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, 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 October 9, 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
                  September 30, 1998 and December 31, 1997.....................1

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

                  Consolidated Statements of Cash Flows
                  for the nine months ended
                  September 30, 1998 and September 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 and Use of Proceeds....................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>
                                                                  September 30,  December 31,
                                                                      1998           1997    
                                                                  -------------  ------------
                                                                   (Unaudited)     (Audited)
         ASSETS
         ------
<S>                                                            <C>               <C>        
Cash and due from banks                                        $   5,430,467        4,357,626
Federal funds sold                                                10,660,000             --
Interest-bearing deposits in other financial institutions          1,663,977        4,383,690
Investment securities available for sale                          21,439,198        9,722,048
Mortgage-backed securities available for sale                        224,970        1,837,509
Federal Home Loan Bank stock, at cost                              1,013,200        1,013,200

Loans receivable                                                 122,195,613       98,846,930
     Less unearned income                                           (675,155)        (636,194)
     Less allowance for loan losses                                 (868,699)        (669,505)
                                                               -------------    -------------
              Loans, net                                         120,651,759       97,541,231
                                                               -------------    -------------

Accrued interest and dividends receivable                          1,046,397          784,852
Premises and equipment, net                                        5,394,937        5,112,338
Other assets                                                         792,800          203,550
                                                               -------------    -------------

                  Total assets                                 $ 168,317,705      124,956,044
                                                               -------------    -------------

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

Liabilities:
     Deposits:
         Non-interest bearing                                  $   8,208,068        4,548,285
         Interest bearing                                        144,027,374       86,653,055
                                                               -------------    -------------
              Total Deposits                                     152,235,442       91,201,340
     Advance payments by borrowers for
       property taxes and insurance                                  451,367          142,111
     Securities sold under agreements to repurchase                2,833,435        2,392,579
     Federal Home Loan Bank advances                                    --         18,510,000
     Dividends payable                                               134,362             --
     Other liabilities                                             1,224,547        1,190,409
                                                               -------------    -------------

                  Total liabilities                              156,879,153      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 899,750 in 1997               90,114           90,671
     Additional paid-in-capital                                    7,780,568        7,794,459
     Retained earnings                                             4,260,145        4,443,500
     Unearned ESOP shares                                           (486,000)        (540,000)
     Unearned compensation                                          (293,430)        (394,195)
     Treasury stock, at cost                                         (70,822)         (96,800)
     Accumulated other comprehensive income                          157,977          221,970
                                                               -------------    -------------

                  Total stockholders' equity                      11,438,552       11,519,605
                                                               -------------    -------------

                  Total liabilities and stockholders' equity   $ 168,317,705      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          Nine Months Ended
                                                                    September  30,            September 30,
                                                              ----------------------    ------------------------
                                                                 1998          1997         1998         1997 
                                                              ----------   ----------    ----------  -----------
<S>                                                           <C>          <C>           <C>          <C>      
Interest and dividend income:
      Loans, including fees                                   $2,856,057    1,964,770     7,814,335    5,226,307
      Federal funds sold                                         114,106                                 267,017
      Interest-bearing deposits in
        other financial institutions                              17,079       18,484        45,790       56,675
      Investment securities                                      308,896       89,596       730,260      223,080
      Mortgage-backed securities                                   4,283       28,797        30,419      156,594
      Dividend                                                    21,728       18,515        63,243       55,190
                                                              ----------   ----------    ----------  -----------
                  Total interest and dividend income           3,322,149    2,120,162     8,951,064    5,717,846

Interest expense
      Deposit accounts                                         1,783,807      910,677     4,726,220    2,437,521
      Securities sold under agreement to repurchase               29,597                     82,653
      Federal Home Loan Bank advances                               --        135,104       135,130      270,289
                                                              ----------   ----------    ----------  -----------
                  Total interest expense                       1,813,404    1,045,781     4,944,003    2,707,810
                                                              ----------   ----------    ----------  -----------

                  Net interest income                          1,508,745    1,074,381     4,007,061    3,010,036

Provision for loan losses                                         80,000       30,005       200,000       81,505
                                                              ----------   ----------    ----------  -----------
                  Net interest income after provision
                    for loan losses                            1,428,745    1,044,376     3,807,061    2,928,531
                                                              ----------   ----------    ----------  -----------

