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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM
10-QSB

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(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, 2003
| |  | --------------------------------------------

| | o | Transition report under Section 13 or 15(d) of the Exchange Act
| | - | ---------------------------------------------------------------

| |  | For the transition period from _____________ to _____________
| |  | -------------------------------------------------------------

Commission file number:
0-25846

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CCF HOLDING COMPANY

(Exact name of Small Business Issuer as Specified in Its Charter)

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| | Georgia(State or Other Jurisdictionof Incorporation or Organization) |  | 58-2173616(I.R.S. EmployerIdentification No.) | 
| | -------------------------------------------------------------------- |  | --------------------------------------------- | 

101 North Main StreetJonesboro, Georgia 30236(Address of
Principal Executive Offices)

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

State the number of shares outstanding of each of the issuers classes of common equity: At August 9, 2003, 1,467,275 shares of the registrants common stock were
outstanding.

Transitional Small Business Disclosure Format (check one):

Yes o No x

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CCF HOLDING COMPANY AND SUBSIDIARYINDEX



|        |  |                       |  |                                                                                                                          | Page
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------ | ----
|        |  |                       |  |                                                                                                                          |     
|        |  |                       |  |                                                                                                                          |     
|PARTI.  |  | FINANCIAL INFORMATION | 
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 1.               |  | Financial Statements:                                                                                                    |     
|        |  |                       |  |                                                                                                                          |     
|        |  |                       |  | Consolidated Balance Sheetsas of June 30, 2003 and December 31, 2002                                                     | 1   
|        |  |                       |  |                                                                                                                          |     
|        |  |                       |  | Consolidated Statements of EarningsFor the Three-months and Six-months Ended June 30, 2003 and June 30, 2002             | 2   
|        |  |                       |  |                                                                                                                          |     
|        |  |                       |  | Consolidated Statements of Comprehensive IncomeFor the Three-months and Six-months Ended June 30, 2003 and June 30, 2002 | 3   
|        |  |                       |  |                                                                                                                          |     
|        |  |                       |  | Consolidated Statements of Cash FlowsFor the Six-months Ended June 30, 2003 and June 30, 2002                            | 4   
|        |  |                       |  |                                                                                                                          |     
|        |  |                       |  | Notes to Consolidated Financial Statements                                                                               | 5   
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 2.               |  | Managements Discussion and Analysis or Plan of Operation                                                                | 7   
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 3.               |  | Controls and Procedures                                                                                                  | 11  
|        |  |                       |  |                                                                                                                          |     
|PARTII. |  | OTHER INFORMATION     | 
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 1.               |  | Legal Proceedings                                                                                                        | 12  
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 2.               |  | Changes in Securities                                                                                                    | 12  
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 3.               |  | Defaults upon Senior Securities                                                                                          | 12  
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                      | 12  
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 5.               |  | Other Information                                                                                                        | 13  
|        |  |                       |  |                                                                                                                          |     
|        |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                         | 13  

