U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 June 30, 2002

  ---    Transition report under Section 13 or 15(d) of the Exchange Act
         For the transition period from              to
                                       -------------    -------------

                           Commission File No. 0-28280

                          GREATER ROME BANCSHARES, INC.
                          -----------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

        Georgia                                           58-2117940
        --------                                          ----------
 (State of Incorporation)                   (I.R.S. Employer Identification No.)

        P.O. Box 5271, 1490 Martha Berry Blvd., Rome, Georgia 30162-5271
        ----------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (706) 295-9300
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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
                                                                      ---    ---
         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         688,672 shares of common stock, $.01 par value per share, were issued
and outstanding as of July 30, 2002.

         Transitional Small Business Disclosure Format (check one): Yes    No X
                                                                       ---   ---

                                       1
<PAGE>




                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

The unaudited financial statements of Greater Rome Bancshares, Inc. (the
"Company") are set forth on the following pages. All adjustments have been made
which, in the opinion of management, are necessary in order to make the
financial statements not misleading.


                                       2
<PAGE>

                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                           Consolidated Balance Sheets
                                   (Unaudited)
                       June 30, 2002 and December 31, 2001

                                    Assets
                                    ------
<TABLE>
<CAPTION>

                                                                           2002               2001
                                                                           ----               ----
<S>                                                                 <C>                    <C>
 Cash and due from banks, including reserve
        requirements of $343,000 in 2002 and $245,000 in 2001       $      2,468,645         2,657,057
 Federal funds sold                                                        5,536,000         2,548,020
 Interest bearing deposits                                                   633,164           399,533
                                                                         -----------       -----------
        Cash and cash equivalents                                          8,637,809         5,604,610

 Securities available-for-sale                                            22,333,091        22,120,180
 Securities held-to-maturity                                               1,384,665         1,384,610
 Loans held-for-sale                                                         936,594           992,342
 Loans, net                                                               81,471,454        77,039,865
 Premises and equipment, net                                               3,521,161         3,574,758
 Bank owned life insurance                                                 1,372,189         1,337,101
 Accrued interest receivable and other assets                              1,837,212         1,877,492
                                                                         -----------       -----------
                                                                    $    121,494,175       113,930,958
                                                                         ===========       ===========

                     Liabilities and Stockholders' Equity
                     ------------------------------------

 Deposits:
        Demand                                                      $     11,499,755         9,947,672
        Interest bearing demand                                            9,110,677         7,598,899
        Savings                                                           21,780,011        16,167,600
        Time                                                              38,248,344        38,413,997
        Time, $100,000 and over                                           17,371,644        18,734,923
                                                                         -----------       -----------
                   Total deposits                                         98,010,431        90,863,091

 Federal Home Loan Bank borrowings                                        12,850,000        12,850,000
 Other long term borrowings                                                  180,000              -
 Accrued interest payable and other liabilities                              623,243           714,530
                                                                         -----------       -----------
                   Total liabilities                                     111,663,674       104,427,621
                                                                         -----------       -----------
 Commitments

 Stockholders' equity:
        Preferred stock, par value $1.00 per share; 100,000 shares
                   authorized; no shares issued or outstanding                  -                 -
        Common stock, par value $.01 per share; 10,000,000
                   shares authorized; 688,672 and 703,766 shares
                   issued and outstanding respectively                         6,887             7,038
        Additional paid-in capital                                         6,845,975         6,996,009
        Retained earnings                                                  2,648,435         2,198,420
        Accumulated other comprehensive income                               329,204           301,870
                                                                         -----------       -----------
                   Total stockholders' equity                              9,830,501         9,503,337
                                                                      ---------------      -----------
                                                                    $    121,494,175       113,930,958
                                                                      ===============      ===========
</TABLE>

 See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY
          Consolidated Statements of Earnings and Comprehensive Income
                                   (Unaudited)
       For each of the Six and Three Months Ended June 30, 2002 and 2001
<TABLE>
<CAPTION>

