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:      September 30, 1997
                                     ------------------

[X]       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 Organization)                         Identification No.)

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

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

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

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

Number of shares  outstanding of each of the issuer's  classes of common equity:
At  November  7, 1997,  817,955  shares of the  registrant's  common  stock were
outstanding.


        Transitional Small Business Disclosure Format (check one):

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


<PAGE>


                                   FORM 10-QSB
                                      INDEX

<TABLE>
<CAPTION>

PART I.   FINANCIAL INFORMATION                                                  Page



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

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

                  Consolidated Statements of Income
                  for the three months and nine months ended
                  September 30, 1997 and September 30, 1996 ......................3

                  Consolidated Statements of Cash Flows
                  for the nine months ended
                  September 30, 1997 and September 30, 1996 ......................4

                  Notes to Consolidated Financial Statements .....................6

        Item 2.Management's Discussion and Analysis or Plan of Operation .........8


PART II.  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 .............................................12

        Item 6.   Exhibits and Reports on Form 8-K ..............................12

Signatures        ...............................................................13

</TABLE>



<PAGE>


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

                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                    September 30,      December 31,
                                                                         1997              1996
                                                                    -------------      ------------
                                                                     (Unaudited)        (Unaudited)
        ASSETS

<S>                                                                 <C>                 <C>      
Cash and due from banks                                             $   3,765,784        2,059,373
Interest-bearing deposits in other financial institutions                 599,444        2,688,113
Investment securities available for sale                                7,942,078        6,473,228
Mortgage-backed securities available for sale                           1,963,211        9,310,804
Federal Home Loan Bank stock, at cost                                   1,013,200        1,013,200

Loans receivable                                                       90,456,414       65,492,572
    Less unearned income                                                 (606,229)        (569,075)
    Less allowance for loan losses                                       (625,264)        (547,142)
                                                                    -------------       ----------
           Loans, net                                                  89,224,921       64,376,355
                                                                    -------------       ----------

Accrued interest and dividends receivable                                 399,185          438,000
Premises and equipment, net                                             2,667,836        1,871,417
Real estate owned                                                              --               --
Other assets                                                            1,768,455          278,807
                                                                    -------------       ----------

               Total assets                                         $ 109,344,114       88,509,297
                                                                    =============       ==========

        LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Deposits:
        Non-interest bearing                                        $   4,797,724        2,384,101
        Interest bearing                                               81,613,108       64,382,739
                                                                    -------------       ----------
           Total Deposits                                              86,410,832       66,766,840
    Advance payments by borrowers for
      property taxes and insurance                                        394,286          153,134
    Deferred income taxes                                                 321,144          352,940
    Federal Home Loan Bank advances                                    10,000,000        7,500,000
    Dividends payable                                                          --          429,038
    Other liabilities                                                     566,665          169,722
                                                                    -------------       ----------

               Total liabilities                                       97,692,927       75,371,674
                                                                    -------------       ----------

</TABLE>



                                        1


<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                     September 30,    December 31,
                                                                         1997            1996
                                                                     -------------    ------------
                                                                       (Unaudited)    (Unaudited)
Stockholders' Equity:
Preferred stock, no par value; 1,000,000 shares
<S>                                                                <C>               <C> 
  authorized; none issued and outstanding                                     --             --
Common stock, $.10 par value; 4,000,000 shares
  authorized; 824,310 shares issued in 1997 and
  915,900 in 1996; outstanding 817,955 in 1997
  and 899,232 in 1996                                                     82,431         91,590
Additional paid-in-capital                                             6,054,449      7,470,917
Retained earnings                                                      6,306,807      6,475,785
Unearned ESOP shares                                                    (558,000)      (612,000)
Unearned compensation                                                   (412,195)      (371,304)
Treasury stock, at cost                                                  (83,993)      (202,519)
Net unrealized holding gains on investment and
  mortgage-backed securities available for sale                          261,688        285,154
                                                                   -------------     ----------

           Total stockholders' equity                                 11,651,187     13,137,623
                                                                   -------------     ----------

           Total liabilities and stockholders' equity              $ 109,344,114     88,509,297
                                                                   =============     ==========
</TABLE>