|SIGNATURES | 14
|---------- | --





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##### Table of Contents

| | PART I. | FINANCIAL INFORMATION
| | ------- | ---------------------

| | ITEM1. | FINANCIAL STATEMENTS
| | ------ | --------------------

CCF HOLDING COMPANY AND SUBSIDIARYConsolidated Balance Sheets



|                                                                                                                                                      |  | June 30,2003 |             | December 31,2002 |            
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- | ---------------- | -----------
|                                                                                                                                                      |  |              |             |                  |            
|                                                                                                                                                      |  | (Unaudited)  |             | (Audited)        |            
|                                                                                                                                                      |  |              |             |                  |            
|Assets                                                                                                                                                |  |              |             |                  |            
|Cash and due from banks                                                                                                                               |  | $            | 9,707,554   |                  | 7,181,709  
|Interest-bearing deposits in other financial institutions                                                                                             |  |              | 8,585,872   |                  | 7,396,251  
|Federal funds sold                                                                                                                                    |  |              | 13,647,369  |                  | 8,120,227  
|                                                                                                                                                      |  |              |             |                  |            
|Cash and cash equivalents                                                                                                                             |  |              | 31,940,795  |                  | 22,698,187 
|Investment securities available for sale                                                                                                              |  |              | 39,856,851  |                  | 33,569,843 
|Loans, net                                                                                                                                            |  |              | 199,732,316 |                  | 190,968,808
|Premises and equipment, net                                                                                                                           |  |              | 7,027,476   |                  | 6,858,478  
|Federal Home Loan Bank stock, at cost                                                                                                                 |  |              | 750,000     |                  | 750,000    
|Accrued interest receivable                                                                                                                           |  |              | 1,178,412   |                  | 1,127,988  
|Cash surrender value of life insurance                                                                                                                |  |              | 4,481,014   |                  | 4,341,591  
|Other assets                                                                                                                                          |  |              | 1,955,808   |                  | 1,677,695  
|                                                                                                                                                      |  |              |             |                  |            
|Total assets                                                                                                                                          |  | $            | 286,922,672 |                  | 261,992,590
|                                                                                                                                                      |  |              |             |                  |            
|                                                                                                                                                      |  |              |             |                  |            
|Liabilities and Stockholders Equity                                                                                                                  |  |              |             |                  |            
|Deposits:                                                                                                                                             |  |              |             |                  |            
|Noninterest-bearing deposits                                                                                                                          |  | $            | 27,341,146  |                  | 23,609,262 
|Interest bearing demand deposits                                                                                                                      |  |              | 90,802,720  |                  | 83,893,015 
|Savings accounts                                                                                                                                      |  |              | 7,023,697   |                  | 6,937,688  
|Time deposits less than $100,000                                                                                                                      |  |              | 88,075,365  |                  | 88,921,841 
|Time deposits greater than $100,000                                                                                                                   |  |              | 31,137,673  |                  | 28,425,650 
|                                                                                                                                                      |  |              |             |                  |            
|Total deposits                                                                                                                                        |  |              | 244,380,601 |                  | 231,787,456
|Securities sold under agreement to repurchase                                                                                                         |  |              | 2,756,860   |                  | 2,084,604  
|Federal Home Loan Bank advances                                                                                                                       |  |              | 15,000,000  |                  | 5,000,000  
|Notes payable                                                                                                                                         |  |              | 4,000,000   |                  | 4,000,000  
|Other liabilities                                                                                                                                     |  |              | 1,992,044   |                  | 1,380,300  
|                                                                                                                                                      |  |              |             |                  |            
|Total liabilities                                                                                                                                     |  |              | 268,129,505 |                  | 244,252,360
|                                                                                                                                                      |  |              |             |                  |            
|Commitments                                                                                                                                           |  |              |             |                  |            
|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; 1,467,275 issued and outstanding in 2003; 1,466,767 shares issued and outstanding in 2002. |  |              | 146,727     |                  | 146,677    
|Additional paid-in capital                                                                                                                            |  |              | 9,014,241   |                  | 9,005,946  
|Retained earnings                                                                                                                                     |  |              | 9,214,001   |                  | 8,260,523  
|Accumulated other comprehensive income                                                                                                                |  |              | 418,198     |                  | 327,084    
|                                                                                                                                                      |  |              |             |                  |            
|Total stockholders equity                                                                                                                            |  |              | 18,793,167  |                  | 17,740,230 
|                                                                                                                                                      |  |              |             |                  |            
|Total liabilities and stockholders equity                                                                                                            |  | $            | 286,922,672 |                  | 261,992,590
|                                                                                                                                                      |  |              |             |                  |            

See accompanying notes to consolidated financial statements.

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CCF HOLDING COMPANY AND SUBSIDIARYConsolidated Statements of Earnings(Unaudited)