Other income:
      Service charges on deposit accounts                         99,414       42,190       284,863      132,959
      Gain on sale of loans                                                                               24,647
      Gain on sale of premises and equipment                                   35,672                     35,672
      Gain(loss) on sale of investments and mortgage-backed
        securities                                                                176       136,513      355,741
      Other operating income                                      31,082       46,033        87,416      105,563
                                                              ----------   ----------    ----------  -----------
                  Total other income                             130,496      124,071       508,792      654,582
                                                              ----------   ----------    ----------  -----------
 Other expenses:
      Salaries and employee benefits                             774,475      690,507     2,261,470    2,017,201
      Occupancy                                                  196,247      160,228       540,546      465,760
      Federal insurance premiums                                  19,515       11,236        47,079       31,866
      Other                                                      382,653      316,125     1,133,078    1,005,130
                                                              ----------   ----------    ----------  -----------
                  Total other expenses                         1,372,890    1,178,096     3,982,173    3,519,957
                                                              ----------   ----------    ----------  -----------

Income before income taxes                                       186,351       (9,649)      333,680       63,156

Income tax expense                                                65,545       (3,377)      117,535       22,105
                                                              ----------   ----------    ----------  -----------

                  Net income                                  $  120,806       (6,272)      216,145       41,051
                                                              ==========   ==========    ==========   ==========
 
Basic Net income per share                                    $      .14        (0.01)          .26          .05
                                                              ==========   ==========    ==========   ==========

Diluted Net income per share                                  $      .13        (0.01)          .24          .05
                                                              ==========   ==========    ==========   ==========

Dividends declared per common share                           $      .16         --             .48         0.78
                                                              ==========   ==========    ==========   ==========
</TABLE>
                                                                        
See accompanying notes to consolidated financial statements.

                                        2
<PAGE>


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

                                                                     Nine  Months Ended
                                                                        September 30,         
                                                                    1998            1997 
                                                               ------------     -----------    
<S>                                                            <C>              <C>   
Cash flows from operating activities:
     Net income                                                $    216,145          41,051
     Adjustments to reconcile net income to net cash
       (used in) provided by operating activities:
         Provision for loan losses                                  200,000          81,505
Depreciation, amortization, and accretion, net                      324,943         130,044
         Amortization of management stock bonus plan expense         80,570         109,109
         ESOP Compensation Expense                                  136,916
Net gain on sale of investment securities and
            mortgage-backed securities                             (136,513)       (355,741)
         Net (gain) loss on sale of loans                               206         (24,647)
         (Increase) decrease in accrued interest and
            dividends receivable                                   (261,545)         38,815
         Net (gain)loss on sale of premises and equipment               347         (35,672)
         Increase in other assets                                  (496,937)     (1,489,648)
         Increase in other liabilities                              (41,246)        363,591
                                                               ------------     -----------
Net cash provided by (used in) operating activities                  22,886      (1,141,593)
                                                               ------------     -----------    

Cash flows from investing activities:
     Proceeds from maturing investment securities-
        available for sale                                       19,071,347         923,077
     Proceeds from sales of investment securities-
        available for sale                                        1,402,995       2,391,211
     Purchases of investment securities-available for sale      (32,127,695)     (4,457,427)
     Principal repayments on mortgage-backed securities-
        available for sale                                          380,448       1,026,409
     Proceeds from sales of mortgage-backed securities-
        available for sale                                        1,167,169       6,291,692
     Loan originations, net                                     (30,096,983)    (26,590,739)
     Proceeds from sale of loans                                  6,786,249       1,803,570
     Premises and Equipment Retired                                 296,922
     Proceeds from sale of premises and equipment                       347          99,304
     Purchases of premises and equipment                           (999,214)     (1,104,090)
                                                               ------------     -----------    
            Net cash  used in investing activities              (34,118,415)    (19,616,993)
                                                               ------------     -----------    
 Cash flows from financing activities:
     Net increase in savings and
       demand deposit accounts                                   22,186,652       6,967,173
     Net increase in certificates of deposits                    38,847,450      12,676,819
     Net increase  in repos                                         440,856
     Increase (Decrease) in Federal Home Loan Bank advances     (18,510,000)      2,500,000
     Net increase in advance payments by
       borrowers for property taxes and insurance                   309,256         241,152
     Dividends paid                                                (264,488)       (639,067)
     ESOP shares allocated                                          109,430          87,303
     Cash paid in lieu of fractional shares                            (651)           --
     Common stock repurchased                                       (51,190)     (1,457,052)
                                                               ------------     -----------    
           Net cash provided by  financing activities            43,067,315      20,376,328
                                                               ------------     -----------    
           Increase (decrease) in cash and cash equivalents       8,971,786        (382,258)
Cash and cash equivalents at beginning of period               $  8,741,316       4,747,486
                                                               ------------     -----------    
Cash and cash equivalents at end of period                       17,713,102    $  4,365,228
                                                               ============    ============
Supplemental disclosure of cash flow information:
     Interest paid                                             $  4,944,003    $  2,615,915
                                                               ============    ============
     Income taxes paid                                         $     30,000    $     71,360
                                                               ============    ============
</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 nine month periods ended
September  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 nine month period ended September 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 Dividends

