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:            March 31, 1997
                                           --------------

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

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

Commission file number: 0-25846


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

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

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

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

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes   X     No
    ----        -----

Number of shares  outstanding of each of the issuer's  classes of common equity:
As of February 10, 1997, there were issued and outstanding 865,000 shares of the
registrant's common stock.

      Transitional Small Business Disclosure Format (check one):

Yes      No     X
    ---       -----



<PAGE>


                                   FORM 10-QSB
                                      INDEX


<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION                                                                 Page


      Item 1.  Financial Statements:

<S>                                                                                            <C>
               Consolidated Balance Sheets as of
               March 31, 1997 and December 31, 1996 ........................................     1

               Consolidated Statements of Income
               for the three months ended
               March 31, 1997 and March 31, 1996 ...........................................     2

               Consolidated Statements of Cash Flows
               for the three months ended
               March 31, 1997 and March 31, 1996 ...........................................     3

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

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


PART II.  OTHER INFORMATION


      Item 1.  Legal Proceedings ...........................................................     9

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

      Item 3.  Defaults upon Senior Securities .............................................     9
      Item 4.  Submission of Matters to a Vote
                 of Securities Holders .....................................................     9

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

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

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

</TABLE>


<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                             March 31,         December 31,
                                                                1997               1996
                                                              ---------        -----------
                                                             (Unaudited)       (Unaudited)
      ASSETS 
      ------

<S>                                                         <C>               <C>      
Cash and due from banks                                     $  2,296,024       2,059,373
Interest-bearing deposits in other financial institutions        707,912       2,688,113
Investment securities available for sale                       5,339,083       6,473,228
Mortgage-backed securities available for sale                  3,820,813       9,310,804
Federal Home Loan Bank stock, at cost                          1,013.200       1,013,200
Loans receivable, net                                         70,600,474      64,376,355
Accrued interest and dividends receivable                        348,075         438,000
Premises and equipment, net                                    1,988,747       1,871,417
Real estate owned                                                     --              --
Other assets                                                     825,627         278,807
                                                            ------------    ------------

            Total assets                                    $ 86,939,955      88,509,297
                                                            ============    ============

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

Liabilities:
   Deposits                                                 $ 72,193,234      66,766,840
   Advance payments by borrowers for
     property taxes and insurance                                221,067         153,134
   Deferred income taxes                                         303,078         352,940
   Federal Home Loan Bank advances                             1,500,000       7,500,000
   Dividends payable                                              24,028         429,038
   Other liabilities                                             253,761         169,722
                                                            ------------    ------------

            Total liabilities                                 74,495,168      75,371,674
                                                            ------------    ------------

Stockholders' Equity:
   Preferred stock, no par value; 1,000,000 shares
     authorized; none issued and outstanding                          --              --
   Common stock, $.10 par value; 4,000,000 shares
     authorized; 915,900 shares issued and outstanding            86,500          91,590
   Additional paid-in-capital                                  6,688,736       7,470,917
   Retained earnings                                           6,506,409       6,475,785
   Unearned ESOP shares                                         (594,000)       (612,000)
   Unearned compensation                                        (424,195)       (371,304)
   Treasury stock, at cost                                       (50,641)       (202,519)
   Net unrealized holding gains on investment and
     mortgage-backed securities available for sale               231,978         285,154
                                                            ------------    ------------

            Total stockholders' equity                        12,444,787      13,137,623

            Total liabilities and stockholders' equity      $ 86,939,955      88,509,297
                                                            ============    ============
</TABLE>

See accompanying notes to consolidated financial statements


                                       1

<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                               ------------------------
                                                                   1997          1996
                                                               -----------   ----------
Interest and dividend income:
<S>                                                            <C>           <C>    
   Loans (including fees)                                      $1,384,888      945,377
   Interest-bearing deposits in other financial institutions       31,490       29,601
   Investment securities                                           70,136      251,764
   Mortgage-backed securities                                      75,237      139,251
   Dividends on Federal Home Loan Bank stock                       18,113       18,264
                                                               ----------   ----------
            Total interest and dividend income                  1,579,864    1,384,257
                                                               ----------   ----------

Interest expense:
   Deposit accounts                                               732,268      639,880
   Federal Home Loan Bank advances                                 42,875           --
                                                               ----------   ----------
            Total interest expense                                775,143      639,880
                                                               ----------   ----------

            Net interest income                                   804,721      744,377

Provision for loan losses                                          19,000        6,838
                                                               ----------   ----------