|                                                                                 |  | Three-months EndedJune 30, |           | Six-months EndedJune 30, |          
|-------------------------------------------------------------------------------- |  | -------------------------- | --------- | ------------------------ | ---------
|                                                                                 |  |                            |           |                          |          
|                                                                                 |  | 2003                       |           | 2002                     |          
|                                                                                 |  |                            |           |                          |          
|Interest and dividend income:                                                    |  |                            |           |                          |          
|Interest and fees on loans                                                       |  | $                          | 3,621,052 |                          | 3,686,022
|Interest bearing deposits in other financial institutions and federal funds sold |  |                            | 58,488    |                          | 63,351   
|Interest and dividends on taxable investment securities                          |  |                            | 224,758   |                          | 267,203  
|Interest on nontaxable investment securities                                     |  |                            | 44,948    |                          | 46,739   
|                                                                                 |  |                            |           |                          |          
|Total interest and dividend income                                               |  |                            | 3,949,246 |                          | 4,063,315
|                                                                                 |  |                            |           |                          |          
|Interest expense                                                                 |  |                            |           |                          |          
|Deposit accounts                                                                 |  |                            | 1,164,374 |                          | 1,489,058
|Other borrowings                                                                 |  |                            | 112,610   |                          | 87,531   
|                                                                                 |  |                            |           |                          |          
|Total interest expense                                                           |  |                            | 1,276,984 |                          | 1,576,589
|                                                                                 |  |                            |           |                          |          
|Net interest income                                                              |  |                            | 2,672,262 |                          | 2,486,726
|Provision for loan losses                                                        |  |                            | 135,000   |                          | 266,250  
|                                                                                 |  |                            |           |                          |          
|Net interest income after provision for loan losses                              |  |                            | 2,537,262 |                          | 2,220,476
|Other income:                                                                    |  |                            |           |                          |          
|Service charges on deposit accounts                                              |  |                            | 225,957   |                          | 198,496  
|Gain on sale of loans                                                            |  |                            | 19,261    |                          | 48,575   
|Gain on sale of fixed assets                                                     |  |                            |          |                          |         
|(Loss) gain on sale of investment securities                                     |  |                            | (45       | )                        | 2,781    
|(Loss) gain on sale of other real estate owned                                   |  |                            | (4,812    | )                        | (35      
|Other                                                                            |  |                            | 167,892   |                          | 147,629  
|                                                                                 |  |                            |           |                          |          
|Total other income                                                               |  |                            | 408,253   |                          | 397,446  
|                                                                                 |  |                            |           |                          |          
|Other expenses:                                                                  |  |                            |           |                          |          
|Salaries and employee benefits                                                   |  |                            | 1,226,995 |                          | 1,041,644
|Occupancy                                                                        |  |                            | 398,490   |                          | 398,801  
|Other                                                                            |  |                            | 483,440   |                          | 434,322  
|                                                                                 |  |                            |           |                          |          
|Total other expenses                                                             |  |                            | 2,108,925 |                          | 1,874,767
|                                                                                 |  |                            |           |                          |          
|Earnings before income taxes                                                     |  |                            | 836,590   |                          | 743,155  
|                                                                                 |  |                            |           |                          |          
|Income tax expense                                                               |  |                            | 282,620   |                          | 235,485  
|                                                                                 |  |                            |           |                          |          
|Net earnings                                                                     |  | $                          | 553,970   |                          | 507,670  
|                                                                                 |  |                            |           |                          |          
|Basic earnings per share                                                         |  | $                          | 0.38      |                          | 0.35     
|                                                                                 |  |                            |           |                          |          
|Diluted earnings per share                                                       |  | $                          | 0.35      |                          | 0.32     
|                                                                                 |  |                            |           |                          |          

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CCF HOLDING COMPANY AND SUBSIDIARYConsolidated Statements of Comprehensive Income(Unaudited)



|                                                                      |  | Three-monthsEndedJune30, |         | Six-monthsEndedJune30, |         
|--------------------------------------------------------------------- |  | ------------------------ | ------- | ---------------------- | --------
|                                                                      |  |                          |         |                        |         
|                                                                      |  | 2003                     |         | 2002                   |         
|                                                                      |  |                          |         |                        |         
|Net earnings                                                          |  | $                        | 553,970 |                        | 507,570 
|Other comprehensive income, net of tax:                               |  |                          |         |                        |         
|Unrealized holding gains on investment securities available for sale: |  |                          | 197,798 |                        | 318,171 
|Associated benefit                                                    |  |                          | (67,251 | )                      | (120,905
|Reclassification adjustment for losses (gains) included in earnings   |  |                          | 45      |                        | (2,781  
|Associated taxes                                                      |  |                          | (15     | )                      | 1,057   
|                                                                      |  |                          |         |                        |         
|Other comprehensive income                                            |  |                          | 130,577 |                        | 195,542 
|                                                                      |  |                          |         |                        |         
|Comprehensive income                                                  |  | $                        | 684,547 |                        | 703,112 
|                                                                      |  |                          |         |                        |         

See accompanying notes to consolidated financial statements.