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.  On September 15, 1998,  the Company  declared a cash dividend of $.16 per
share to stockholders of record on October 1, 1998. These dividends were paid on
October 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 nine months ending
September 30, 1998 was $(35,596) and $59,744 respectively.  For the three months
and nine months ending  September 30, 1997  comprehensive  income was $(132,838)
and $17,585 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
EPS 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 September 30, 1998
                                                           ---------------------------------------------

                                                                                                Per share
                                                         Net Earnings         Common Shares      Amount  
                                                         ------------         -------------      ------  

<S>                                                          <C>                   <C>            <C>  
Basic earnings per share                                     $120,806              861,661        $0.14
Effect of dilutive common stock issuances:
     Stock Options                                                                  46,432            
                                                         -----------------------------------------------
Diluted Earnings per share                                   $120,806              908,093        $0.13
                                                         ===============================================
</TABLE>
<TABLE>
<CAPTION>

                                                           For the three months ended September 30, 1997
                                                           ---------------------------------------------
                                                                                                Per share
                                                         Net Earnings         Common Shares      Amount  
                                                         ------------         -------------      ------  

<S>                                                          <C>                   <C>           <C>    
Basic earnings per share                                     ($6,272)              836,456       ($0.01)
Effect of dilutive common stock issuances:
     Stock Options                                                                  26,285            
                                                         -----------------------------------------------
Diluted Earnings per share                                   ($6,272)               865,741      ($0.01)
                                                         ===============================================
</TABLE>
<TABLE>
<CAPTION>

                                                          For the nine months ended September 30, 1998

                                                                                                Per share
                                                         Net Earnings         Common Shares      Amount  
                                                         ------------         -------------      ------  

<S>                                                          <C>                   <C>            <C>  
Basic earnings per share                                     $216,145              840,680        $0.26
Effect of dilutive common stock issuances:
     Stock Options                                                                  49,015            
                                                         ----------------------------------------------
Diluted Earnings per share                                   $216,145              889,695        $0.24
                                                         ==============================================
</TABLE>
<TABLE>
<CAPTION>
                                                           For the nine months ended September 30, 1997
                                                           --------------------------------------------
                                                                                                Per share
                                                         Net Earnings         Common Shares      Amount  
                                                         ------------         -------------      ------  

<S>                                                           <C>                  <C>             <C>  
Basic earnings per share                                      $41,051              860,850         $0.05
Effect of dilutive common stock issuances:
     Stock Options                                                                  23,445
                                                          ----------------------------------------------
Diluted Earnings per share                                    $41,051              884,295         0.05
                                                          ==============================================

</TABLE>

                                        5
<PAGE>

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

CCF Holding  Company,  a bank  holding  company as of  September  1, 1998 is the
parent  of the  wholly  owned  subsidiary,  Heritage  Bank,  a  state  chartered
commercial bank as of September 1, 1998. Prior to this time, CCF Holding Company
was a unitary thrift holding company,  owning 100% of the outstanding  shares of
Heritage  Bank  (formerly  known  as  Clayton  County  Federal  Savings  &  Loan
Association) a federally chartered savings institution.

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 September 30, 1998  and December 31, 1997

Assets - The  Company's  assets  increased  by 34%,  or $43.4  million,  between
December 31, 1997 and  September  30, 1998.  Loans  receivable  increased 23% to
$120.4  million at September  30, 1998,  up $23.1  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  $12 million and  construction
loans by approximately $6 million.  Consumer loans have shown substantial growth
of 215% or $9.5 million  since  December 31, 1997.  This is primarily due to the
establishment  of an indirect  lending  department  which totals $6.7 million in
outstandings at September 30, 1998.  These loans are primarily for the financing
of home  improvement,  water  craft  and  recreational  vehicles.  Premises  and
equipment  increased  by  $391,000  or 7% during  the nine  month  period  ended
September  30, 1998.  This is due  primarily to the  renovation  of two existing
offices in Morrow and Forest Park, Georgia.

Liabilities - Total deposits during the nine months ended September 30, 1998 had
reached $153 million,  an increase of $61.2 million,  or 66%, from $91.2 million
at December 31, 1997.  Transaction  accounts  (checking,  NOW and money markets)
have grown  $22.9  million or 84% during the  period.  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. Certificates have
increased  from $45.9  million to $81.4  million,  or 77%.  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.

