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


                                   FORM 10-QSB


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

For the quarterly period ended:      March 31, 1999
                                     --------------
[  ]     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  April  15,  1999  988,650  shares  of the  registrant's  common  stock  were
outstanding.

         Transitional Small Business Disclosure Format (check one):

Yes      No  X 
    ----    ----



<PAGE>


FORM 10-QSB
                                      INDEX

<TABLE>
<CAPTION>
<S>                                                                            <C>    
PART I.   FINANCIAL INFORMATION                                                 Page

         Item 1.  Financial Statements:

                      Consolidated Balance Sheets as of
                      March 31, 1999 and December 31, 1998........................1

                      Consolidated Statements of Income
                      for the three months ended
                      March 31, 1999 and March 31, 1998 ..........................2

                      Consolidated Statements of Comprehensive Income
                      for the three months ended
                      March 31, 1999 and March 31, 1998  .........................3

                      Consolidated Statements of Cash Flows
                      for the three months ended
                      March 31, 1999 and March 31, 1998 ..........................4

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

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


PART II.  OTHER INFORMATION


         Item 1.      Legal Proceedings .........................................10

         Item 2.      Changes in Securities......................................10

         Item 3.      Defaults upon Senior Securities ...........................10

         Item 4.      Submission of Matters to a Vote
                        of Security Holders .....................................10

         Item 5.      Other Information .........................................10

         Item 6.      Exhibits and Reports on Form 8-K ..........................10

Signatures            ...........................................................11

</TABLE>

<PAGE>


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

ITEM 1.  FINANCIAL STATEMENTS

                       CCF HOLDING COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                     Assets
                                                                     March 31,                December 31,
                                                                      1999                        1998    
                                                                   (Unaudited)                 (Audited)
<S>                                                              <C>                          <C>      
Cash and due from banks                                           $    5,294,930                 7,275,835
Federal funds sold                                                     8,350,000                 2,320,000
Interest-bearing deposits in other financial institutions              1,996,998                   756,687
                                                                     -----------               -----------
              Cash and cash equivalents                               15,641,928                10,352,522

Investment securities available for sale                              28,644,590                29,457,412
Loans, net                                                           125,922,867               121,827,463
Premises and equipment, net                                            5,347,390                 5,422,602
Federal Home Loan Bank stock, at cost                                  1,013,200                 1,013,200
Accrued interest and dividends receivable                              1,086,188                 1,114,880
Other assets                                                             965,260                   671,863
                                                                     -----------               -----------
                  Total assets                                     $ 178,621,423               169,859,942
                                                                     ===========               ===========

                      Liabilities and Stockholders' Equity
Deposits:
     Non-interest bearing                                             $9,710,876                 8,501,973
     Interest- bearing deposits                                       53,560,921                44,555,271
     Savings  accounts                                                 9,132,209                 9,089,074
     Time deposits less than $100,000                                 73,364,543                74,388,954
     Time deposits greater than $100,000                              17,756,704                18,441,449
                                                                    ------------              ------------
         Total Deposits                                              163,525,253               154,976,721

     Securities sold under agreements to repurchase                      883,215                 1,117,264
     Other liabilities                                                 2,446,470                 2,139,844
                                                                    ------------              ------------

                  Total liabilities                                  166,854,938               158,233,829
                                                                     -----------              ------------

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;  988,650 shares issued in 1999 and 990,647 shares
        issued 1998; outstanding  979,365 in 1999 and 984,662 in 1998     89,886                    90,059
     Additional paid-in-capital                                        7,769,494                 7,783,384
     Retained earnings                                                 4,687,963                 4,528,267
     Unearned ESOP shares                                               (450,000)                 (468,000)
     Unearned compensation                                              (189,304)                 (286,339)
     Treasury stock, at cost                                             (95,776)                  (59,777)
     Accumulated other comprehensive income                              (45,778)                   38,519
                                                                    ------------              ------------
                  Total stockholders' equity                          11,766,485                11,626,113
                                                                    ------------              ------------
                  Total liabilities and stockholders' equity       $ 178,621,423               169,859,942
                                                                     ===========               ===========
</TABLE>