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CCF HOLDING COMPANY AND SUBSIDIARYConsolidated Statements of Cash Flows(Unaudited)



|                                                                                  |  | Six-monthsEndedJune 30, |            
|--------------------------------------------------------------------------------- |  | ----------------------- | -----------
|                                                                                  |  |                         |            
|                                                                                  |  | 2003                    |            
|                                                                                  |  |                         |            
|Cash flows from operating activities:                                             |  |                         |            
|Net earnings                                                                      |  | $                       | 1,114,907  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                         |            
|Provision for loan losses                                                         |  |                         | 270,000    
|Depreciation, amortization, and accretion, net                                    |  |                         | 419,490    
|Net gain on sale of investment securities                                         |  |                         | (34,423    
|Net loss (gain) on sale of real estate owned                                      |  |                         | 16,492     
|Net gain on sale of premises and equipment                                        |  |                         | (4,700     
|Net gain on sale of loans                                                         |  |                         | (35,695    
|Increase in cash surrender value of life insurance                                |  |                         | (139,423   
|(Increase) decrease in accrued interest receivable                                |  |                         | (50,424    
|Increase in other assets                                                          |  |                         | (532,937   
|Increase (decrease) in other liabilities                                          |  |                         | 523,653    
|                                                                                  |  |                         |            
|Net cash provided by operating activities                                         |  |                         | 1,546,940  
|                                                                                  |  |                         |            
|Cash flows from investing activities:                                             |  |                         |            
|Proceeds from maturing investment securities - available for sale                 |  |                         | 23,445,612 
|Purchases of investment securities - available for sale                           |  |                         | (30,235,572
|Proceeds from sales of investments securities - available for sale                |  |                         | 505,766    
|Loan originations, net                                                            |  |                         | (18,602,051
|Proceeds from sales of real estate owned                                          |  |                         | 182,533    
|Proceeds from sale of loans                                                       |  |                         | 9,671,874  
|Proceeds invested in life insurance contracts                                     |  |                         |           
|Proceeds from sales of premises and equipment                                     |  |                         | 426,512    
|Purchases of premises and equipment                                               |  |                         | (887,577   
|                                                                                  |  |                         |            
|Net cash (used in) provided by investing activities                               |  |                         | (15,492,903
|                                                                                  |  |                         |            
|Cash flows from financing activities:                                             |  |                         |            
|Net increase (decrease) in deposit accounts                                       |  |                         | 12,593,145 
|Net increase in securities sold under agreements to repurchase                    |  |                         | 672,256    
|Proceeds from (repayment of) Federal Home Loan Bank advances                      |  |                         | 10,000,000 
|Repayment of line of credit                                                       |  |                         |           
|Proceeds from the issuance of long term debt                                      |  |                         |           
|Dividends paid                                                                    |  |                         | (73,338    
|Common stock issued through exercise of options                                   |  |                         | 8,772      
|Common stock repurchased and retired                                              |  |                         | (12,264    
|                                                                                  |  |                         |            
|Net cash provided by (used in) financing activities                               |  |                         | 23,188,571 
|                                                                                  |  |                         |            
|Increase (decrease) in cash and cash equivalents                                  |  |                         | 9,242,608  
|Cash and cash equivalents at beginning of period                                  |  |                         | 22,698,187 
|                                                                                  |  |                         |            
|Cash and cash equivalents at end of period                                        |  | $                       | 31,940,795 
|                                                                                  |  |                         |            
|Supplemental disclosure of cash flow information:                                 |  |                         |            
|Interest paid                                                                     |  | $                       | 2,603,092  
|                                                                                  |  |                         |            
|Income taxes paid                                                                 |  | $                       | 545,847    
|                                                                                  |  |                         |            

See accompanying notes to consolidated financial statements.

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CCF HOLDING COMPANY AND SUBSIDIARYNotes to Consolidated Financial Statements(Unaudited)

1.Basis of Presentation

The consolidated financial statements for the three- and
six-month periods ended June 30, 2003, and 2002 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 three- and six-month periods ended June 30, 2003, are not necessarily indicative of the results for the entire year ending December 31, 2003.