                                                                      Six Months      Six Months       Three Months     Three Months
                                                                         Ended           Ended             Ended            Ended
                                                                     Jun 30, 2002    Jun 30, 2001      Jun 30, 2002    June 30, 2001
                                                                     ------------    ------------      ------------    -------------
<S>                                                              <C>                  <C>               <C>              <C>
Interest income:
    Interest and fees on loans                                    $    3,140,402       3,559,130         1,585,603        1,765,664
    Interest and dividends on investments
       Taxable                                                           394,699         511,462           198,122          293,436
       Nontaxable                                                        211,158         141,205           102,883           41,559
    Interest on federal funds sold and deposits with other banks          25,312          90,535            14,875           42,611
                                                                       ---------       ---------         ---------        ---------
       Total interest income                                           3,771,571       4,302,332         1,901,483        2,143,270
                                                                       ---------       ---------         ---------        ---------
Interest expense:
    Time deposits                                                      1,207,607       1,810,320           568,846          895,021
    Savings deposits                                                     193,424         211,510           108,215           95,391
    Interest bearing demand deposits                                      54,162          65,452            28,393           30,947
    Other                                                                223,514         372,159           113,167          167,200
                                                                       ---------       ---------         ---------        ---------
       Total interest expense                                          1,678,707       2,459,441           818,621        1,188,559
                                                                       ---------       ---------         ---------        ---------

       Net interest income                                             2,092,864       1,842,891         1,082,862          954,711
Provision for loan losses                                                156,000         132,000            78,000           66,000
                                                                       ---------       ---------         ---------        ---------
       Net interest income after provision for loans losses            1,936,864       1,710,891         1,004,862          888,711
Other income:
    Service charges                                                      272,180         143,257           128,080           71,977
    Other                                                                199,545         224,210            99,289          122,007
                                                                       ---------       ---------         ---------        ---------
       Total other income                                                471,725         367,467           227,369          193,984
                                                                       ---------       ---------         ---------        ---------
Other expenses:
    Salaries and employee benefits                                       906,631         772,833           469,584          376,554
    Occupancy                                                            248,769         225,943           124,307          119,482
    Other operating                                                      520,807         447,075           265,521          229,507
                                                                       ---------       ---------         ---------        ---------
       Total other expenses                                            1,676,207       1,445,851           859,412          725,543
                                                                       ---------       ---------         ---------        ---------

       Income  before income taxes                                       732,382         632,507           372,819          357,152

Income tax expense                                                       195,897         167,794           101,172          100,194
                                                                       ---------       ---------         ---------        ---------
       Net income                                                 $      536,485         464,713           271,647          256,958
                                                                       =========       =========         =========        =========
Other comprehensive income
    Unrealized gains (losses) on securities available
       for sale arising during  the period, net of tax (benefit)
       of $49,180, $95,517, $75,427 and $(12,989), respectively           80,378         156,108           123,275          (21,229)

    Unrealized gain (loss)  on interest rate swap arising during
       the period net of tax (benefit) of $(32,456), $57,686,
       $1,227 and $7,254, respectively                                   (53,044)         94,280             2,006           11,855

       Comprehensive income                                       $      563,819         715,101           396,928          247,584
                                                                       =========       =========         =========        =========