See accompanying notes to consolidated financial statements

                                        1

<PAGE>

                       CCF HOLDING COMPANY AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                          March 31,     
                                                                                          ---------     
                                                                                 1999                  1998   
                                                                                 ----                  ----   
<S>                                                                      <C>                    <C>      
Interest and dividend income:
         Interest and fees on loans                                          $2,967,620              2,376,630
         Interest bearing deposits in other financial institutions               33,716                 27,708
         Interest and dividends on taxable investment securities                450,123                249,584
         Interest on nontaxable investment securities                              -                       600
                                                                           ------------            -----------
                      Total interest and dividend income                      3,451,459              2,654,522

Interest expense
         Deposit accounts                                                     1,766,702              1,289,805
         Other borrowings                                                        10,777                160,404
                                                                           ------------            -----------
                  Total interest expense                                      1,777,479              1,450,209
                                                                           ------------            -----------

                  Net interest income                                         1,673,980              1,204,313

Provision for loan losses                                                       120,700                 60,000
                                                                           ------------            -----------
                  Net interest income after provision
                    for loan losses                                           1,553,280              1,144,313
                                                                           ------------            -----------

Other income:
         Service charges on deposit accounts                                    120,192                 98,565
         Gain on sale of loans                                                   53,861                   -
         Gain on sale of fixed assets                                            58,359                   -
         Gain on sale of investments and mortgage-backed
           securities                                                              -                   105,389
         Other                                                                   15,512                 38,861
                                                                           ------------            -----------
                  Total other income                                            247,924                242,815
                                                                           ------------            -----------

Other expenses:
         Salaries and employee benefits                                         835,043                736,377
         Occupancy                                                              271,377                265,430
         Other                                                                  334,600                298,377
                                                                            -----------            -----------
                  Total other expenses                                        1,441,020              1,300,184
                                                                            -----------            -----------

Income before income taxes                                                      360,184                 86,944

Income tax expense                                                              127,500                 30,429
                                                                            -----------            -----------

                  Net income                                               $    232,684                 56,515
                                                                            -----------            -----------

Basic income per share                                                     $        .27                    .06
                                                                            -----------            -----------

Diluted  income per share                                                  $        .26                    .06
                                                                            -----------            -----------

Weighted average shares outstanding - basic                                     856,406                756,850
                                                                           ------------            -----------

Weighted average shares outstanding - diluted                                   902,136                830,615
                                                                           ------------            -----------

Dividends declared per common share                                                 .08                    .18
                                                                           ============            ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                        2


<PAGE>


                               CCF HOLDING COMPANY
                 Consolidated Statement of Comprehensive Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,   
                                                                        ---------   
                                                             1999                      1998
                                                             ----                      ----
<S>                                                <C>                               <C>    
Net Earnings                                         $      232,684                     56,515
                                                       ------------                -----------

Other comprehensive income, net of tax:  
  Unrealized  gains  on  investment
  securities available for sale:
               Holding gains (losses) arising during
               the period, net of taxes of $(51,578)
                and $69,474                                 (84,297)                   113,546

          Less: Reclassification adjustment for
               gain included in earnings, net
               of taxes $0 and $40,006.                           0                    (65,383)
                                                       ------------                -----------

Other comprehensive income (loss)                           (84,297)                    48,162
                                                       -----------                 -----------

Comprehensive income                                 $      148,387                    104,677
                                                       ============                ===========
</TABLE>


                                        3
<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                     March 31,                 
                                                                                     ---------                 
                                                                              1999                1998    
                                                                              ----                ----    
<S>                                                                       <C>                <C>         
Cash flows from operating activities:
     Net income                                                              $ 232,684              56,515
     Adjustments to reconcile net income to net cash
       (used in) provided by operating activities:
         Provision for loan losses                                             120,700              60,000
         Depreciation, amortization, and accretion, net                        123,138              98,232
         Amortization of management stock bonus plan expense                    18,819              68,549
         ESOP Compensation Expense                                              33,949              39,120
         Net gain on sale of investment securities and
            mortgage-backed securities                                           -                (105,389)
         Net gain on sale of loans                                             (53,861)                  -
         Net gain on sale of fixed assets                                      (58,359)                  -
         Decrease (increase) in accrued interest and
            dividends receivable                                                28,692             (71,760)
         Increase in other assets                                             (293,398)           (111,280)
         Increase in other liabilities                                         237,046              11,736
                                                                         -------------       -------------
            Net cash provided by operating activities                          389,410              45,723
                                                                         -------------       -------------