See accompanying notes to consolidated financial statements




                                        2


<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   Three Months Ended             Nine Months Ended
                                                                      September 30,                  September 30,
                                                               ---------------------------     -----------------------
                                                                   1997            1996           1997           1996
                                                               -----------      ----------     ---------     ---------
Interest and dividend income:
<S>                                                            <C>              <C>            <C>           <C>      
    Loans                                                      $ 1,870,012        989,397      4,897,275     2,911,987
    Interest-bearing deposits in
      other financial institutions                                  18,484         10,320         56,675        56,806
    Investment securities                                           89,596        189,964        223,080       670,844
    Mortgage-backed securities                                      28,797        175,570        156,594       477,431
    Dividends on Federal Home Loan Bank stock                       18,515         18,465         55,190        54,993
                                                               -----------      ---------      ---------     ---------
           Total interest and dividend income                    2,025,404      1,383,716      5,388,814     4,172,061

Interest expense
    Deposit accounts                                               910,677        596,667      2,437,521     1,847,925
    Federal Home Loan Bank advances                                135,104         16,444        270,289        16,444
                                                               -----------      ---------      ---------     ---------
           Total interest expense                                1,045,781        613,111      2,707,810     1,864,369
                                                               -----------      ---------      ---------     ---------

           Net interest income                                     979,623        770,605      2,681,004     2,307,692

Provision for loan losses                                           30,005        108,014         81,505       122,206
                                                               -----------      ---------      ---------     ---------
           Net interest income after provision
             for loan losses                                       949,618        662,591      2,599,499     2,185,486
                                                               -----------      ---------      ---------     ---------

Other income:
    Loan fees and service charges on deposit accounts              136,948         22,554        461,991       189,245
    Gain on sale of loans                                               --         36,435         24,647        36,435
    Gain on sale of premises and equipment                          35,672                        35,672            --
    Gain on sale of investments and mortgage-backed
      securities                                                       176         15,119        355,741        15,119
    Other operating income                                          46,033         25,075        105,563        69,545
                                                               -----------      ---------      ---------     ---------
           Total other income                                      218,829         99,183        983,614       310,344
                                                               -----------      ---------      ---------     ---------

Other expenses:
    Salaries and employee benefits                                 728,510        305,012      2,127,287       903,417
    Occupancy                                                      223,365        101,873        662,681       351,828
    Federal insurance premiums                                      11,236         34,789         31,866       104,633
    Savings Association Insurance Fund Assessment                       --        397,568             --       397,568
    Other                                                          214,985        167,635        698,123       405,461
                                                               -----------      ---------      ---------     ---------
           Total other expenses                                  1,178,096      1,006,877      3,519,957     2,162,907
                                                               -----------      ---------      ---------     ---------

Income (loss) before income taxes                                   (9,649)      (245,103)        63,156       332,923

Income tax expense (benefit)                                        (3,377)      (153,109)        22,105        43,762
                                                               -----------      ---------      ---------     ---------

           Net income (loss)                                   $    (6,272)       (91,994)        41,051       289,161
                                                               ===========      =========      =========     =========

Net income (loss) per share                                    $      (.01)          (.10)           .05           .27
                                                               ===========      =========      =========     =========

Weighted average shares outstanding                            $   763,142        892,775        782,591     1,054,272
                                                               ===========      =========      =========     =========
</TABLE>


See accompanying notes to consolidated financial statements.

                                        3


<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                                     September 30,
                                                                            ----------------------------
                                                                                1997              1996
                                                                            -------------       ---------
Cash flows from operating activities:
<S>                                                                         <C>               <C>    
    Net income                                                              $     41,051         289,161
    Adjustments to reconcile net income to net cash
      (used in) provided by operating activities:
        Provision for loan losses                                                 81,505         122,206
        Depreciation, amortization, and accretion, net                           130,044          10,574
        Amortization of management stock bonus plan expense                      109,109          37,591
        Net gain on sale of investment securities and
           mortgage-backed securities                                           (355,741)        (15,119)
        Net gain on sale of loans                                                (24,647)        (36,435)
        Net gain on sale of premises and equipment                               (35,672)             --
        Decrease in accrued interest and
           dividends receivable                                                   38,815          28,524
        Increase in other assets                                              (1,489,648)        (36,306)
        Savings Association Insurance Fund
           Assessment Payable                                                                    397,568
        Increase (decrease) in other liabilities                                 363,591        (162,753)
                                                                            ------------      ---------- 
            Net cash (used in) provided by operating activities               (1,141,593)        635,011
                                                                            ------------      ---------- 