            Net interest income after provision
              for loan losses                                     785,721      737,539
                                                               ----------   ----------

Other income:
   Loan fees and service charges on deposit accounts              155,667       79,161
   Other operating income                                          84,139       69,209
   Net gain on sale of investment and
      mortgage-backed securities                                  176,714           --
   Net gain on sale of loans                                       24,647           --
                                                               ----------   ----------
            Total other income                                    441,167      148,370
                                                               ----------   ----------

Other expenses:
   Salaries and employee benefits                                 685,509      289,166
   Occupancy                                                      198,583      116,891
   Federal insurance premiums                                       9,921       34,958
   Other                                                          283,391      156,364
                                                               ----------   ----------
            Total other expenses                                1,177,404      597,379
                                                               ----------   ----------

            Income before income taxes                             49,484      288,530
Income tax expense                                                 18,860       99,288
                                                               ----------   ----------
            Net income                                         $   30,624      189,242
                                                               ==========   ==========

Net income per share                                           $      .04          .17
                                                               ==========   ==========

Weighted average shares outstanding                               814,808    1,100,813
                                                               ==========   ==========
</TABLE>


See accompanying notes to consolidated financial statements.

                                        2


<PAGE>


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

                                                                    Three Months Ended
                                                                          March 31,
                                                               ----------------------------
                                                                    1997            1996
                                                               ------------      ----------
Cash flows from operating activities:
<S>                                                            <C>              <C>    
   Net income                                                  $    30,624        189,242
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Provision for (recovery of) loan losses                       19,000        (23,700)
      Depreciation expense                                          55,775          5,739
      Accretion of discounts                                       (65,838)       (15,034)
      Amortization of premiums                                         888         18,279
      Amortization of unearned compensation                                            --
      Amortization of deferred loan fees                            (5,998)        19,886
      Net gain on sale of investment securities and
         mortgage-backed securities                               (176,714)            --
      Net gain on sale of loans                                    (24,647)            --
      Deferred income tax benefit                                       --        (13,998)
      Decrease (increase) in accrued interest and
         dividends receivable                                       89,925        (29,049)
      Increase in other assets                                    (546,820)       (45,851)
      (Decrease) increase in other liabilities                     181,148       (134,661)
                                                               -----------    -----------
         Net cash (used in) provided by operating activities      (442,657)       (29,147)
                                                               -----------    -----------

Cash flows from investing activities:
   Proceeds from maturing investment securities
      available for sale                                           914,405      4,069,798
   Proceeds from sales of investment securities
      available for sale                                           353,488             --
   Purchases of investment securities held to maturity                  --     (2,659,255)
   Principal repayments on mortgage-backed securities
      available for sale                                           423,346        491,621
   Proceeds from sales of mortgage-backed securities
      available for sale                                         4,895,237        622,753
   Proceeds from maturing mortgage-backed securities
      available for sale                                           176,286             --
   Purchase of mortgage-backed securities held to maturity              --     (1,364,604)
   Loan (originations) repayments, net                          (8,016,043)    (2,299,526)
   Proceeds from sale of loans                                   1,803,569      2,455,221
   Purchases of premises and equipment                            (173,105)            --
   Sale of real estate owned                                            --             --
                                                               -----------    -----------
         Net cash provided by investing activities                 377,183      1,316,008
                                                               -----------    -----------

</TABLE>

                                        3


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                                --------------------------
                                                                   1997           1996
                                                                ------------    ----------
Cash flows from financing activities:
   Net (decrease) increase in savings and
<S>                                                             <C>             <C>    
     demand deposit accounts                                    (1,531,292)       271,131
   Net increase (decrease) in certificates of deposits           6,952,911       (270,814)
   Decrease in Federal Home Loan Bank advances                  (6,000,000)            --
   Net increase in advance payments by
     borrowers for property taxes and insurance                     67,933        141,542
   Dividends paid                                                 (400,235)      (391,387)
   ESOP shares committed                                            28,800         59,676
   Common stock purchased and retired                             (796,193)      (729,022)
                                                               -----------    -----------
        Net cash used in financing activities                   (1,678,076)      (918,874)
                                                               -----------    -----------

        (Decrease) increase in cash and cash equivalents        (1,743,550)       367,987
Cash and cash equivalents at beginning of period               $ 4,747,486      2,771,882
                                                               -----------    -----------
Cash and cash equivalents at end of year                       $ 3,003,936      3,139,869
                                                               ===========    ===========
Supplemental disclosure of cash flow information:
   Interest paid                                               $   732,268        640,021
                                                               ===========    ===========
   Income taxes paid                                                18,860        130,848
                                                               ===========    ===========

</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 statement for the three month periods ended March 31,
1997 and 1996 are  unaudited  and reflect all  adjustments  (consisting  only of
normal  recurring  accruals) which are, in the opinion of management,  necessary
for a fair presentation of the financial  position and operating results for the
interim period. 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 month  period ended March 31, 1997 are
not  necessarily  indicative of the results for the entire year ending  December
31, 1997.