Stockholders'  Equity -  Stockholders'  equity  decreased  $81,053 or .7%,  from
December 31, 1997 to September 30, 1998.  This decrease was primarily the result
of the $63,993  decrease in unrealized  gains on securities  available for sale.
The Company has declared three quarterly  dividends totaling $134,023;  $133,331
and $134,362 respectively which partially offset the income of $216,145 provided
to stockholders  equity.  The ratio of  stockholders'  equity as a percentage of
total assets  decreased to 6.8% at September  30, 1998 from 9.2% at December 31,
1997.  Book value per share decreased from $12.81 at December 31, 1997 to $12.78
at September 30, 1998.

                                        6
<PAGE>

Comparison  of Operating  Results for the Three Months Ended  September 30, 1998
and 1997

Net Income - The  Company's  net income of $120,806 for the  three-month  period
ended September 30, 1998 increased by $127,078 from a net loss of $6,272 for the
same period in 1997. The increase in net income for the three month period ended
September  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
September  30,  1998  increased  $435,000  or 40%,  from  $1,074,381  in 1997 to
$1,508,745 for the same period in 1998.  The increase in the average  balance of
loans  receivable  during the  three-month  period  ended  September  30,  1998,
compared to the same period in 1997,  resulted in a $891,000 or 45%, increase in
interest  income from loans to $2.9  million  from $2.0  million,  respectively.
Investment and  mortgage-backed  securities  interest income increased  $219,000
from 1997 to 1998, to $309,000 from $90,000.  Interest on Federal funds sold for
the same  period  increased  from $0 to  $114,000.  Interest  expense  increased
$873,000 to $1.8 million for the  three-month  period ended  September  30, 1998
from  $910,677 for the same period in 1997.  This  increase is the result of the
increase in deposits during the quarter ended September 30, 1998.

Provision for Loan Losses - The Bank's  provision  for loan losses  increased by
$49,995 for the three month period ended September 30, 1998 compared to the same
period in 1997,  increasing  to $80,000 from  $30,005.  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.  Loans  internally
classified as substandard for the period ending  September 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.

Other  Income  - Other  income  increased  5%,  or  $6,000  to  $130,500  in the
three-month period ended September 30, 1998 from $124,000 for the same period in
1997.  This increase was primarily due to an increase in the service  charges on
deposit  accounts  of $57,000 in the 1998 period  partially  offset by a Gain on
sale of Premises of $36,000 during this period in 1997.

Other Expenses - Other  expenses for the three month period ended  September 30,
1998 increased 16% from $1.2 million for the three-month  period ended September
30, 1997 to $1.4  million for the same period in 1998,  an increase of $195,000.
Salary and benefit expense  increased by $84,000 to $775,000 for the three month
period ended September 30, 1998 compared to $691,000 during the same three-month
period in 1997. In addition, occupancy expense increased $26,000 to $196,000 for
the  three-month  period ended  September 30, 1998 from $160,000 during the same
period in 1997. This increase is due primarily to the  establishment  of two new
facilities during 1997.  Computer  processing expenses increased by $34,000 from
$59,000  during the quarter ended  September 30, 1997 to $93,000 for the current
quarter.  This  increase  is directly  related to the growing  number of deposit
accounts.  Fees  paid  for  legal  counsel,  accounting  and  auditing  services
increased by $14,000 during the quarter  ending  September 30, 1998 from $23,000
in 1997 to $37,000 in 1998.  This  increase is primarily due to the retention of
outside consultants for Internal Audit and Credit Review. Additional expense was
also recognized during the charter  conversion,  from a unitary thrift to a bank
holding company.

Liquidity  Resources - The Bank's  liquidity  ratio  averaged  19.84% during the
quarter ending September 1998 compared to 15.72% during September 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.

Year 2000 - The Board and  management  of CCF Holding  Company and Heritage Bank
consider  the Year 2000 (Y2K)  issue to be very  serious and are  addressing  it
accordingly.  The impact to our  institution may and could be felt from multiple
directions;   outside  vendors,  customers,   internal  systems  and  government
agencies.  The bank has  been  aggressively  addressing  the Y2K  issues  as the
highest  of  priorities.  The  core  processing  systems  of the  bank  are  not
proprietary,  we are reliant on FISERV  Solutions,  Inc. and for obvious reasons
the bank is monitoring  their progress  intently.  (This topic  continues on the
next page.)

