.

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


                                   FORM 10-QSB


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

For the quarterly period ended:     June 30, 1998
                                    -------------

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

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

Commission file number: 0-25846


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

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

       Organization)

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

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

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

Yes  X     No
    ---       ---

Number of shares  outstanding of each of the issuer's  classes of common equity:
At  July  24,  1998  894,700  shares  of  the  registrant's  common  stock  were
outstanding.

           Transitional Small Business Disclosure Format (check one):

Yes        No  X
    ---       ---



<PAGE>


FORM 10-QSB
                                      INDEX



PART I.   FINANCIAL INFORMATION                                             Page



         Item 1.  Financial Statements:

                      Consolidated Balance Sheets as of
                      June 30, 1998 and December 31, 1997.....................1

                      Consolidated Statements of Income
                      for the three months and six months ended
                      June 30, 1998 and June 30, 1997 ........................2

                      Consolidated Statements of Cash Flows
                      for the six months ended
                      June 30, 1998 and June 30, 1997 ........................3

                      Notes to Consolidated Financial Statements .............4

         Item 2.  Management's Discussion and Analysis or Plan of Operation ..6


PART II.  OTHER INFORMATION


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

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

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

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

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

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

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


<PAGE>


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

ITEM 1.  FINANCIAL STATEMENTS

                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                     June 30,                 December 31,
                                                                      1998                        1997
                                                                      ----                        ----
                                                                   (Unaudited)                 (Audited)
<S>                                                               <C>                        <C>        
         ASSETS
         ------

Cash and due from banks                                           $    4,833,390                 4,357,626
Federal funds sold                                                     6,330,000                      -
Interest-bearing deposits in other financial institutions                938,482                 4,383,690
Investment securities available for sale                              23,256,887                 9,722,048
Mortgage-backed securities available for sale                            451,038                 1,837,509
Federal Home Loan Bank stock, at cost                                  1,013,200                 1,013,200

Loans receivable                                                     116,176,999                98,846,930
     Less unearned income                                               (685,066)                 (636,194)
     Less allowance for loan losses                                     (788,699)                 (669,505)
                                                                     -----------              ------------
              Loans, net                                             114,703,234                97,541,231
                                                                     -----------              ------------

Accrued interest and dividends receivable                                960,567                   784,852
Premises and equipment, net                                            5,572,392                 5,112,338
Other assets                                                             480,247                   203,550
                                                                     -----------              ------------

                  Total assets                                     $ 158,539,437               124,956,044
                                                                     -----------               -----------

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

Liabilities:
     Deposits:
         Non-interest bearing                                         $6,675,961                 4,548,285
         Interest bearing                                            135,232,860                86,653,055
                                                                     -----------               -----------
              Total Deposits                                         141,908,821                91,201,340
     Advance payments by borrowers for
       property taxes and insurance                                      347,380                   142,111
     Securities sold under agreements to repurchase                    3,397,125                 2,392,579
     Federal Home Loan Bank advances                                       -                    18,510,000
     Dividends payable                                                  133,331                       -
     Other liabilities                                                 1,213,101                 1,190,409
                                                                     -----------               -----------

                  Total liabilities                                  146,999,758               113,436,439
                                                                     -----------               -----------

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;  906,710 shares issued in 1998 and  1997;
       outstanding  894,700 in 1998 and 902,132 in 1997                   90,671                    90,671
     Additional paid-in-capital                                        7,845,916                 7,794,459
     Retained earnings                                                 4,271,149                 4,443,500
     Unearned ESOP shares                                               (504,000)                 (540,000)
     Unearned compensation                                              (335,896)                 (394,195)
     Treasury stock, at cost                                            (142,540)                  (96,800)
     Accumulated other comprehensive income                              314,379                   221,970
                                                                     -----------               -----------

                  Total stockholders' equity                          11,539,679                11,519,605
                                                                     -----------               -----------

                  Total liabilities and stockholders' equity       $ 158,539,437               124,956,044
                                                                     -----------               -----------
</TABLE>