Cash flows from investing activities:
    Proceeds from maturing investment securities-
       available for sale                                                        923,077              --
    Proceeds from maturing investment securities-
       held to maturity                                                               --       3,992,875
    Proceeds from sales of investment securities-
       available for sale                                                      2,391,211       3,000,312
    Purchases of investment securities-available for sale                     (4,457,427)     (1,632,419)
    Purchases of investment securities-held to maturity                               --        (787,640)
    Principal repayments on mortgage-backed securities-
       available for sale                                                      1,026,409       1,601,121
    Proceeds from sales of mortgage-backed securities-
       available for sale                                                      6,291,692         371,705
    Purchases of mortgage-backed securities-available for sale                        --      (1,823,455)
    Purchases of mortgage-backed securities-held to maturity                          --        (881,494)
    Loan (originations) repayments, net                                      (26,590,739)     (6,933,159)
    Proceeds from sale of loans                                                1,803,570       2,455,221
    Purchases of premises and equipment                                       (1,104,090)       (331,937)
    Proceeds from sale of premises and equipment                                  99,304              --
                                                                            ------------      ---------- 
           Net cash used in by investing activities                          (19,616,993)       (968,870)
                                                                            ------------      ---------- 
</TABLE>


                                        4

<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                         ------------------------------
                                                                              1997             1996
                                                                         -------------     ------------
Cash flows from financing activities:
    Net increase in savings and
<S>                                                                      <C>               <C>      
      demand deposit accounts                                               6,967,173       1,130,900
    Net increase (decrease) in certificates of deposits                    12,676,819        (474,349)
    Increase in Federal Home Loan Bank advances                             2,500,000       2,500,000
    Net increase in advance payments by
      borrowers for property taxes and insurance                              241,152         427,914
    Dividends paid                                                           (639,067)       (600,161)
    ESOP shares allocated                                                      87,303         101,372
    Contribution to management stock bonus plan                                              (578,464)
    Common stock repurchased and retired                                   (1,457,052)     (2,299,490)
                                                                         ------------      ----------
          Net cash provided by financing activities                        20,376,328         207,722
                                                                         ------------      ----------

          Decrease in cash and cash equivalents                              (382,258)       (126,137)
Cash and cash equivalents at beginning of period                         $  4,747,486       2,771,882
                                                                         ------------      ----------
Cash and cash equivalents at end of year                                 $  4,365,228       2,645,745
                                                                         ============      ==========
Supplemental disclosure of cash flow information:
    Interest paid                                                        $  2,615,915       1,260,150
                                                                         ============      ==========
    Income taxes paid                                                          71,360         162,216
                                                                         ============      ==========

Supplemental disclosure of noncash investing and financing activities:
    Treasury stock resulting from employee withholdings                  $     33,352              --
                                                                         ============      ==========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       5


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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



                                        6

<PAGE>


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

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

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


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

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

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

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

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


                                        7

<PAGE>


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

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

Assets - The Company's  assets  increased by 23.5%,  or $20.8  million,  between
December 31, 1996 and  September  30, 1997.  Loans  receivable  increased 39% to
$89.2  million at September  30, 1997,  up $24.8  million from $64.4  million at
December  31,  1996.  The  Company's  loan growth is  primarily  centered in the
commercial lending and single family construction  loans.  Commercial loans have
increased  approximately $11 million and construction loans by approximately $12
million due primarily to the addition of new loan originators at the main office
in  Clayton   County  and  entry  into  the  Henry   (McDonough)   and   Fayette
(Fayetteville)  County markets.  In order to fund a portion of this loan growth,
cash,  interest bearing deposits in other financial  institutions and investment
and mortgage-backed securities,  combined,  decreased by $6.2 million, or 30.2%,
to $14.3  million at September 30, 1997 from $20.5 million at December 31, 1996.
Other  assets  increased  to $1.5  million,  of which  $1.4  million  represents
construction  in  progress  on the  Company's  two new full  service  offices in
McDonough  and  Fayetteville,  Georgia.  In  addition,  premises  and  equipment
increased  by $796,000 or 42.6% from  December  31, 1996 to  September  30, 1997
which is primarily due to the  renovation of the bank's main office in Jonesboro
and the set up of temporary  banking  facilities in McDonough and  Fayetteville,
Georgia.  The Company  opened  temporary  banking  facilities  in McDonough  and
Fayetteville, Georgia in February 1997 and April 1997, respectively.