2.Stock Compensation Plans

Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, encourages all entities to adopt a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based
method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other
measurement date) over the amount an employee must pay to acquire the stock. Under Opinion No. 25, stock options issued under the Companys stock option plan have no intrinsic value at the grant date and, as such, no compensation cost is
recognized. The Company has elected to continue with the accounting methodology in Opinion No. 25 and, as such, has provided pro forma disclosures of net earnings and earnings per share and other disclosures, as if the fair value method of
accounting had been applied. Had compensation cost for the plan been determined based upon the fair value of the options at the grant dates, the Companys net earnings and net earnings per share for the period ended June 30, 2003, and 2002
would have been reduced to the pro forma amounts indicated below:



|                           |  |             |  | Three-monthsendedJune30, |         | Six-monthsendedJune 30, |        
|-------------------------- |  | ----------- |  | ------------------------ | ------- | ----------------------- | -------
|                           |  |             |  |                          |         |                         |        
|                           |  |             |  | 2003                     |         | 2002                    |        
|                           |  |             |  |                          |         |                         |        
|Net earnings               |  | As reported |  | $                        | 553,970 |                         | 507,670
|                           |  | Pro forma   |  | $                        | 549,851 |                         | 489,320
|Basic earnings per share   |  | As reported |  | $                        | 0.38    |                         | 0.35   
|                           |  | Pro forma   |  | $                        | 0.37    |                         | 0.34   
|Diluted earnings per share |  | As reported |  | $                        | 0.35    |                         | 0.32   
|                           |  | Pro forma   |  | $                        | 0.34    |                         | 0.31   

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The difference between the net earnings as reported and pro forma is the expense associated with the grants which would have been earned in the period. This
expense was calculated based on the number of options vested during the period multiplied by the fair value at the time of grant, net of tax effect. No options have been granted since December 31, 2002.

3.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, 2002, filed with the Securities and
Exchange Commission.

4.Reclassification

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

5.Dividends Payable

On
June 18, 2003, the Company declared a $0.06 dividend to shareholders of record on July 7, 2003, with a payment date of July 21, 2003.

6.Earnings per share

Basic earnings per share excludes dilution and is computed by
dividing net income by weighted average shares outstanding which includes Management Stock Bonus Plan (MSBP) shares which have been awarded whether vested or not and excludes unallocated shares under the Companys Employee Stock Ownership Plan
(ESOP) until they are committed to be released for allocation. Diluted earnings per share is computed by dividing net income by weighted average shares outstanding plus potential common stock resulting from diluted stock options. The following table
sets forth the information as to the calculation of diluted and basic earnings per share. Per share earnings for 2002 have been adjusted to reflect the 3 for 2 stock split paid to shareholders of record on December 4, 2002.

For the three-months ended June 30, 2003



|                                 |  | NetEarnings |         | CommonShares |           | PerShareAmount |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | -------------- | -
|                                 |  |             |         |              |           |                |  
|Basic earnings per share         |  | $           | 553,970 |              | 1,467,163 |                | $
|Effect of dilutive common stock: |  |             |         |              |           |                |  
|Stock options                    |  |             |         |              | 138,463   |                |  
|                                 |  |             |         |              |           |                |  
|Diluted earnings per share       |  | $           | 553,970 |              | 1,605,626 |                | $
|                                 |  |             |         |              |           |                |  

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For the three-months ended June 30, 2002



|                                 |  | NetEarnings |         | CommonShares |           | PerShareAmount |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | -------------- | -
|                                 |  |             |         |              |           |                |  
|Basic earnings per share         |  | $           | 507,670 |              | 1,467,213 |                | $
|Effect of dilutive common stock: |  |             |         |              |           |                |  
|Stock options                    |  |             |         |              | 102,525   |                |  
|                                 |  |             |         |              |           |                |  
|Diluted earnings per share       |  | $           | 507,670 |              | 1,569,738 |                | $
|                                 |  |             |         |              |           |                |  

For the six-months ended June 30, 2003



|                                 |  | NetEarnings |           | CommonShares |           | PerShareAmount |  
|-------------------------------- |  | ----------- | --------- | ------------ | --------- | -------------- | -
|                                 |  |             |           |              |           |                |  
|Basic earnings per share         |  | $           | 1,114,907 |              | 1,467,214 |                | $
|Effect of dilutive common stock: |  |             |           |              |           |                |  
|Stock options                    |  |             |           |              | 129,078   |                |  
|                                 |  |             |           |              |           |                |  
|Diluted earnings per share       |  | $           | 1,114,907 |              | 1,596,292 |                | $
|                                 |  |             |           |              |           |                |  