Basic earnings per share                                          $         0.78            0.66              0.40             0.36
                                                                       =========       =========         =========        =========
Diluted earnings per share                                        $         0.73            0.63              0.37             0.35
                                                                       =========       =========         =========        =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                 For each of the Six Months Ended June 30, 2002 and 2001
<TABLE>
<CAPTION>
                                                                                         2002              2001
                                                                                         ----              ----
<S>                                                                             <C>                     <C>
Cash flows from operating activities:
           Net income                                                            $      536,485           464,713
           Adjustments to reconcile net income to net cash
                      provided by operating activities:
                      Depreciation, amortization and accretion                          165,521            90,262
                      Provision for loan losses                                         156,000           132,000
                      Change in:
                        Interest receivable and other assets                            (43,989)          142,684
                        Loans held-for-sale                                              55,748              -
                        Interest payable and other liabilities                          (91,287)          (72,803)
                                                                                      ---------         ---------
                      Net cash provided by operating activities                         778,478           756,856
                                                                                      ---------         ---------
Cash flows from investing activities:
           Proceeds from maturities and calls of securities available-for-sale        1,863,873         4,617,948
           Proceeds from maturities and calls of securities held-to-maturity               -              500,000
           Proceeds from sale of securities available-for-sale                             -              753,281
           Purchases of securities available-for-sale                                (2,036,462)       (7,704,016)
           Net increase in loans                                                     (4,587,590)       (2,245,850)
           Purchases of premises and equipment                                          (75,786)         (254,502)
                                                                                      ---------         ---------
                      Net cash used by investing activities                          (4,835,965)       (4,333,139)
                                                                                      ---------         ---------
Cash flows from financing activities:
           Change in deposits                                                         7,147,340         3,876,395
           Change in revolving credit line                                              180,000              -
           Change in securities sold under repurchase agreements                           -           (2,500,000)
           Change in federal funds purchased                                               -            1,000,000
           Common stock repurchased and retired                                        (236,654)          (48,000)
           Proceeds from stock options exercised                                           -               92,780
                                                                                      ---------         ---------
                      Net cash provided by financing activities                       7,090,686         2,421,175
                                                                                      ---------         ---------

Net change in cash and cash equivalents                                               3,033,199        (1,155,108)

Cash and cash equivalents at beginning of period                                      5,604,610         7,406,832
                                                                                      ---------         ---------

Cash and cash equivalents at end of period                                       $    8,637,809         6,251,724
                                                                                      =========         =========
Supplementary disclosures of cash flow information:
           Cash paid during the period for:
                      Interest                                                   $    1,721,406         2,397,080
                      Income taxes                                               $      251,095           194,890
Non cash investing and financing activities:
           Change in unrealized gain on securities
                      available-for-sale                                         $      129,559           251,625
           Change in unrealized gain (loss) on interest rate swap                $      (85,500)          151,966
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Summary of Significant Accounting Policies
Organization
------------
Greater Rome Bancshares, Inc. (the "Company") is a bank holding company whose
business is conducted by its wholly owned bank subsidiary, Greater Rome Bank
(the "Bank"). The Company is subject to regulation under the Bank Holding
Company Act of 1956.

The Bank is a commercial bank that serves Rome, Georgia, a community located
approximately 50 miles north of metropolitan Atlanta, and surrounding Floyd
County. The Bank is chartered and regulated by the State of Georgia Department
of Banking and Finance and is insured and subject to regulation by the Federal
Deposit Insurance Corporation.

Basis of Presentation and Reclassification
------------------------------------------
The consolidated financial statements include the accounts of the Company and
the Bank. All intercompany accounts and transactions have been eliminated in
consolidation.

The accounting principles followed by the Company, and the methods of applying
these principles, conform with accounting principles generally accepted in the
United States of America ("GAAP") and with general practices within the banking
industry. In preparing financial statements in conformity with GAAP, management
is required to make estimates and assumptions that affect the reported amounts
in the financial statements. Actual results could differ significantly from
those estimates. Material estimates common to the banking industry that are
particularly susceptible to significant change in the near term include, but are
not limited to, the determination of the allowance for loan losses and the
valuation of real estate acquired in connection with or in lieu of foreclosure
on loans.

Allowance for Loan Losses
-------------------------
The Bank's provision for loan losses is based upon management's continuing
review and evaluation of the loan portfolio and is intended to create an
allowance adequate to absorb losses on loans outstanding as of the end of each
reporting period. For individually significant loans, management's review
consists of evaluations of the financial strength of the borrowers and the
related collateral. The review of groups of loans, which are individually
insignificant, is based upon delinquency status of the group, lending policies,
and collection experience.