Liabilities  - Total  deposits  during the nine months ended  September 30, 1997
grew to $86.0  million,  an  increase  of $19.2  million,  or 28.7%,  from $66.8
million at December  31,  1996.  The increase in deposits is a result of general
deposit growth at the main office in Jonesboro and the Company's  entry into the
Henry and Fayette County markets. Federal Home Loan Bank advances also increased
$2.5  million or 33% from $7.5  million at  December  31,  1996  compared to $10
million at September  30, 1997.  The increases in deposits and Federal Home Loan
Bank advances provided the necessary funding for the balance sheet growth.

Stockholders'  Equity - Stockholders'  equity decreased $1.4 million,  or 10.7%,
from $13.1  million at December 31, 1996 to $11.7 million at September 30, 1997.
This decrease was  primarily  the result of the  Company's  repurchase of 91,590
shares of its  common  stock  for $1.5  million  during  the nine  months  ended
September 30, 1997.  In addition,  the Company  declared a semi-annual  dividend
totaling  $210,000.  The ratio of stockholders'  equity as a percentage of total
assets decreased to 10.7% at September 30, 1997 from 14.8% at December 31, 1996.
Book value per share  decreased to $14.24 at  September  30, 1997 from $14.61 at
December 31, 1996.

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

Performance Overview

Net Income - The Company's net loss of $6,000 for the  three-month  period ended
September 30, 1997 decreased by $86,000, or 93.5%, from net loss of $ 92,000 for
the same period in 1996. The net loss for the three month period ended September
30, 1997  resulted  primarily  due to an increase of $171,000,  or 17%, in other
expenses,  which is  partially  offset by an  increase  in loan fees and service
charges on deposit  accounts as a result of general  loan and deposit  growth at
the main office and the Company's  expansion  into the Henry and Fayette  County
markets.  The increase in other expenses  represents  costs  associated with the
opening, staffing and equipping of the Fayetteville and




                                        8
<PAGE>


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

Net  Interest  Income - Net  interest  income for the  three-month  period ended
September  30,  1997  increased  $209,000  or 27.1 %, from  $771,000  in 1996 to
$980,000  for the same period in 1997.  The  increase in the average  balance of
loans  receivable  during the  three-month  period  ended  September  30,  1997,
compared to the same period in 1996, resulted in a $911,000, or 92%, increase in
interest  income  from  loans  to  $1.9  million  from  $989,000,  respectively.
Conversely,  investment and mortgage-backed securities interest income decreased
$248,000  from 1997 to 1996 to $118,000 from  $366,000.  The decrease was due to
the liquidation of investment  securities to fund loan growth.  Interest expense
increased  $433,000 to $1.0 million for the  three-month  period ended September
30, 1997 from $613,000 for the same period in 1996.  This increase is the result
of the  increase in deposits  and due to FHLB  advances  outstanding  during the
quarter ended September 30, 1997.

Provision  for  Loan  Losses  - The  Association's  provision  for  loan  losses
decreased  for the three month period ended  September  30, 1997 compared to the
same  period  in  1996  by  decreasing  to  $30,000  from  $108,000.  Management
periodically evaluates the adequacy of the allowance for loan losses,  including
an evaluation of past loan loss experience, current economic conditions, volume,
growth and collateral of the loan portfolio.  Management also reviews classified
assets,  including those loans and assets listed as  non-performing.  Management
currently  believes  that its  allowance  for loan losses is adequate.  However,
there can be no assurances that further additions will not be needed.

Other  Income - Other income  increased  121%,  or $120,000,  to $219,000 in the
three-month  period ended September 30, 1997 from $99,000 for the same period in
1996. This increase was primarily due to loan and deposit growth.  Loan fees and
service  charges on deposit  accounts  increased to $137,000 in the  three-month
period ended September 30, 1997 from $23,000 for the same period in 1996.


                                       9

<PAGE>


Other Expenses - Other  expenses for the three month period ended  September 30,
1997 increased 20% from $1.0 million for the three-month  period ended September
30, 1996 to approximately  $1.2 million for the same period in 1997, an increase
of $200,000. As discussed above under net income, this increase is the result of
additional  personnel  hired by the Company since the  three-month  period ended
September 30, 1996. Salaries and employee benefits increased to $729,000 for the
three month period ended September 30, 1997 compared to $305,000 during the same
three-month period in 1996. In addition, occupancy expense increased $121,000 to
$223,000 for the  three-month  period  ended  September  30, 1997 from  $102,000
during the same period in 1996.  The  increase in other  expenses  for the three
month  period  ended  September  30, 1997 is  partially  offset by the  $398,000
special,  one-time  Savings  Association  Insurance  Fund  Assessment  which was
incurred in the same period in 1996.