For the six-months ended June 30, 2002



|                                 |  | NetEarnings |         | CommonShares |           | PerShareAmount |  
|-------------------------------- |  | ----------- | ------- | ------------ | --------- | -------------- | -
|                                 |  |             |         |              |           |                |  
|Basic earnings per share         |  | $           | 871,963 |              | 1,468,060 |                | $
|Effect of dilutive common stock: |  |             |         |              |           |                |  
|Stock options                    |  |             |         |              | 98,721    |                |  
|                                 |  |             |         |              |           |                |  
|Diluted earnings per share       |  | $           | 871,963 |              | 1,566,781 |                | $
|                                 |  |             |         |              |           |                |  

| | ITEM2. | 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 10-QSB), 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

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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 adequacy of the Companys loan loss reserve; 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 potential customers 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; 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.

Critical Accounting Policies

In preparing its financial statements, the Company has adopted
various accounting policies that comply with accepted accounting principles generally accepted in the United States of America. Certain accounting policies involve significant judgments and assumptions on the part of management that can have a
material impact on the carrying value of assets and liabilities. Management considers such accounting policies to be critical accounting policies. The Company believes the allowance for loan losses is a critical accounting policy that requires the
most significant use of estimates and assumptions in the preparation of its consolidated financial statements.

The allowance for loan losses is based on managements
judgment of an amount that is adequate to absorb inherent losses in the existing loan portfolio. The allowance for loan losses is established through a provision for losses based on managements evaluation of several factors. The evaluation,
which includes a review of all loans on which full collection may not be reasonably assumed, considers among other matters, economic conditions, the fair market value or the estimated net realizable value of the underlying collateral, the financial
condition of the borrowers, managements estimate of probable credit losses, historical loan loss experience, and other factors that warrant recognition in providing for an adequate loan loss allowance.

Comparison of Financial Condition at June 30, 2003 and December 31, 2002

Assets- The
Companys total assets increased by 9.5%, or $24.9 million, from $262.0 million at December 31, 2002, to $286.9 million at June 30, 2003. Net loans increased 4.6% to $199.7 million at June 30, 2003, up $8.7 million from $191.0 million at
December 31, 2002. The Companys loan growth includes approximately $11.0 million in commercial and commercial real estate loans partially offset by a reduction in the indirect and other consumer loan portfolio of $3.0 million, attributed to
payoffs. The investment securities portfolio increased from $33.6 million at December 31, 2002, to $39.9 million at June 30, 2003, an increase of $6.3 million or 18.8%.

Liabilities- Total deposits at June 30, 2003 were $244.4 million, an increase of $12.6 million, or 5.4%, from $231.8 million at December 31, 2002. Deposit growth of $10.6 million, or 9.9%, was

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noted during this period for transaction accounts, which include non-interest bearing demand deposit accounts, NOW accounts and money market accounts. These
transaction accounts increased from $107.5 million at December 31, 2002, to $118.1 million at June 30, 2003, of this, non-interest bearing accounts increased by $3.7 million, or 15.7%, from $23.6 million at December 31, 2002, to $27.3 million at
June 30, 2003. Heritage Bank, a commercial bank chartered by the state of Georgia and a wholly owned subsidiary of the Company, the Bank, continues to stress transaction account growth in its marketing strategy. Time and savings deposits
increased during the six-month period from $124.3 million at December 31, 2002, to $126.2 million at June 30, 2003, an increase of 1.5%, or $1.9 million. Repurchase agreement balances increased from $2.1 million at December 31, 2002, to $2.8 million
at June 30, 2003, an increase of $672,000 or 32.2%. Federal Home Loan Bank (FHLB) advances increased from $5.0 million to $15.0 million as the Bank drew $10.0 million on its line of credit at the FHLB. The advance is a ten year term with a call
option after three years. The loan is at a fixed rate of 1.983% with interest due quarterly.

Stockholders Equity Total stockholders
equity increased $1.1 million or 6.2%, from $17.7 million at December 31, 2002, to $18.8 million at June 30, 2003. This increase was the result of the Companys net income for the period of $1.1 million which was partially offset by the payment
of cash dividends to shareholders of $0.05 per share in April 2003 and $0.06 per share in July 2003. The ratio of stockholders equity as a percentage of total assets was 6.5% at June 30, 2003, and 6.8% at December 31, 2002. Book value per
shareincreased from $12.09 at December 31, 2002, to $12.81 at June 30, 2003.