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

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

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

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

4.  Mutual-to-Stock Conversion
    --------------------------

In fiscal  1995,  Clayton  County  Federal  Savings  and Loan  Association  (the
"Association")  formed CCF Holding Company to acquire 100 percent of the capital
stock of the  Association  upon its conversion  from the mutual to stock form of
ownership.  The Association's conversion and the Company's common stock offering
were completed on July 11, 1995, with the sale of 1,190,250  shares of $0.10 par
value common stock at $10 per share  (including  72,000  shares  acquired by the
Employee Stock Ownership Plan "ESOP" of the  Association).  The Company received
net proceeds of $10,364,008,  of which $5,182,004 was simultaneously transferred
to the Association in exchange for all of the  Association's  common stock.  For
purposes of presenting net income per share,  only post conversion net income is
considered.

5.  Cash Dividend
    -------------

On December 11, 1996 the Company  declared a semi-annual  cash dividend of $0.25
per share and a special  cash  dividend  of $0.25 per share to  stockholders  of
record on December 25, 1996. These dividends were paid on January 15, 1997.


                                        5


<PAGE>

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

6.  Change in Year-end
    ------------------

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

7.  Repurchase of Common Stock
    --------------------------

The Company  retired  190,250  shares of common stock held as treasury  stock at
September 30, 1996. In addition, the Company purchased and retired an additional
50,900 and 84,100  shares of the Company's  common stock during the  three-month
periods ended March 31, 1997 and December 31, 1996, respectively.

8.  Name Change
    -----------

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


                                        6


<PAGE>

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

Comparison of Financial Condition at March 31, 1997 and December 31, 1996

Assets - The  Company's  assets  decreased  slightly by 1.8%,  or $1.6  million,
between December 31, 1996 and March 31, 1997. Loans receivable increased 9.7% to
$70.6  million at March 31, 1997, up $6.2 million from $64.4 million at December
31, 1996. At the same time,  cash,  interest bearing deposits in other financial
institutions and investment and mortgage-backed  securities,  combined, declined
by $8.4 million, or 40.8%, to $12.2 million at March 31, 1997 from $20.5 million
at December 31,  1996.  Other assets  increased to $826,000,  of which  $612,000
represents  construction  in  progress  on the  Company's  two new full  service
offices  in  McDonough  and  Fayetteville,   Georgia.  The  Company  opened  its
Fayetteville  office in February 1997 and intends to open its  McDonough  office
during the quarter ended June 30, 1997.


Liabilities - Total  deposits  during the three months ended March 31, 1997 grew
to $72.2 million,  an increase of $5.4, or 8.1%,  from $66.8 million at December
31, 1996. This increase in deposits was used to reduce the Company's  short-term
borrowings  with the  Federal  Home Loan Bank to $1.5  million at March 31, 1997
from $7.5 million at December 31, 1996.

Stockholders'  Equity - Stockholders'  equity decreased $693,000,  or 5.3%, from
$13.1  million at December  31, 1996 to $12.4  million at March 31,  1997.  This
decrease was primarily  the result of the Company's  repurchase of 50,900 shares
of its common stock for  $796,000  during the three months ended March 31, 1997.
The ratio of  stockholders'  equity as a percentage of total assets decreased to
14.3% at March 31, 1997 from 14.8% at December  31,  1996.  Book value per share
increased to $15.19 as March 31, 1997 from $14.61 at December 31, 1996.

Comparison  of  Operating  Results for the Three Months Ended March 31, 1997 and
1996

Performance Overview

Net Income - The  Company's  net income of $31,000  for the  three-month  period
ended March 31, 1997 decreased by $158,000,  or 84%, from net income of $189,000
for the same period in 1996.  This  decrease was primarily due to an increase of
$580,000, or 97%, in other expenses,  offset by gains on sales of investment and
mortgage-backed securities and loans totaling $201,000.