See accompanying notes to consolidated financial statements

                                        1
<PAGE>
                       CCF HOLDING COMPANY AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Three Months Ended           Six Months Ended
                                                               June 30,                     June 30,
                                                         -----------------------    -----------------------   
                                                           1998          1997          1998         1997
                                                         --------      ---------    ---------    ----------   
<S>                                                    <C>            <C>          <C>           <C>      
Interest and dividend income:
      Loans, including fees                            $2,581,648      1,768,541    4,958,278     3,258,536
      Federal funds sold                                  111,034           -         152,911          -
      Interest-bearing deposits in
        other financial institutions                        6,133          6,701       28,711        38,191
      Investment securities                               250,745         63,348      426,655       133,484
      Mortgage-backed securities                            7,124         52,560       26,136       127,797
      Dividends on Federal Home Loan Bank stock            17,710         18,562       36,225        36,675
                                                       ----------      ---------    ---------     ---------
                  Total interest and dividend income    2,974,394      1,909,712    5,628,916     3,594,683
Interest expense
      Deposit accounts                                  1,680,390        794,576    2,970,195     1,526,844
      Federal Home Loan Bank advances                       -             92,310      160,404       135,185
                                                        ---------      ---------    ---------     ---------
                  Total interest expense                1,680,390        886,886    3,130,599     1,662,029
                                                        ---------      ---------    ---------     ---------
                  Net interest income                   1,294,004      1,022,826    2,498,317     1,932,654
Provision for loan losses                                  60,000         32,500      120,000        51,500
                                                        ---------      ---------    ---------     ---------
                  Net interest income after provision
                    for loan losses                     1,234,004        990,326    2,378,317     1,881,154
                                                        ---------      ---------    ---------     ---------
Other income:
      Service charges on deposit accounts                  86,884         38,030      185,449        88,590
      Gain on sale of loans                                  -              -            -           24,647
      Gain on sale of investments and mortgage-backed
        securities                                         30,028        178,851      135,417       355,565
      Other operating income                               23,767         33,920       62,628       118,059
                                                        ---------      ---------    ---------     ---------
                  Total other income                      140,679        250,801      383,494       586,861
                                                        ---------      ---------    ---------     ---------
Other expenses:
      Salaries and employee benefits                      750,619        713,268    1,486,996     1,398,777
      Loss on retirement of fixed assets.                                                               344
      Occupancy                                           177,181        242,172      442,611       440,755
      Federal insurance premiums                           23,317         10,709       45,446        20,630
      Other                                               363,180        251,657      639,428       534,704
                                                        ---------      ---------    ---------     ---------
                  Total other expenses                  1,314,297      1,217,806    2,614,481     2,395,210
                                                        ---------      ---------    ---------     ---------
Income before income taxes                                 60,386         23,321      147,330        72,805
Income tax expense                                         21,561          6,622       51,990        25,482
                                                        ---------      ---------    ---------     ---------
                  Net income                               38,825         16,699       95,340        47,323
                                                        ---------     ----------    ---------     ---------
Basic Net income per share                             $      .05     $      .02    $     .11     $     .05
                                                        =========     ==========    =========     =========
Diluted Net income per share                           $      .04     $      .02    $     .11     $     .05
                                                        =========     ==========    =========     =========
Dividends declared per common share                    $      .16     $      .25    $     .32     $     .25
                                                        =========     ==========    =========     =========
</TABLE>
See accompanying notes to consolidated financial statements.