We believe that the allowance for loan losses is adequate. While we use
available information to recognize losses on loans, future additions to the
allowance may be necessary based on changes in economic conditions. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review the allowance for loan losses. Such agencies may require us
to recognize additions to the allowance based on their judgments of information
available to them at the time of their examination.

Cash and Cash Equivalents
-------------------------
For presentation purposes in the consolidated statements of cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, interest-bearing
deposits with banks and federal funds sold.

Investment Securities
---------------------
The Company classifies its securities in one of three categories: trading,
available-for-sale, or held-to-maturity. Trading securities are bought and held
principally for sale in the near term. Held-to-maturity securities are those
securities for which the Company has the ability and intent to hold until
maturity. All other securities not included in trading or held-to-maturity are
classified as available-for-sale. The Company's current investment policy
prohibits trading activity.

                                       6
<PAGE>

Held-to-maturity securities are recorded at cost, adjusted for the amortization
or accretion of premiums or discounts. Transfers of securities between
categories are recorded at fair value at the date of transfer. Unrealized
holding gains or losses associated with transfers of securities from
held-to-maturity to available-for-sale are recorded as a separate component of
stockholders' equity.

Available-for-sale securities consist of investment securities not classified as
trading securities or held-to-maturity securities and are recorded at fair
value. Unrealized holding gains and losses on securities available-for-sale are
excluded from earnings and are reported as a separate component of stockholders'
equity until realized.

A decline in the market value of any available-for-sale or held-to-maturity
investment below cost that is deemed other than temporary is charged to earnings
and establishes a new cost basis for the security.

Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to the yield. Realized gains and losses for securities
classified as available-for-sale and held-to-maturity are included in earnings
and are derived using the specific identification method for determining the
cost of securities sold.

Loans Held-for-Sale
-------------------
Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of aggregate cost or market value. The amount by which cost
exceeds market value is accounted for as a valuation allowance. Changes, if any,
in the valuation allowance are included in the determination of net earnings in
the period in which the change occurs. The Company has recorded no valuation
allowance related to its mortgage loans held-for-sale as their cost approximates
market value. Gains and losses from the sale of loans are determined using the
specific identification method.

Loans, Loan Fees and Interest Income
------------------------------------
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity are reported at the principal amount outstanding, net
of the allowance for loan losses and any deferred fees or costs on originated
loans. Interest on all loans is calculated principally by using the simple
interest method on the daily balance of the principal amount outstanding.

A loan is considered impaired when, based on current information and events, it
is probable that all amounts due according to the contractual terms of the loan
agreement will not be collected. Impaired loans are measured based on the
present value of expected future cash flows discounted at the loan's effective
interest rate, or at the loan's observable market price, or at the fair value of
the collateral of the loan if the loan is collateral dependent. Interest income
from impaired loans is recognized using a cash basis method of accounting during
the time within that period in which the loans were impaired.


Premises and Equipment
----------------------
Premises and equipment are stated at cost less accumulated depreciation. Major
additions and improvements are charged to the asset accounts while maintenance
and repairs that do not improve or extend the useful lives of the assets are
expensed currently. When assets are retired or otherwise disposed of, the cost
and related accumulated depreciation are removed from the accounts, and any gain
or loss is reflected in earnings for the period.

Depreciation expense is computed using the straight-line method over the
following estimated useful lives:

         Building                                   40  years
         Land improvements                          20  years
         Furniture, fixtures and equipment          2-12 years

                                       7
<PAGE>

Income Taxes
------------
Deferred tax assets and liabilities are recorded for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Future tax
benefits, such as net operating loss carryforwards, are recognized to the extent
that realization of such benefits is more likely than not. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the assets and liabilities are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income tax expense in the period that
includes the enactment date.