Comparison of Operating Results for the Three-
and Six-months Ended June 30, 2003, and June 30, 2002

Net Income- The Company had net income of $554,000 for the three-month period ended June 30,
2003, compared to net income of $508,000 over the same three-month period in 2002. This represented an increase in net income of $46,000, or 9.1%. During the six-month period, net income increased by $243,000, or 27.9%, from $872,000 in the
six-months ended June 30, 2002 to $1.1 million in the six-months ended June 30, 2003. During the six-month period, net interest income increased by $431,000, or 8.9% from $4.8 million in 2002 to $5.3 million in 2003. The provision for loan losses
for the 2003 period was $270,000 a decrease of $382,500, or 58.6%, over the same period in 2002 which had a provision expense of $652,500.

Net Interest Income- Net interest income for the three-month period ended June 30, 2003 increased $185,000, or 7.5%, from $2.5 million in 2002 to $2.7 million for the same period in 2003. As noted above, for the six-month period, net interest income increased
by $430,000 or 8.9%. The increase in the net interest income is attributed to the relative decline in interest expense as compared to interest income during the period. Interest expense on deposit accounts decreased $723,000, or 23.4%, during the
six-month period ending June 30, 2003, over the six-month period ending June 30, 2002. For the three-month period, interest expense on deposit accounts decreased $325,000, or 21.8%, from $1.5 million at June 30, 2002, to $1.2 million at June 30,
2003. This decrease is due primarily to the overall decline in interest rates and the continuing repricing of certificates of deposits during 2003. The secondary reason for the decline is a shift from higher cost time deposits to lower cost
transaction accounts. Transaction accounts as a percentage of total deposits accounts increased to 48.3% at June 30, 2003, from 46.4% at June 30, 2002. In the short term, due to a negative gap position, the Bank would experience a decline in net
interest income during a rising rate environment.

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Provision for Loan Losses- The Banks provision for loan losses decreased $131,250 for the three-month period ended June 30,
2003, compared to the same period in 2002, decreasing to $135,000 from $266,250. For the six-month period the provision decreased $382,500, from $652,500 in 2002 to $270,000 in 2003. The loan loss provision was increased in the period ending March
31, 2002, in consideration of a $305,000 charge-off of a commercial loan during the first quarter of 2002. At June 30, 2003, the allowance for loan losses to the loan portfolio was 1.42%. Included in the allowance are specific reserves totaling
$274,000 related to two non-accrual commercial loans. 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 the 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, and the continued expected changing mix of loans in the loan
portfolio. Loans internally classified as substandard at June 30, 2003, totaled $665,000 as compared to $1.4 million at December 31, 2002. There were no loans classified as doubtful for either period. Non-accrual loans increased from $625,000 at
December 31, 2002, to $669,000 at June 30, 2003. Net charge-offs during the six-month period ending June 30, 2003, totaled $247,000, representing 0.12% of net loans outstanding.

Other Income- Service charges on deposit accounts increased 19.5%, or $72,000, during the six-months ended June 30, 2003, increasing from $370,000 at June 30, 2002, to $442,000 at June 30, 2003. For the three-month
period ending June 30, 2003, service charges on deposit accounts increased 14.1%, or $28,000, from $198,000 at June 30, 2002, to $226,000 at June 30, 2003. The increase is attributable primarily to the increased number of transaction accounts. Other
miscellaneous fee income increased from $305,000 in the six-month period ending June 30, 2002 to $330,000 for the six-month period ending June 30, 2003. This increase of $25,000, or 8.2%, is due primarily to an increase in income on Bank owned life
insurance.

Other Expenses- Other expenses for the six-month period ended June 30, 2003, increased $442,000, or 11.8%, from $3.7 million for the
six-month period ended June 30, 2002 to $4.2 million for the same period in 2002. For the three-month period ended June 30, 2003, other expenses increased $234,000, or 12.5%. Salaries and employee benefits increased to $2.4 million for the six-month
period ended June 30, 2003, compared to $2.1 million during the same six-month period in 2002, an increase of $347,000, or 16.6%. For the three-month period ended June 30, 2003, salaries and employee benefits increased to $1.2 million as compared to
$1.0 million for the same period in 2002. This represents an increase of $198,000 or 17.8%. The increases are primarily due to the addition of two loan production officers and annual salary increases to current employees.