                                        2
<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         Six  Months Ended
                                                                              June 30,
                                                                  ----------------------------
                                                                        1998            1997
                                                                        ----            ----
<S>                                                               <C>             <C>   
Cash flows from operating activities:
-------------------------------------
     Net income                                                   $     95,340          47,323
     Adjustments to reconcile net income to net cash
       (used in) provided by operating activities:
         Provision for loan losses                                     120,000          51,500
         Depreciation, amortization, and accretion, net                208,925          92,226
         Amortization of management stock bonus plan expense            68,549          97,109
         ESOP Compensation Expense                                      82,657
         Net gain on sale of investment securities and
            mortgage-backed securities                                (135,417)       (355,565)
         Net gain on sale of loans                                        - 
         (Increase) decrease in accrued interest and
            dividends receivable                                      (175,715)         87,891
         Increase in other assets                                     (276,697)       (679,897)
         Increase in other liabilities                                 (19,109)        172,524
         Other, net                                                       -            (24,305)
                                                                  ------------    ------------
            Net cash provided by (used in) operating activities        (31,467)       (511,194)
                                                                  ------------    ------------
Cash flows from investing activities:
-------------------------------------
     Proceeds from maturing investment securities-
        available for sale                                                -            914,405
     Proceeds from sales of investment securities-
        available for sale                                           1,402,995         553,488
     Purchases of investment securities-available for sale         (14,727,695)       (989,063)
     Principal repayments on mortgage-backed securities-
        available for sale                                             220,899         946,779
     Proceeds from sales of mortgage-backed securities-
        available for sale                                           1,167,169       5,261,442
     Loan (originations) repayments, net                           (17,282,003)    (19,208,926)
     Proceeds from sale of loans                                          --         1,803,570
     Premises and Equipment Retired                                    296,695
     Purchases of premises and equipment                              (966,375)       (990,100)
                                                                  ------------    ------------
            Net cash (used in) provided by investing activities    (29,888,315)    (11,708,405)
                                                                  ------------    ------------
Cash flows from financing activities:
-------------------------------------
     Net increase (decrease) in savings and
       demand deposit accounts                                      16,712,943       2,081,672
     Net increase in certificates of deposits                       33,994,538       9,193,307
     Net increase (decrease) in repos                                1,004,546
     Increase (Decrease) in Federal Home Loan Bank advances        (18,510,000)      2,300,000
     Net increase in advance payments by
       borrowers for property taxes and insurance                      205,269          65,589
     Dividends paid                                                   (133,709)       (405,010)
     ESOP shares allocated                                                              57,600
     Cash paid in lieu of fractional shares                               (651)           - 
     Common stock repurchased                                          (51,190)     (1,457,052)
                                                                  ------------    ------------
           Net cash provided by (used in) financing activities      33,221,746     (11,836,106)
                                                                  ------------    ------------
           Increase (decrease) in cash and cash equivalents          3,301,964        (383,493)
Cash and cash equivalents at beginning of period                  $  8,741,316       4,747,486
                                                                  ------------    ------------
Cash and cash equivalents at end of period                          12,043,280    $  4,363,993
                                                                  ============    ============
Supplemental disclosure of cash flow information:
     Interest paid                                                $  1,680,390    $  1,518,614
                                                                  ============    ============
     Income taxes paid                                            $     15,000          63,860
                                                                  ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                        3