In the event the future tax consequences of differences between the financial
reporting bases and the tax bases of the Company's assets and liabilities
results in deferred tax assets, an evaluation of the probability of being able
to realize the future benefits indicated by such asset is required. A valuation
allowance is provided for the portion of the deferred tax asset when it is more
likely than not that some portion or all of the deferred tax asset will not be
realized. In assessing the realizability of the deferred tax assets, management
considers the scheduled reversals of deferred tax liabilities, projected future
taxable income, and tax planning strategies.

Net Earnings Per Share
----------------------
Basic earnings per share are based on the weighted average number of common
shares outstanding during the period while the effects of potential shares
outstanding during the period are included in diluted earnings per share. The
reconciliation of the amounts used in the computation of both "basic earnings
per share" and "diluted earnings per share" for the periods presented in the
financial statements were calculated as follows:
<TABLE>
<CAPTION>

                                     Six months ended June 30, 2002           Three months ended June 30, 2002
                                     ------------------------------           --------------------------------
                                    Net          Common      Per Share        Net          Common      Per Share
                                  Earnings       Shares        Amount       Earnings       Shares        Amount
                                  --------       ------        ------       --------       ------        ------
<S>                            <C>              <C>           <C>        <C>              <C>           <C>
Basic earnings per share        $  536,485       688,672       $0.78      $  271,647       692,170        0.40

Effect of stock options               -           44,282       (0.05)           -           46,827       (0.03)
                                   -------       -------        ----         -------       -------        ----
Diluted earnings per share      $  536,485       732,954       $0.73      $  271,647        738,997       0.37
                                   =======       =======        ====         =======        =======       ====
</TABLE>
<TABLE>
<CAPTION>

                                     Six months ended June 30, 2001           Three months ended June 30, 2001
                                     ------------------------------           --------------------------------
                                    Net          Common      Per Share        Net          Common      Per Share
                                  Earnings       Shares        Amount       Earnings       Shares        Amount
                                  --------       ------        ------       --------       ------        ------
<S>                            <C>              <C>              <C>     <C>              <C>            <C>
Basic earnings per share        $  464,713       701,049        0.66      $  256,958       704,414        0.36

Effect of stock options               -           38,084       (0.03)           -           38,923       (0.01)
                                   -------       -------        ----         -------       -------        ----
Diluted earnings per share      $  464,713       739,133        0.63      $  256,958       743,338        0.35
                                   =======       =======        ====        ========       =======        ====
</TABLE>


Derivative Instruments and Hedging Activities
---------------------------------------------
Effective June 1, 1999, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), which establishes accounting and reporting
standards for hedging activities and for derivative instruments including
derivative instruments embedded in other contracts. SFAS No. 133 requires the
fair value recognition of derivatives as assets or liabilities in the financial
statements. The accounting for the changes in the fair value of a derivative

                                       8
<PAGE>

depends on the intended use of the derivative instrument at inception. The
change in fair value of instruments used as fair value hedges is accounted for
in the income of the period simultaneous with accounting for the fair value
change of the item being hedged. The change in fair value of the effective
portion of cash flow hedges is accounted for in comprehensive income rather than
income, and the change in fair value of foreign currency hedges is accounted for
in comprehensive income as part of the translation adjustment. The change in
fair value of derivative instruments that is not intended as a hedge is
accounted for in the income of the period of the change.

Recent Accounting Pronouncements
--------------------------------
Statement of Financial Accounting Standards No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities - a
replacement of SFAS No. 125", was effective for transfers and servicing of
financial assets occurring after March 31, 2001 and was effective for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. The implementation of SFAS No. 140 did not
have a material impact on the Company's financial position, results of
operations or liquidity.