                                        7
<PAGE>

Year 2000 (continued) - FISERV  Solutions,  Inc. has completed  testing for Year
2000  with no  significant  findings.  The  internal  task  force  is  currently
reviewing the detailed  findings  contained in the FISERV proxy reports.  FISERV
Solutions,  Inc. has also been  reviewed by the Federal  Financial  Institutions
Examination  Council.  The internal  task force  established  by the company has
completed  both the  Awareness  and  Assessment  phases of the Y2K 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.
Internally  identified  mission  critical  software  that can be tested has been
tested in the test lab. Testing with the Federal Reserve system is underway,  no
problems have been noted. Our major  correspondent  banks have provided us their
proxy  testing  with no  significant  problems  identified.  All of the personal
computers at the Company have been tested for hardware  compliance with the Year
2000  rollover.  The remaining  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
findings  noted in either review.  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  includes  Year 2000  expenses  of  $17,000.  This amount is subject to
change as the renovation phase continues.  Loan officers have completed  surveys
to identify any  customers  that may be impacted by the Year 2000 issues.  There
have been no critical  issues  identified to date. The Company has submitted its
Contingency Plan to the FDIC for their review and approval.


Comparison of Operating Results for the Nine Months Ended September 30, 1998 and
1997

Net Income - The  Company's  net income of  $216,145  for the nine month  period
ended  September 30, 1998 reflected an increase of $175,000 or 426%,  from a net
income of $41,051  for the same period in 1997.  The  increase in net income for
the nine month period ended September 30, 1998, was primarily due to an increase
of net interest income,  generated  through loan growth.  Net loans  outstanding
have increased by 35% or $31 million since September 1997.

Net  Interest  Income - Net  interest  income  for the nine month  period  ended
September  30, 1998  increased  $997,000  or 33%,  from $3 million in 1997 to $4
million for the same  period in 1998.  The  increase  in the average  balance of
loans receivable during the nine month period ended September 30, 1998, compared
to the same  period in 1997,  resulted  in a $2.6 or 49%,  increase  in interest
income from loans to $7.8 million from $5.2  million,  respectively.  Investment
and  mortgage-backed  securities  interest  income  increased  $507,000 from the
quarter ending  September 1997 to the quarter ending September 1998, to $730,000
from $224,000. Interest on Federal funds sold for the same period increased from
$0 to $267,000.  Interest expense increased $2.2 million to $4.9 million for the
nine month period ended September 30, 1998 from $2.7 million for the same period
in 1997.  This increase is the result of the growth in deposits  during the nine
months ended September 30, 1998.

Provision for Loan Losses - The Bank's  provision  for loan losses  increased by
$120,000 for the nine month period ended September 30, 1998 compared to the same
period in 1997.  The  provision  increased  from  $81,505  during the nine month
period  ending  September  30, 1997 to $200,000  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  22%, or $146,000 to $509,000 in the nine
month period ended September 30, 1998 from $655,000 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 $137,000 as compared
to  $356,000  for the same  period last year.  This  difference  is offset by an
increase of $152,000 or 114% in service  charge income on deposit  accounts from
$133,000 in the nine months ending September 1997 to $285,000 in the nine months
ending September 1998.

Other  Expenses - Other  expenses for the nine month period ended  September 30,
1998  increased 13% from $3.5 million for the nine month period ended  September
30,  1997 to $4 million for the same  period in 1998,  an increase of  $462,000.
Salaries and employee  benefits  increased by $244,000 for the nine month period
ended September 30, 1998.  Occupancy expense increased by $75,000 or 18% for the
nine months ended September 1998. This is due primarily to the  establishment of
two new offices in 1997.  Insurance  premiums  have  increased  by $15,000  from
$32,000 in 1997 to $47,000 in September  1998.  Other  material  increases  have
occurred in computer  related  expenses which increased by $67,000 from $190,600
in September 1997 to $257,900 in September 1998.

Income  Taxes -  Effective  tax rates  during  the two nine 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.
         ---------------------------------------------------
 
         A special  meeting  was held on August 4,  1998.  The  purpose  of this
meeting was to vote on an amendment to the Articles of the Registrant to clarify
that  the  registrant  could  act  as a  Bank  Holding  Company.  The  following
summarizes the voting: 
                      FOR 829,262         AGAINST 1,980      ABSTAINING 577

         Accordingly, this amendment was approved.

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

         NONE

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

         3(i) Restated Articles of Incorporation.




                                        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: November 11, 1998            BY: /s/ David B. Turner        
                                            ------------------------------------
                                            David B. Turner
                                            President and
                                            Chief Executive Officer


     Date: November 11, 1998            BY: /s/ Mary Jo Rogers         
                                            ------------------------------------
                                            Mary Jo Rogers
                                            Vice President and
                                            Chief Financial Officer



                                       10