Cash flows from investing activities:
     Proceeds from maturing investment securities-
        available for sale                                                  12,250,000                   -
     Proceeds from sales of investment securities-
        available for sale                                                           -           1,402,995
     Purchases of investment securities-available for sale                 (11,532,598)         (5,258,279)
     Principal repayments on mortgage-backed securities-
        available for sale                                                      10,718             101,133
     Proceeds from sales of mortgage-backed securities-
        available for sale                                                           -           1,167,169
     Loan originations, net                                                 (9,666,738)        (10,584,056)
     Proceeds from sale of loans                                             5,504,495                   -
     Proceeds from sale of premises and equipment                              132,722                   -
     Purchases of premises and equipment                                       (13,336)           (551,078)
                                                                          -------------       -------------
            Net used in investing activities                                (3,314,737)        (13,722,116)
                                                                          -------------       -------------
</TABLE>

                                        4


<PAGE>


                       CCF HOLDING COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    March 31,               
                                                                                    ---------               
                                                                              1999                1998    
                                                                              ----                ----    
<S>                                                                    <C>                     <C>      
Cash flows from financing activities:
     Net increase in savings and
       demand deposit accounts                                              10,257,688           7,309,872
     Net (decrease) increase in certificates of deposits                    (1,709,155)         29,598,077
     Net decrease in securities sold under agreements
         to repurchase                                                        (234,049)           (432,376)
     Decrease in Federal Home Loan Bank advances                                 -             (18,510,000)
     Net increase in advance payments by
       borrowers for property taxes and insurance                               50,643              98,709
     Dividends paid                                                           (135,541)           (201,896)
     Cash paid in lieu of fractional shares                                       (835)               (651)
     Common stock repurchased                                                  (30,672)            (51,190)
                                                                          ------------         -----------
           Net cash provided by financing activities                         8,198,079          17,810,545
                                                                          ------------         -----------

           Increase in cash and cash equivalents                             5,272,752           4,134,152

Cash and cash equivalents at beginning of period                         $  10,352,522           8,741,316
                                                                           -----------        ------------
Cash and cash equivalents at end of period                                  15,625,274          12,875,468
                                                                           -----------        ------------
Supplemental disclosure of cash flow information:
     Interest paid                                                       $   1,777,479           1,220,826
                                                                          ------------        ------------  
     Income taxes paid                                                   $     342,000               2,000
                                                                          ------------     ---------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                        5

<PAGE>

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

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

The  consolidated  financial  statements for the three month periods ended March
31, 1999 and 1998 are unaudited and reflect all adjustments  (consisting only of
normal  recurring  accruals) which are, in the opinion of management,  necessary
for a fair presentation of the financial position,  operating results,  and cash
flows for the interim periods.  Accordingly, they do not include all information
and  disclosures  required  by  generally  accepted  accounting  principles  for
complete financial statements.

The results of  operations  for the three month  period ended March 31, 1999 are
not  necessarily  indicative of the results for the entire year ending  December
31, 1999.

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, 1998 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 16,  1999,  the Company  declared a cash  dividend of $.08 per share to
stockholders  of record on April 2, 1999.  These dividends were payable on April
15, 1999.

5.   Stock Dividend
-------------------

On March 16,  1999,  the  Company  declared  a 10% stock  dividend  per share to
stockholders  of record on April 1, 1999. This dividend was payable on April 15,
1999.  Cash was paid in lieu of  fractional  shares  at the rate of  $14.25  per
share.

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 and the 10% stock dividend  declared on March 16, 1999,  which was effected
on April 15, 1999.