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

Net Interest Income - Net interest income for the three-month period ended March
31, 1997 increased  $60,000,  or 8.1%, from $744,000 in 1996 to $805,000 for the
same period in 1997.  The  
                                       7

<PAGE>


increase  in the  average  balance of loans  receivable  during the  three-month
period ended March 31, 1997,  compared to the same period in 1996, resulted in a
$440,000,  or 46.5%, increase in interest income from loans to $1.4 million from
$945,000,  respectively.  Conversely,  investment and mortgage-backed securities
interest  income  declined  $246,000  for the same  reason  from 1997 to 1996 to
$145,000 from $391,000,  respectively.  Interest expense  increased  $135,000 to
$775,000 for the  three-month  period ended March 31, 1997 from $640,000 for the
same period in 1996. This increase is the result of the increase in deposits and
due to FHLB advances outstanding during this quarter ended March 31, 1997.

Provision for Loan Losses - The Association's provision for loan losses remained
relatively  constant for the three  months ended March 31, 1997  compared to the
same  period  in  1996 by  increasing  to  $19,000  from  $6,838,  respectively.
Management periodically evaluates the adequacy of the allowance for loan losses,
including  an  evaluation  of  past  loan  loss  experience,   current  economic
conditions, volume, growth and collateral of the loan portfolio. Management also
reviews  classified   assets,   including  those  loans  and  assets  listed  as
non-performing. Management currently believes that its allowance for loan losses
is adequate. However, there can be no assurances that further additions will not
be needed and any losses  that may occur are not  expected  to exceed the amount
provided by the allowance.

Other  Income - Other income  increased  197%,  or $293,000,  to $441,000 in the
three-month  period  ended March 31, 1997 from  $148,000  for the same period in
1996.  This  increase  was the result of net gains on sales of  investments  and
mortgage-backed  securities  totaling  $177,000  and net gains on sales of loans
totaling  $25,000  during the quarter  ended March 31, 1997.  There were no such
sales of interest-earning assets during the same period in 1996.

Other  Expenses - Other  expenses  for the three  months  ended  March 31,  1997
increased 97% from $597,000 for the  three-month  period ended December 31, 1996
to $1.2  million  for the same  period in 1997,  an  increase  of  $580,000.  As
discussed  above under net  income,  this  increase is the result of  additional
personnel  hired by the Company  since the  three-month  period  ended March 31,
1996.  Salaries and employee benefits increased to $685,000 as of March 31, 1997
compared to $289,000  during the same  three-month  period in 1996. In addition,
occupancy expense increased $82,000 to $199,000 for the three-month period ended
March 31, 1997 from $117,000 during the same period in 1996.

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

Liquidity Resources - The Company's wholly-owned subsidiary,  Heritage Bank (the
"Bank") is required to maintain  minimum  levels of liquid  assets as defined by
the Office of Thrift  Supervision  (OTS)  regulations.  The OTS minimum required
liquidity  ratio is 5% and the  minimum  short-term  liquidity  ratio is 1%. The
Bank's  liquidity  ratio  averaged  26.69%  during March 1997 compared to 33.50%
during the month of March 1996.  The Bank manages its liquidity  levels in order
to meet funding  needs for deposit  outflows,  payments of real estate taxes and
escrow accounts on mortgage loans, loan funding  commitments,  and repayments of
borrowings,   when  applicable.  The  primary  source  of  funds  are  deposits,
amortization  and prepayments of loans,  the sale and maturity of investment and
mortgage-backed securities, short-term Federal Home Loan Bank advances and funds
provided by operations.


                                        8


<PAGE>


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

         NONE

Item 2.  Changes in Securities

         NONE

Item 3.  Defaults upon Senior Securities.

          NONE

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

         Incorporated  by  reference  from  Item 4 of the  Form  10-QSB  for the
         quarter ended December 31, 1996.

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibit 11 - Computation of Per Share Earnings

         (b) A Form 8-K (Item 7),  dated  March 6,  1997,  was filed  during the
             quarter under report.



                                        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:   May  9 , 1997                        BY:\s\ David B. Turner
               ---                                 --------------------------
                                                   David B. Turner
                                                   President and
                                                   Chief Executive Officer


   Date:   May  9 , 1997                        BY:\s\ Mary Jo Rogers
               ---                                 --------------------------
                                                   Mary Jo Rogers
                                                   Vice President and
                                                   Chief Financial Officer





                                       10