sale of investment securities and mortgage-backed securities        (68,201)       (135,417)
      Net gain on sale of loans                                                       (51,878)           --
      Net gain on sale of fixed assets                                                (58,359)           --
      Increase in accrued interest and dividends receivable                           (80,238)       (175,715)
      Increase in other assets                                                       (593,775)       (276,697)
      Decrease in other liabilities                                                  (749,981)        (19,109)
                                                                                 ------------    ------------
   Net cash used in operating activities                                             (585,862)        (31,467)
                                                                                 ------------    ------------

Cash flows from investing activities:
      Proceeds from maturing investment securities-available for sale              17,753,400            --
      Proceeds from sales of investment securities-available for sale                 132,656       1,402,995
      Purchases of investment securities-available for sale                       (21,457,551)    (14,727,695)
      Principal repayments on mortgage-backed securities-available for sale            40,676         220,899
      Proceeds from sales of mortgage-backed securities-available for sale               --         1,167,169
      Loan originations, net                                                      (15,959,697)    (17,282,003)
      Proceeds from sale of loans                                                   5,504,495            --
      Premises and equipment retired                                                     --           296,695
      Proceeds from sale of premises and equipment                                    132,722            --
      Purchases of premises and equipment                                            (309,083)       (966,375)
                                                                                 ------------    ------------
   Net cash used in investing activities                                          (14,162,382)    (29,888,315)
                                                                                 ------------    ------------

Cash flows from financing activities:
      Net increase in savings and demand deposit accounts                          21,272,134      16,712,943
      Net increase in certificates of deposits                                        222,195      33,994,538
      Net increase in securities sold under agreements to repurchase                  320,293       1,004,546
      Decrease in Federal Home Loan Bank advances                                        --       (18,510,000)
      Advances on line of credit                                                      750,000            --
      Net increase in advance payments by
        borrowers for property taxes and insurance                                     97,490         205,269
      Dividends paid                                                                 (210,140)       (133,709)
      Cash paid in lieu of fractional shares                                             (835)           (651)
      Common stock repurchased                                                         (8,198)        (51,190)
                                                                                 ------------    ------------
            Net cash provided by  financing activities                             22,442,939      33,221,746
                                                                                 ------------    ------------

Increase in cash and cash equivalents                                               7,694,695       3,301,964
Cash and cash equivalents at beginning of period                                   10,352,522       8,741,316
                                                                                 ------------    ------------
Cash and cash equivalents at end of period                                       $ 18,047,217      12,043,280
                                                                                 ============    ============
Supplemental disclosure of cash flow information:
      Interest paid                                                              $  3,142,878       1,680,390
                                                                                 ============    ============
      Income taxes paid                                                          $    662,000          15,000
                                                                                 ============    ============
</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 six month periods ended June 30,
1999 and June 30, 1998 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,  operating results,
and cash flows 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, 1999 are not
necessarily  indicative  of the results for the entire year ending  December 31,
1999.

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 December 31, 1998 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 June 18,  1999,  the  Company  declared a cash  dividend of $.08 per share to
stockholders of record on July 1, 1999. These dividends were payable on July 15,
1999.  For  periods  ending  during  1998,  per share cash  dividends  have been
adjusted for stock dividends.

5.   Stock Dividend
     --------------

On March 16,  1999,  the  Company  declared  a 10% stock  dividend  per share to
stockholders  of record on April 1, 1999. This dividend was payable on April 15,
1999.  Cash was paid in lieu of  fractional  shares  at the rate of  $14.25  per
share. As a result of the stock  dividend,  the Company  transferred  $1,280,827
from retained earnings to additional paid in capital.

6.  Earnings per share
    ------------------

Basic EPS  excludes  dilution and is computed by dividing net income by weighted
average shares  outstanding  which includes  Management  Stock Bonus Plan shares
which have been awarded  whether  vested or not and exclude  unallocated  shares
under the Company's employee stock ownership plan until they are committed to be
released  for  allocation.  Diluted EPS is  computed  by dividing  net income by
weighted  average shares  outstanding plus potential common stock resulting from
dilutive stock options.