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:

                                        6

<PAGE>

6.  Earnings per share (continued)
----------------------------------

                    For the three months ended March 31, 1999
<TABLE>
<CAPTION>
                                                                                              Per share
                                                       Net Earnings         Common Shares        Amount  
                                                       ------------         -------------        ------  

<S>                                                        <C>                   <C>             <C>  
Basic earnings per share                                     $232,684              856,406         $0.27
Effect of dilutive common stock issuances:
     Stock Options                                                                  45,729             
                                                       --------------       --------------       -------
Diluted Earnings per share                                   $232,684              902,135         $0.26
                                                       ==============       ==============       =======


                    For the three months ended March 31, 1998
                                                                                              Per share
                                                       Net Earnings         Common Shares        Amount  
                                                       ------------         -------------        ------  

Basic earnings per share                                      $56,515              764,145         $0.07
Effect of dilutive common stock issuances:
     Stock Options                                                                  74,503             
                                                       --------------       --------------        ------
Diluted Earnings per share                                    $56,515               838,649        $0.07
                                                       ==============       ===============       ======
</TABLE>


                                        7


<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 March 31, 1999  and December 31, 1998

Assets - The  Company's  assets  increased  by 5.1%,  or $8.8  million,  between
December 31, 1998 and March 31, 1999. Loans receivable  increased 3.3% to $125.9
million at March 31, 1999,  up $4.1 million from $121.8  million at December 31,
1998.  The  Company's  loan  growth  includes   approximately  $3.6  million  in
commercial real estate loans $1.5 million in construction loans and $3.2 million
in  consumer  loans.  The growth has been  partially  offset by the sale of $5.4
million  in fixed  rate  mortgage  (1 to 4  family  dwellings)  loans  for a net
decrease  in the  mortgage  (1 to 4 family  dwellings)  loan  portfolio  of $4.7
million.

Federal funds sold increased $6.0 million from $2.3 million at December 31, 1998
to $8.3 million at March 31, 1999. Other assets increased $293,000 from December
31,  1998 to March 31,  1999.  This  increase  was largely due to an increase in
prepaid  expenses  of  $220,000  consisting  primarily  of the payment of annual
insurance  premiums  and  service  contracts  made  during  the  first  quarter,
amortizing during 1999.

Liabilities - Total  deposits  during the three months ended March 31, 1999 grew
to $163.5  million,  an increase of $8.5 million from $155.0 million at December
31, 1998.  Deposit  growth was  primarily in  transaction  accounts  with a $1.2
million increase in non-interest bearing accounts and a $9.0 million increase in
interest bearing accounts.  Transaction  account growth is partially offset by a
$1.7 million decline in certificates of deposit accounts.  The Bank continues to
stress transaction account growth in its marketing strategy.

Other  liabilities  increased  $300,000  during the  period.  This  increase  is
primarily due to the overnight  balances in official checks of $500,000  reduced
by a payment of $342,000 for income taxes due for the year ending 1998.

Stockholders'  Equity - Stockholders'  equity  increased  $140,000 or 1.2%, from
December  31,  1998 to March  31,  1999.  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 also declared a quarterly  dividend totaling $79,092 which partially
offset the increase in stockholders equity. The ratio of stockholders' equity as
a percentage of total assets  decreased to 6.57% at March 31, 1999 from 6.84% at
December 31, 1998.  Book value per share  increased  from $11.73 at December 31,
1998 to $11.90 at March 31, 1999. 



                                        8


<PAGE>


Liquidity - The Bank's  liquidity  was 18.61% on March 31, 1999.  In addition to
the customary means of meeting  liquidity  needs,  the Bank had $8.35 million in
Federal Funds sold available and unused lines of credit totaling $18.5 million.

Comparison  of  Operating  Results for the Three Months Ended March 31, 1998 and
1997

Performance Overview

Net Income - The  Company's  net income of $232,684 for the  three-month  period
ended March 31, 1999 increased by $176,169 or 312%, from a net income of $56,515
for the same period in 1998.  The change in net income was  primarily  due to an
increase of net interest income, generated through loan growth.

Net Interest Income - Net interest income for the three-month period ended March
31, 1999 increased  $469,000 or 38.8% from  $1,204,313 in 1998 to $1,673,980 for
the same period in 1999. The increase in the average balance of loans receivable
during the three-month period ended March 31, 1999,  compared to the same period
in 1998,  resulted in a $590,000 or 25%,  increase in interest income from loans
to  $2.97   million   from   $2.38   million,   respectively.   Investment   and
mortgage-backed securities interest income increased $200,000 from 1998 to 1999,
to $450,000 from $250,000.  Interest expense increased $370,000 to $1.78 million
for the three-month  period ended March 31, 1999 from $1.45 million for the same
period in 1998. This increase is the result of the increase in interest  bearing
deposits during the quarter ended March 31, 1999.