<PAGE>

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

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

The consolidated  financial statements for the three and six month periods ended
June 30, 1998 and 1997 are  unaudited  and reflect all  adjustments  (consisting
only of normal  recurring  accruals)  which are, in the  opinion of  management,
necessary for a fair presentation of the financial position,  operating results,
and cash flows for the  interim  periods.  Accordingly,  they do not include all
information and disclosures required by generally accepted accounting principles
for complete financial statements.

The results of  operations  for the six month period ended June 30, 1998 are not
necessarily  indicative  of the results for the entire year ending  December 31,
1998.

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

Reference  is made to the  accounting  policies of the Company  described in the
notes to the consolidated financial statements contained in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1997 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 March 17,  1998,  the Company  declared a cash  dividend of $.16 per share to
stockholders of record on April 1, 1998.  These dividends were paid on April 15,
1998.

On June 12,  1998,  the  Company  declared a cash  dividend of $.16 per share to
stockholders  of record on July 1, 1998.  These  dividends were paid on July 15,
1998.

5.   Statement   of   Financial   Accounting   Standards   No.  130,   Reporting
     Comprehensive Income
     ---------------------------------------------------------------------------

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 130, Reporting  Comprehensive Income ("SFAS
130").  This  statement  established  standards  for  reporting  and  display of
comprehensive  income  and  its  components  in a full  set of  general  purpose
financial  statements.  SFAS 130  requires  all items  that are  required  to be
recognized under accounting  standards as components of comprehensive  income to
be  reported  in an  annual  financial  statement  that is  displayed  in  equal
prominence  with the other  annual  financial  statements.  For  interim  period
financial  statements,   enterprises  are  required  to  disclose  a  total  for
comprehensive  income in those  financial  statements.  The term  "comprehensive
income"  is used  in  SFAS  130 to  describe  the  total  of all  components  of
comprehensive income including net income.  "Other comprehensive  income" refers
to revenues,  expenses,  gains,  and losses that are  included in  comprehensive
income but excluded from earnings under current accounting standards. Currently,
"other comprehensive income" for the Company consists solely of items previously
recorded as a component of shareholders'  equity under SFAS 115,  Accounting for
Certain  Investments in Debt and Equity Securities.  The Company has adopted the
interim-period  disclosure requirements of SFAS 130 effective March 31, 1998 and
will adopt the annual financial statement reporting and disclosure  requirements
of SFAS 130 effective December 31, 1998.

Total  comprehensive  income  (loss) for the three months and six months  ending
June 30, 1998 was $53,603 and  $110,118  respectively.  For the three months and
six months ending June 30, 1997 comprehensive  income was $172,975  and $203,599
respectively.

                                        4

<PAGE>
6.   Earnings Per Share
     ------------------

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting Standards ("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). SFAS No. 128 replaces
     the  presentation  of primary EPS and fully diluted EPS with a presentation
     of basic and diluted EPS,  respectively.  SFAS No. 128 also  requires  dual
     presentation  of basic and diluted EPS on the face of the income  statement
     for all entities with complex capital structures. All prior period EPS data
     has been restated to conform with SFAS No. 128.

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

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

     SFAS No. 128  requires  the  presentation  on the face of the  statement of
     income of  earnings  per share with and  without  the  dilutive  effects of
     potential   common  stock  issuances  from  instruments  such  as  options,
     convertible  securities  and  warrants.  Additionally,  the  new  statement
     requires the reconciliation of the amounts used in the computation of both
     "basic earnings per share" and "diluted earnings per share" as follows:

<TABLE>
<CAPTION>
                    For the three months ended June 30, 1998

                                                                           Per Share
                                               Net Earnings  Common Shares   Amount
                                               ------------  -------------   ------
<S>                                               <C>            <C>          <C>  
Basic earnings per share                          $38,825        839,329      $0.05
Effect of dilutive common stock issuances:
     Stock options                                                52,020
                                                  -------        -------
Diluted earnings per share                        $38,825        891,349      $0.04
                                                  =======        =======      =====
</TABLE>

<TABLE>
<CAPTION>
                    For the three months ended June 30, 1997

                                                                           Per Share
                                               Net Earnings  Common Shares   Amount
                                               ------------  -------------   ------
<S>                                               <C>            <C>          <C>  
Basic earnings per share                          $16,699        846,386      $0.02
Effect of dilutive common stock issuances:
     Stock options                                                21,206
                                                  -------        -------
Diluted earnings per share                        $16,699        867,592      $0.02
                                                  =======        =======      =====
</TABLE>

<TABLE>
<CAPTION>
                     For the six months ended June 30, 1998

                                                                           Per Share
                                               Net Earnings  Common Shares   Amount
                                               ------------  -------------   ------
<S>                                               <C>            <C>          <C>  
Basic earnings per share                          $95,340        839,543      $0.11
Effect of dilutive common stock issuances:
     Stock options                                                50,307
                                                  -------        -------
Diluted earnings per share                        $95,340        889,850      $0.11
                                                  =======        =======      =====
</TABLE>

<TABLE>
<CAPTION>
                    For the six months ended June 30, 1997

                                                                           Per Share
                                               Net Earnings  Common Shares   Amount
                                               ------------  -------------   ------
<S>                                               <C>            <C>          <C>  
Basic earnings per share                          $47,323        871,338      $0.05
Effect of dilutive common stock issuances:
     Stock options                                                22,025
                                                  -------        -------
Diluted earnings per share                        $47,323        893,363      $0.05
                                                  =======        =======      =====
</TABLE>
                                       5
<PAGE>