All average share and per share data in the accompanying  consolidated financial
statements  and all share and per share data have been  restated  to reflect the
10% stock dividend  declared in December 1997, which was effected on January 15,
1998 and the 10% stock dividend  declared on March 16, 1999,  which was effected
on April 15, 1999.

The following is a reconciliation of the amounts used in the computation of both
"basic earnings per share" and "diluted earnings per share".

                                        5
<PAGE>

6.  Earnings per share (continued)
    ------------------------------

<TABLE>
<CAPTION>
                                                           For the three months ended June 30, 1999
                                                                                                  Per share
                                                          Net Earnings         Common Shares        Amount
                                                          ------------         -------------        ------

<S>                                                         <C>                   <C>             <C>
Basic earnings per share                                     $229,049              856,516         $0.27
Effect of dilutive common stock issuance's:
     Stock Options                                                                  36,473
                                             -----------------------------------------------------------
Diluted Earnings per share                                   $229,049              892,989         $0.26
                                             ===========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                              For the three months ended June 30, 1998
                                                                                                Per share
                                                         Net Earnings         Common Shares        Amount
                                                         ------------         -------------        ------

<S>                                                          <C>                  <C>             <C>
Basic earnings per share                                      $38,825              839,329         $0.05
Effect of dilutive common stock issuance's:
     Stock Options                                                                  52,020
                                            -------------------------------------------------------------
Diluted Earnings per share                                    $38,825              891,349         $0.04
                                            =============================================================

</TABLE>

<TABLE>
<CAPTION>
                                                          For the six months ended June 30, 1999
                                                                                                  Per share
                                                          Net Earnings         Common Shares        Amount
                                                          ------------         -------------        ------

<S>                                                         <C>                   <C>             <C>
Basic earnings per share                                     $461,733                856,516       $0.54
Effect of dilutive common stock issuance's:
     Stock Options                                                                    41,101
                                             -----------------------------------------------------------
Diluted Earnings per share                                   $461,733                897,617       $0.51
                                             ===========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                  For the six months ended June 30, 1998
                                                                                               Per share
                                                       Net Earnings         Common Shares        Amount
                                                       ------------         -------------        ------

<S>                                                          <C>                  <C>             <C>
Basic earnings per share                                      $95,340              839,543         $0.11
Effect of dilutive common stock issuance's:
     Stock Options                                                                  50,307
                                            ------------------------------------------------------------
Diluted Earnings per share                                    $95,340              889,850         $0.11
                                            ============================================================

</TABLE>
                                        6

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

CCF Holding  Company (the  "Company") may from time to time make written or oral
"forward-looking  statements",  including  statements contained in the Company's
filings with the Securities and Exchange  Commission  (including  this report on
Form 10QSB),  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 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 rate and 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,
acquisitions;  changes in consumers  spending and saving habits; and the success
of the Company at managing the risks involved in the foregoing.

The Company cautions that these important 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.

Comparison of Financial Condition at June 30, 1999  and December 31, 1998

Assets - The Company's assets increased by 13%, or $22 million, between December
31, 1998 and June 30, 1999. Loans  receivable  increased 8.44% to $132.1 million
at June 30, 1999, up $10.3 million from $121.8 million at December 31, 1998. The
Company's loan growth  includes  approximately  $6.4 million in commercial  real
estate  loans $1.8 million in  construction  loans and $ 8.9 million in consumer
loans,  primarily  indirect consumer loans. The growth has been partially offset
by the sale,  in January  1999,  of $5.4 million in fixed rate  mortgage (1 to 4
family  dwellings)  loans  for a net  decrease  in the  mortgage  (1 to 4 family
dwellings) loan portfolio of $6.7 million.

Federal funds sold increased $7.8 million from $2.3 million at December 31, 1998
to $10.1 million at June 30, 1999. Other assets increased $594,000 from December
31,  1998 to June 30,  1999.  This  increase  was  largely due to an increase of
$280,000 in the dealer reserve  account,  associated  with the indirect  lending
function and an increase of $200,000 in prepaid expenses for annual  maintenance
contracts and annual insurance premiums.