Liquidity and Capital Resources -The Banks short-term liquidity was 21.74% on June 30, 2003. The Bank is required to maintain minimum levels of liquid assets as
defined by State of Georgia and Federal Deposit Insurance Corporation regulations. The Bank continues to search for deposits and other means of meeting its loan demand. The Bank adjusts its liquidity level as appropriate to meet its asset/liability
objectives. The primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, maturity of investments, and funds provided from operations. As an alternative to supplement liquidity needs, the Bank has
the ability to borrow from the Federal Home Loan Bank of Atlanta and other correspondent banks. These commitments totaled $26 million at June 30, 2003, with $15.0 million drawn. Scheduled loan amortization and maturing investment securities are a
relatively predictable source of funds, however, deposit flow and loan prepayments are greatly influenced by, among other things, market interest rates, economic

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conditions, and competition. The Banks liquidity, represented by cash, cash equivalents, and securities available for sale, is a product of its
operating, investing, and financing activities.

Off Balance Sheet Risk Through its operations, the Bank has made contractual commitments to
extend credit in the ordinary course of its business activities. These commitments are legally binding agreements to lend money to the Banks customers at predetermined interest rates for a specified period of time. At June 30, 2003, the Bank
had issued commitments to extend credit of $34.3 million through various types of lending arrangements. The Bank evaluates each customers credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the
Bank upon extension of credit, is based on its credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate.

Capital Ratios -Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total
and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. As of June 30, 2003, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Banks capital category.

As of
June 30, 2003, total risk based capital ratios were 10.93% for the bank and 11.16% for the consolidated company. Tier 1 capital to risk weighted assets was 9.68% for the Bank and 10.00% for the consolidated company. The Tier 1 capital to average
asset ratio (leverage ratio) was 7.82% for the Bank and 8.10% for the consolidated company.

| | ITEM3. | CONTROLS AND PROCEDURES
| | ------ | -----------------------

Within the 90-day period prior to the date of this report, the Company, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that material information relating to the Company, including our consolidated subsidiaries, is made
known to them by others within those entities, particularly during the period in which this quarterly report was being prepared. There were no significant changes in our internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation.

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| | PART II. | OTHER INFORMATION
| | -------- | -----------------

| | Item 1. | Legal Proceedings.
| | ------- | ------------------

The Company is a party to certain legal proceedings, however, it does not anticipate that any such
proceedings will have any material adverse effects on its financial condition or results of operation.

| | 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.
| | ------- | ----------------------------------------------------

(a)The Company held its Annual Meeting of Stockholders on May 15, 2003.

(b)The following is a summary of matters submitted to a vote of security holders:

1.  The following two directors were elected to serve a three-year term expiring at the 2006 Annual Meeting of Stockholders:

John T. MitchellEdwin S. Kemp, Jr.

(c)Following is a description of each matter voted on at the Annual Meeting and the results of the voting:

1.  Election of Directors:



|                      |  | John T.Mitchell |  | Edwin S.Kemp, Jr. | 
|--------------------- |  | --------------- |  | ----------------- | 
|                      |  |                 |  |                   | 
|Shares voted in favor |  | 1,457,720       |  | 1,451,090         | 
|Votes withheld        |  | 1,522           |  | 5,152             | 
|Broker non-votes      |  |                 |  |                   | 

2.  Ratification of the
appointment of Porter Keadle Moore, LLP, as independent auditors of the Company for the fiscal year ending December 31, 2003:



|Shares voted in favor        |  | 1,454,720 | 
|---------------------------- |  | --------- | 
|Shares voted against         |  | 75        | 
|Shares abstained from voting |  | 1,447     | 
|Total shares represented     |  | 1,452,242 | 
|Total shares outstanding     |  | 1,467,842 | 

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| | Item 5. | Other Information
| | ------- | -----------------

NONE

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

(a)Exhibits
 The following exhibits are filed with this report.



|31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                  
|31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|     |                                                                                                                                                  
|32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                                                                                                  
|32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                                                                                                  

(b)None

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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



|                       |  |    
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|Date:  August 14, 2003 |  | By:
|                       |  |    
|                       |  |    



|                       |  |    
|---------------------- |  | ---
|Date:  August 14, 2003 |  | By:
|                       |  |    
|                       |  |    



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