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

CCF Holding  Company (the  "Company") may from time to time make written or oral
"forward-looking  statements",  including  statements contained in the Company's
filings with the Securities and Exchange  Commission  (including  this report on
Form 10QSB),  in its reports to stockholders and in other  communications by the
Company,  which  are made in good  faith by the  Company  pursuant  to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These  forward  looking  statements  involve  risks and  uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans, objectives,  expectations,  estimates and intentions expressed in forward
looking statements: the strength of the United States economy in general and the
strength of the local economies in which the Company  conducts  operations;  the
effects  of, and changes  in,  trade,  monetary  and fiscal  policies  and laws,
including  interest  rate  policies  of the Board of  Governors  of the  Federal
Reserve System,  inflation,  interest rate and market and monetary fluctuations;
the timely  development  of and  acceptance  of new products and services of the
Company and the perceived overall value of these products and services by users,
including the features,  pricing and quality  compared to competitors'  products
and services;  the willingness of users to substitute  competitors' products and
services for the Company's products and services;  the success of the Company in
gaining  regulatory  approval of its products and services,  when required;  the
impact of changes in financial  services' laws and  regulations  (including laws
concerning taxes,  banking,  securities and insurance);  technological  changes,
acquisitions;  changes in consumers  spending and saving habits; and the success
of the Company at managing the risks involved in the foregoing.

The Company cautions that these important factors are not exclusive. The Company
does not undertake to update any forward looking  statement,  whether written or
oral, that may be made from time to time by or on behalf of the Company.

Comparison of Financial Condition at June 30, 1998  and December 31, 1997

Assets - The Company's  assets  increased by 26.8%,  or $33.6  million,  between
December 31, 1997 and June 30, 1998. Loans receivable  increased 17.5% to $114.7
million at June 30, 1998,  up $17.2  million from $97.5  million at December 31,
1997.  The Company's loan growth is primarily  centered in the  commercial  real
estate  lending and single family  construction  loans.  Commercial  real estate
loans have  increased  approximately  $7.7  million  and  construction  loans by
approximately $2.8 million. Consumer loans have shown substantial growth of 100%
or  $4.4  million  since  December  31,  1997.  This  is  primarily  due  to the
establishment  of an indirect  lending  department  which totals $2.6 million in
outstandings  at June 30, 1998.  These loans are  primarily for the financing of
home improvement,  water craft and recreational vehicles.

Premises and  equipment  increased by $460,000 or 9% during the six month period
ended June 30, 1998.  This is due  primarily to the  renovation  of two existing
offices in Morrow and Forest Park Georgia.

The unrealized gain on investment  securities on December 31, 1997 was $221,970.
At June 30, 1998 the unrealized gain was $314,379.

Liabilities - Total  deposits  during the six months ended June 30, 1998 grew to
$141  million,  an  increase of $50.7  million,  or 56%,  from $91.2  million at
December 31, 1997. Deposit growth was primarily in certificates of deposit which
increased  approximately $31 million.  This growth was the result of a marketing
campaign to increase  deposits  which  provided  the  necessary  funding for the
balance sheet growth and the payment of the balance due at the Federal Home Loan
Bank, $18.5 million. Transaction accounts (checking, NOW and money markets) grew
approximately  $17  million  during the six months  ending June 30,  1998.  This
growth  is due to the  expansion  into  the new  markets  of Henry  and  Fayette
Counties  and the  increasing  recognition  of Heritage  Bank as a full  service
community bank.

Stockholders'  Equity -  Stockholders'  equity  increased  $20,074 or .1%,  from
December  31,  1997 to June  30,  1998.  This  increase  was the  result  of the
Company's net income,  Employee  stock  ownership plan  allocations,  management
stock bonus plan expense and unrealized gains on securities  available for sale.
The Company has declared two quarterly  dividend  totaling $134,023 and $133,331
respectively  which partially  offset the increase in stockholders  equity.  The
ratio of stockholders'  equity as a percentage of total assets decreased to 7.2%
at June 30, 1998 from 9.2% at December 31, 1997.  Book value per share increased
from $12.81 at December 31, 1997 to $12.90 at June 30, 1998.

                                        6
<PAGE>
Comparison  of  Operating  Results for the Three  Months Ended June 30, 1998 and
1997

Performance Overview

Net Income - The  Company's  net income of $38,825  for the  three-month  period
ended June 30, 1998 increased by $22,126,  or 132%, from a net income of $16,699
for the same  period in 1997.  The  increase  in net income for the three  month
period  ended June 30,  1998,  was  primarily  the result of an  increase of net
interest income, generated through loan growth.