Liabilities - Total  deposits  during the six months ended June 30, 1999 grew to
$176.5 million, an increase of $21.5 million from $155.0 million at December 31,
1998.  Deposit growth was primarily in transaction  accounts with a $3.5 million
increase  in  non-interest  bearing  accounts  and a $18.8  million  increase in
interest  bearing  accounts.  The Bank continues to stress  transaction  account
growth in its marketing strategy.

Other  liabilities  decreased  $672,000  during the  period.  This  decrease  is
primarily  due to payment of $342,000  for income  taxes due for the year ending
1998.  Additionally,  the  overnight  balance  in  the  official  check  account
decreased by $394,000.

The Company  opened and drew $750,000 on a line of credit of  $1,000,000.  These
funds were downstreamed to the Bank as a capital infusion.

Stockholders'  Equity - Stockholders'  equity  increased  $184,000 or 1.6%, from
December  31,  1998 to June  30,  1999.  This  increase  was the  result  of the
Company's net income,  Employee  stock  ownership plan  allocations,  management
stock bonus plan expense, partially offset by the change in unrealized losses on
securities available for sale. The Company also declared two quarterly dividends
totaling  $157,000 which partially  offset the increase in stockholders  equity.
The ratio of  stockholders'  equity as a percentage of total assets decreased to
6.15% at June 30, 1999 from 6.84% at  December  31,  1998.  Book value per share
increased from $11.73 at December 31, 1998 to $11.95 at June 30, 1999.

                                        7
<PAGE>

Liquidity - The Bank's  liquidity was 19.8% on June 30, 1999. In addition to the
customary  means of  meeting  liquidity  needs,  the Bank had $10.1  million  in
Federal Funds sold available and unused lines of credit totaling $18.5 million.

Comparison  of Operating  Results for the Three Months and Six Months Ended June
30, 1999 and 1998

Net Income - The  Company's  net income of $229,049  for the three month  period
ending June 30, 1999  increased  by  $190,224,  from $38,825 over the same three
month period ending June 30, 1998.  Income of $461,733 for the six-month  period
ended June 30, 1999 increased by $366,393 or 384%,  from a net income of $95,340
for the six month  period  ending  June 30,  1998.  The change in net income was
primarily  due to an increase of net  interest  income,  generated  through loan
growth and interest on securities.

Net Interest Income - Net interest income for the three-month  period ended June
30, 1999 increased  $429,992 or 33.23% from $1,294,004 in 1998 to $1,723,996 for
the same period in 1999. For the six month periods ending June 30, 1999 and June
30, 1998 net interest income increased  $899,660 or 36.01%.  The increase in the
average balance of loans  receivable  during the six-month period ended June 30,
1999, of $20 million  resulted in a $1.02 million or 20.6%  increase in interest
income from loans to $5.98 million from $4.96 million, respectively.  Investment
securities and federal funds sold interest income  increased  $354,800 from June
30, 1998 to June 30, 1999, to $997,000 from $642,000. Interest expense increased
$502,340 to $3.63  million  for the  six-month  period  ended June 30, 1999 from
$3.13  million for the same period in 1998.  This  increase is the result of the
increased  balance in interest bearing deposits during the six months ended June
30, 1999.

Provision for Loan Losses - The Bank's  provision for loan losses  increased for
the six month  period  ended June 30, 1999  compared to the same period in 1998,
increasing  to  $220,700  from  $120,000.  At June 30,  1999 the  allowance  for
non-mortage loan losses to the non-mortage loan portfolio was 1.00%.  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.  Currently,
management  believes that its  allowance  for loan losses is adequate.  However,
there can be no assurances that further additions will not be needed. Management
will continue to monitor and adjust the allowance as necessary in future periods
based on growth in the loan portfolio,  loss experience  which has been minimal,
and the continued  expected  changing mix of loans in the loan portfolio.  Loans
internally classified as Substandard for the period ending June 30, 1999 totaled
$548,958 and for the period ending December 31, 1998  substandard  loans totaled
$786,762.  Loans  classified as doubtful  totaled  $86,822 for the period ending
June 30, 1999,  there were no loans classified as doubtful at December 31, 1998.
Non accrual  loans  decreased  from  $111,536 at December 31, 1998 to $38,292 at
June 30,  1999.  Charge  offs during the period  ending  June 30,  1999  totaled
$21,279.