Provision for Loan Losses - The Bank's  provision for loan losses  increased for
the three month period ended March 31, 1999 compared to the same period in 1998,
increasing  to $120,700  from  $60,000.  Management  periodically  evaluates the
adequacy of the allowance for loan losses,  including an evaluation of past loan
loss experience,  current economic conditions,  volume, growth and collateral of
the loan portfolio.  Management also reviews classified assets,  including those
loans and assets listed as  non-performing.  Management  currently believes that
its allowance for loan losses is adequate.  However,  there can be no assurances
that further  additions will not be needed.  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.  Loans  internally
classified as Substandard for the period ending March 31, 1999 totaled  $730,751
and  for  the  period  ending   December  31,  1998  substandard  loans  totaled
$786,762.  There were no loans classified as doubtful or loss for either period.
Non accrual  loans  increased  from $111,536 at December 31, 1998 to $134,634 at
March 31,  1999.  There were no  significant  charge offs during the three month
period ending March 31, 1999.

Other Income - Service charges on deposit accounts  increased 21.9% from $98,565
at March 31,  1998 to  $120,192  for the  period  ending  March 31,  1999.  This
increase is due primarily to the rising number of  transaction  accounts.  Other
income  includes a gain on the sale of  mortgage  loans of  $53,861.  Fixed rate
Fannie Mae qualified  mortgage loans were sold to Fannie Mae as they were booked
with servicing retained.  An additional gain of $58,359 is included for the sale
of a building in Riverdale Georgia. This office was closed in 1996.

Other  Expenses - Other expenses for the three month period ended March 31, 1999
increased 11% from $1.3 million for the three-month  period ended March 31, 1998
to $1.44 million for the same period in 1999, an increase of $144,000.  Salaries
and  employee  benefits  increased  to $835,000 for the three month period ended
March 31, 1999 compared to $736,000 during the same three-month  period in 1998.
Expenses for processing the increased number of transaction accounts,  including
data  processing  increased by $30,000 from the period  ending March 31, 1998 to
the same three month period ending March 31, 1999.

Year  2000  -  The  Bank  has  developed  a  Business  Interruption  Plan  and a
Contingency Plan which were approved by the Board of Directors prior to the June
30, 1999 deadline required by the regulators. The Bank's plans cover those areas
deemed  mission  critical   including  those  systems  certified  as  Year  2000
compliant.

Costs associated with the Year 2000 project have been negligible and have mostly
been  absorbed in the expansion  expenses  taking place over the last 24 months.
The new  technologies and processing  systems  installed during that period were
certified Y2K compliant at management's insistence, as they were added.

All credit customers with balances outstanding or commitments exceeding $100,000
have been evaluated for their Year 2000 compliance  efforts.  There have been no
credit  risks noted  through the period  ending  March 31,  1999.  All new loans
exceeding  the  $100,000  threshold  require  an  indemnity  from  the  customer
regarding issues relating to the millennium date change.

                                        9


<PAGE>

Year 2000 (continued)

The  Company  will  monitor  uncertainties  related  to the Year 2000  issues by
continuing  to request an update on all critical and important  vendors  through
the  remainder of 1999. If any concerns are  identified  related to any critical
vendor,  the  contingency  plans  will  be  implemented  immediately  to  assure
continued service the Bank's customers.

Successful  and  timely  completion  of  the  Year  2000  project  is  based  on
management's best estimates  derived from various  assumptions of future events,
which are  inherently  uncertain,  including the progress and results of testing
plans and the readiness of all vendors, suppliers and customers.

Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Company,  such as  customers,  vendors,  payment  systems  providers  and  other
financial institutions,  makes it impossible to assure that a failure to achieve
compliance  by one or more of these  entities  would not have  material  adverse
impact on operations.







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)  None.

        (b)  None.

                                       10
<PAGE>

CCF HOLDING COMPANY AND SUBSIDIARY


                                   SIGNATURES


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



                                             CCF HOLDING COMPANY


     Date:  May 12, 1999                     BY:  /s/ David B. Turner
                                                  ------------------------------
                                                   David B. Turner
                                                   President and
                                                   Chief Executive Officer


     Date:  May 12, 1999                      BY: /s/ Mary Jo Rogers
                                                  ------------------------------
                                                   Mary Jo Rogers
                                                   Sr. Vice President and
                                                   Chief Financial Officer