Net Interest Income - Net interest income for the three-month  period ended June
30, 1998 increased  $271,000 or 26.5%, from $1,022,826 in 1997 to $1,294,004 for
the same period in 1998. The increase in the average balance of loans receivable
during the three-month  period ended June 30, 1998,  compared to the same period
in 1997,  resulted in a $813,000 or 46%,  increase in interest income from loans
to $2.6 million from $1.8 million, respectively.  Investment and mortgage-backed
securities  interest  income  increased  $142,000 from 1997 to 1998, to $258,000
from $116,000.  Interest on Federal funds sold for same period increased from $0
to  $111,000.  Interest  expense  increased  $793,000  to $1.68  million for the
three-month  period  ended June 30,  1998 from  $887,000  for the same period in
1997. This increase is the result of the increase in deposits during the quarter
ended June 30, 1998.

Provision for Loan Losses - The Bank's  provision  for loan losses  increased by
$27,500 for the three  month  period  ended June 30,  1998  compared to the same
period in 1997,  increasing  to $60,000 from  $32,500.  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.  Management  will
continue to monitor and adjust the  allowance  as  necessary  in future  periods
based on growth in the loan portfolio,  loss experience  which has been minimal,
and the continued  expected changing mix of loans in the loan portfolio.  If the
size of the loan portfolio  continues to increase and the relative proportion in
that portfolio of commercial and construction  loans  increases,  it is expected
that the  provision for loan losses will  increase at an adequate  level.  Loans
internally classified as Substandard for the period ending June 30, 1998 totaled
$1.1  million and for the period  ending  December  31, 1997  substandard  loans
totaled  $762,000.  The  increase  was due to the addition of one loan which was
placed on non  accrual  during the first  quarter  due to its past due status of
more than 90 days.  Management believes that this loan is adequately secured and
no loss is anticipated.  There were no loans  classified as doubtful or loss for
either  period.  Non accrual  loans  decreased  during this  quarter by a net of
$15,000.

Other  Income - Other  income  decreased  44%,  or  $110,000  to $141,000 in the
three-month  period  ended June 30,  1998 from  $251,000  for the same period in
1997.  This  decrease  was  primarily  due to a decrease  in the Gain on Sale of
Securities. The gain of sale of securities for the current period was $30,000 as
compared to $179,000 for the same period last year. This difference is offset by
an increase of $50,000 in service charge income on deposit accounts from $38,000
in the quarter ending June 1997 to $87,000 in the quarter ending June 1998.

Other  Expenses - Other  expenses for the three month period ended June 30, 1998
increased 8% from $1.2 million for the three-month period ended June 30, 1997 to
$1.3  million  for the same period in 1998,  an increase of $96,000.  $37,000 of
this increase, is the result of increased salary expense.  Salaries and employee
benefits  increased  to $750,000  for the three month period ended June 30, 1998
compared to $713,000  during the same  three-month  period in 1997. In addition,
occupancy expense decreased $65,000 to $177,000 for the three-month period ended
June 30, 1998 from $242,000 during the same period in 1997. This decrease is due
primarily to the establishment of two new facilities during 1997 which increased
expenses for that period.  Insurance  premiums have increased by $13,000 for the
current period due to the increasing deposit base. Likewise, computer processing
expenses  increased  from $68,000  during the quarter ended June 1997 to $88,000
for the current quarter.

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 4%. The Bank's  liquidity  ratio averaged  17.29% during the
quarter  ending June 1998 compared to 13% during June 1997. 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.

                                        7
<PAGE>
Year 2000 - The internal  task force  established  by the Company has  completed
both the Awareness and Assessment  phases of this project.  The  recommendations
for  renovation  and  validation  have  been  completed.  A test  lab  has  been
established  to verify the  compliance  of  software  used by the  Company.  All
validation  and  implementation  procedures are expected to be completed by June
30, 1999. The Company has been reviewed by two  regulatory  agencies on its Year
2000  progress.  There were no significant  finding noted in either review.  The
Bank's third party vendor, FISERV Solutions, Inc. has begun testing which should
be completed by September 1998. The Company will continue to closely monitor the
progress  all  of  its  vendors,   including   correspondent   banks,  and  will
aggressively  address  potential  problems as they arise.  The Bank  expects its
expenses  related to the Year 2000 for 1998 to be less than $25,000.  The budget
for 1999 is  currently  being  created,  Year  2000  expenses,  if any,  will be
included.  Loan officers have  completed  surveys to identify any customers that
may be impacted by the Year 2000 issues; none have been identified to date.