Other Income - Service charges on deposit accounts  increased 43.2% from $86,884
at June 30, 1998 to $124,451 for the period ending June 30, 1999. During the six
month period ending June 30, 1999, service charge income on deposit accounts had
increased  to  $244,643.  This  represented  an increase of 31.92% over the same
period ending June 30, 1998. This increase is attributed to the rising number of
transaction accounts. Other income includes a gain on the sale of mortgage loans
of $53,861  during the first  quarter of 1999.  Fixed rate Fannie Mae  qualified
mortgage loans were sold to Fannie Mae with servicing retained.  Additionally, a
gain of $58,359  was booked  during the first  quarter  related to the sale of a
building in Riverdale Georgia. This office was closed in 1996.

Other  Expenses - Other  expenses for the three month period ended June 30, 1999
increased  13.63% from $1.3  million for the  three-month  period ended June 30,
1998 to $1.49 million for the same period in 1999, an increase of $179,000.  For
the six month period ending June 30, 1999, other expenses increased by 12.24% or
$319,918.  Salaries and employee benefits increased to $1.68 million for the six
month  period  ended June 30,  1999  compared to $1.49  million  during the same
six-month period in 1998, an increase of $188,305.  Occupancy expenses increased
by $107,574.  This  included an increase of $56,600 for  processing  the growing
number of transaction  accounts from the period ending June 30, 1998 to the same
six month period ending June 30, 1999.

Year  2000  -  The  Bank  has  developed  a  Business  Interruption  Plan  and a
Contingency Plan which were approved by the Board of Directors prior to the June
30, 1999  deadline as required by the  regulators.  The Bank's plans cover those
areas deemed mission  critical  including  those systems  certified as Year 2000
compliant.

Costs associated with the Year 2000 project have been negligible and have mostly
been  absorbed in the expansion  expenses  taking place over the last 24 months.
The new  technologies and processing  systems  installed during that period were
certified Year 2000 compliant at management's insistence, as they were added.

                                        8
<PAGE>
Year 2000 (continued)

All credit customers with balances outstanding or commitments exceeding $100,000
have been evaluated for their Year 2000 compliance  efforts.  There have been no
credit  risks noted  through  the period  ending  June 30,  1999.  All new loans
exceeding  the  $100,000  threshold  require  an  indemnity  from  the  customer
regarding issues relating to the millennium date change.

The  Company  will  monitor  uncertainties  related  to the Year 2000  issues by
continuing  to request an update on all critical and important  vendors  through
the  remainder of 1999. If any concerns are  identified  related to any critical
vendor,  the  contingency  plans  will  be  implemented  immediately  to  assure
continued service the Bank's customers.

The Year 2000 liquidity plan has been developed to included projected cash needs
and  sources of the funds that could be required  during the  century  rollover.
Funds will be available from maturing  discount notes and a lines of credit with
correspondent banks.

Successful  and  timely  completion  of  the  Year  2000  project  is  based  on
management's best estimates  derived from various  assumptions of future events,
which are  inherently  uncertain,  including the progress and results of testing
plans and the readiness of all vendors,  suppliers and customers. The electrical
provider that the Company uses has asserted that they are Year 2000 compliant.


Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Company,  such as  customers,  vendors,  payment  systems  providers  and  other
financial institutions,  makes it impossible to assure that a failure to achieve
compliance  by one or more of these  entities  would not have  material  adverse
impact on operations.





PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

         NONE

Item 2.  Changes in Securities and Use of Proceeds.

         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)    10.4 Change in Control Agreements with other executive  officers.
               (These agreements are in addition to other agreements  previously
               filed.)

        (b)    None.


                                        9
<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, 1999                     BY:\s\ David B. Turner
                                                  ------------------------------
                                                     David B. Turner
                                                     President and
                                                     Chief Executive Officer


     Date: August 11, 1999                     BY:\s\ Mary Jo Rogers
                                                  ------------------------------
                                                     Mary Jo Rogers
                                                     Sr. Vice President and
                                                     Chief Financial Officer