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 15.72% during  September 1997 compared to 42.5%
during  September  1996. The Bank manages its liquidity  levels in order to meet
funding  needs for deposit  outflows,  payments of real estate  taxes and escrow
accounts  on  mortgage  loans,  loan  funding  commitments,  and  repayments  of
borrowings,   when  applicable.  The  primary  source  of  funds  are  deposits,
amortization  and prepayments of loans,  the sale and maturity of investment and
mortgage-backed securities, short-term Federal Home Loan Bank advances and funds
provided by operations.

Comparison of Operating Results for the Nine Months Ended September 30, 1997 and
1996

Performance Overview

Net Income - The Company's net income of $41,000 for the nine month period ended
September  30,  1997 was  $248,000 or 85.8% less than the same period in 1996 of
$289,000.  The decrease resulted  principally from an increase in other expenses
of $ 1.3  million  or 59% from $2.2  million  for the nine  month  period  ended
September  30, 1996  compared to $3.5 million for the same period in 1997.  This
increase in other  expenses was partially  off-set by $356,000 in gains on sales
of investments and mortgage-backed securities.

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

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<PAGE>


Net  Interest  Income - Net  interest  income for the  nine-month  period  ended
September 30, 1997 increased by $373,000, or 13.8%, from $2.3 million in 1996 to
$2.7 million for the same period in 1997. The increase in the average balance of
loans receivable during the nine-month period ended September 30, 1997, compared
to the same  period  in 1996,  resulted  in a $2  million,  or 69%  increase  in
interest  income  from  loans to $4.9  million  from $2.9  million.  Conversely,
investment and  mortgage-backed  securities  interest income decreased  $720,000
from 1997 to 1996 to $380,000  from $1.1  million.  The  decrease was due to the
liquidation  of  investment  securities  to fund loan growth.  Interest  expense
increased by $800,000 to $2.7 million for the nine-month  period ended September
30, 1997 from $1.9  million for the same  period in 1996.  This  increase is the
result of the increase in deposits and due to FHLB advances  outstanding for the
nine months ended September 30, 1997.

Provision for Loan Losses - The  provision for loan losses  decreased to $82,000
for the nine month period ended  September 30, 1997 compared to $122,000 for the
nine month period ended September 30, 1996.  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  allownace  for loan  losses  is  adequate.  However,  there  can be no
assurances that further additions will not be needed.

Other  Income - Other income  increased  217%,  or $674,000,  to $984,000 in the
nine-month  period ended September 30, 1997 from $310,000 for the same period in
1996.  This  increase  was the  result  of gains on  sales  of  investments  and
mortgage-backed  securities of $356,000  recognized during the nine months ended
September 30, 1997. In addition,  due to loan and deposit growth,  loan fees and
service  charges on deposit  accounts  increased to $462,000 from $189,000 which
also contributes to the increase in other income.

Other  Expenses - Other  expenses for the nine months ended  September  30, 1997
increased  59% from $2.2 million for the nine month period ended  September  30,
1996 to $3.5 million for the same period in 1997,  an increase of $1.3  million.
As discussed  above under net income,  this increase is the result of additional
personnel  hired by the Company since the nine month period ended  September 30,
1996.  Salaries  and  employee  benefits  increased to $2.1 million for the nine
month  period  ended  September  30, 1997  compared to $903,000  during the same
period in 1996. In addition,  occupancy expense  increased  $311,000 to $663,000
for the nine month period ended September 30, 1997 from $352,000 during the same
period in 1996.  The increase in other  expenses for the nine month period ended
September  30,  1997 is  partially  offset by the  $398,000  special,  one-time,
Savings  Association  Insurance Fund  Assessment  which was incurred in the same
period in 1996.





                                       11

<PAGE>


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

         NONE

Item 2.  Changes in Securities

         NONE

Item 3.  Defaults upon Senior Securities.

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

       (a)  Exhibit 11 - Computation of Per Share Earnings

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







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<PAGE>



                               CCF HOLDING COMPANY


                                   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:  November 12, 1997             BY: \s\David B. Turner
                                         -------------------------------------
                                         David B. Turner
                                         President and
                                         Chief Executive Officer

    Date:  November 12, 1997             BY: \s\Mary Jo Rogers
                                         -------------------------------------
                                          Mary Jo Rogers
                                          Vice President and
                                          Chief Financial Officer









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