Comparison of Operating Results for the Six Months Ended June 30, 1998 and 1997

Performance Overview

Net Income - The  Company's net income of $95,340 for the six month period ended
June 30, 1998  reflected  an  increase of $48,017 or 101%,  from a net income of
$47,323  for the same  period in 1997.  The  increase  in net income for the six
month  period  ended June 30,  1998,  was  primarily  due to an  increase of net
interest  income,  generated  through loan growth.  Net loans  outstanding  have
increased by 40% or $82 million since June 1997.

Net Interest  Income - Net  interest  income for the six month period ended June
30, 1998 increased  $566,000 or 29.2%, from $1.9 million in 1997 to $2.5 million
for the same  period in 1998.  The  increase  in the  average  balance  of loans
receivable during the six month period ended June 30, 1998, compared to the same
period in 1997,  resulted in a $1,700,000  or 47%,  increase in interest  income
from loans to $5.0  million  from $3.2  million,  respectively.  Investment  and
mortgage-backed  securities  interest income increased $192,000 from the quarter
ending June 1997 to the quarter  ending June 1998,  to $453,000  from  $261,000.
Interest  on  Federal  funds  sold  for the  same  period  increased  from $0 to
$153,000.  Interest expense  increased $1.5 million to $3.13 million for the six
month period ended June 30, 1998 from $1.66 million for the same period in 1997.
This  increase  is the  result of the growth in  deposits  during the six months
ended June 30, 1998.

Provision for Loan Losses - The Bank's  provision  for loan losses  increased by
$68,500 for the six month period ended June 30, 1998 compared to the same period
in 1997. The provision increased from $51,500 during the six month period ending
June 30, 1997 to  $120,000  during the same period in 1998.  This  increase  was
necessary  to maintain the level of reserve to  outstandings,  due to the strong
growth in the loan portfolio. Management will continue to monitor and adjust the
allowance as necessary in future periods.

Other  Income - Other income  decreased  35%, or $203,000 to $383,000 in the six
month period ended June 30, 1998 from $586,000 for the same period in 1997. This
decrease was primarily due to a decrease in the Gain on Sale of Securities.  The
gain of sale of  securities  for the current  period was $178,000 as compared to
$356,000 for the same period last year. This difference is offset by an increase
of $97,000 or 110% in service charge income on deposit  accounts from $88,000 in
the six months ending June 1997 to $185,000 in the six months ending June 1998.

Other  Expenses - Other  expenses  for the six month  period ended June 30, 1998
increased  9% from $2.4  million for the six month period ended June 30, 1997 to
$2.6 million for the same period in 1998, an increase of $219,000.  Salaries and
employee  benefits  increased by $88,000 for the six month period ended June 30,
1998 compared to the same six month period in 1997. Occupancy expense leveled to
an increase of only $2,000 or 0.4% for the six months ended June 1997.

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

                                        8
<PAGE>


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

         NONE

Item 2.  Changes in Securities and Use of Proceeds.

         NONE

Item 3.  Defaults upon Senior Securities.

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibit 11 - Computation of Per Share Earnings

        (b) A form 8-K (dated June 11, 1998) for items 4 and 7 was filed on June
        18, 1998 concerning the appointment of a new accountant.

                                        9
<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY


                                   SIGNATURES


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



                                      CCF HOLDING COMPANY


     Date: August 13, 1998             BY:\s\ David B. Turner
                                              ----------------------------------
                                              David B. Turner
                                              President and
                                              Chief Executive Officer


     Date: August 13, 1998             BY:\s\ Mary Jo Rogers
                                              ----------------------------------
                                              Mary Jo Rogers
                                              Vice President and
                                              Chief Financial Officer



                                        10