On July 20, 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 is effective for business combinations initiated after
June 30, 2001 and requires all business combinations completed after its
adoption to be accounted for under the purchase method of accounting and
establishes specific criteria for the recognition of intangible assets
separately from goodwill. SFAS No. 142 became effective for the Company on
January 1, 2002 and addresses the accounting for goodwill and intangible assets
subsequent to their initial recognition. Upon adoption of SFAS No. 142, goodwill
and some intangible assets will no longer be amortized and will be tested for
impairment at least annually. The Company believes the adoption of SFAS No. 142
will not have a material impact on its financial position, results of operations
or liquidity.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

FORWARD LOOKING STATEMENTS

Various statements contained in this report, which are not statements of
historical fact, constitute forward-looking statements. Examples of
forward-looking statements include, but are not limited to:

   (1)  projections of revenues, income or loss, earnings or loss per share, the
        payment or non-payment of dividends, capital structure and other
        financial items;

                                       9
<PAGE>

   (2)  statements of plans and objectives of the Company or its management or
        board of directors, including those relating to products or services;
   (3)  statements of future economic performance; and
   (4)  statements of assumptions underlying these statements.

Words such as "believes," "anticipates," "expects," "intends," "targeted," and
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties, which may cause
actual results to differ materially from the results in the forward-looking
statements. Facts that could cause actual results to differ from those discussed
in the forward-looking statements include, but are not limited to:

   (1)  the strength of the U.S. economy in general and the strength of the
        local economies in which operations are conducted;
   (2)  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;
   (3)  inflation, interest rate, market and monetary fluctuations;
   (4)  the timely development of and acceptance of new products and services
        and perceived overall value of these products and services by users;
   (5)  changes in consumer spending, borrowing and saving habits;
   (6)  technological changes;
   (7)  acquisitions;
   (8)  the ability to increase market share and control expenses;
   (9)  the effect of changes in laws and regulations (including laws and
        regulations concerning taxes, banking, securities and insurance) with
        which the Company and its subsidiary must comply;
  (10)  the effect of changes in accounting policies and practices, as may be
        adopted by the regulatory agencies as well as the Financial Accounting
        Standards Board;
  (11)  changes in the Company's organization, compensation and benefit plans;
  (12)  the costs and effects of litigation and of unexpected or adverse
        outcomes in such litigation; and
  (13)  the Company's success at managing the risks involved in the foregoing.

Forward-looking statements speak only as of the date on which they are made. We
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is made to reflect
the occurrence of unanticipated events.

FINANCIAL CONDITION

As of June 30, 2002, the Company had $121.5 million in total assets, up $7.6
million over year-end 2001. Total deposits increased $7.1 million over year-end
2001 to $98.0 million.  Net loans outstanding increased $4.5 million over
year-end 2001 to $81.5 million. Loans held-for-sale decreased $55,748 to
$936,594 from year-end 2001. All of the Bank's growth in loans has come from the
local market. We attribute this growth to a relatively stable local economy
combined with competitive banking services delivered by a locally owned and
operated community bank. The Bank is the only locally owned and operated
community bank in its market, which has been dominated by regional banks and
fragmented by credit unions over the past several years.

The banking industry continues to experience competition from non-banks for
deposit and investment type products. Competition for local deposit dollars
continues to put upward pressure on the cost of deposits. The Bank's
asset/liability management committee has adopted policies designed to diversify
funding sources if local market deposits become less available and even more
costly. Within limits, the Bank may obtain funding from brokered certificates of
deposit and other forms of wholesale borrowing, such as the Federal Home Loan
Bank and term repurchase agreements. These policies should allow the Bank to
continue to meet the local market's credit demands while providing the
flexibility to obtain funding from various sources at optimum rates. While this
policy provides greater funding flexibility, the Bank continues to place primary
funding emphasis on local deposit growth. Core deposit growth development is the
primary focus of the Bank's current asset/liability management strategies. As of
June 30, 2002, the Bank had $5,000,000 in brokered deposits.


Capital

At June 30, 2002, the Bank's capital position was in excess of FDIC guidelines
to qualify as "well capitalized".  Based on the level of the Bank's risk
weighted assets at quarter end, we had $1.6 million more capital than necessary
to satisfy the "well-capitalized" criteria. The Bank's capital adequacy is

                                       10
<PAGE>

monitored quarterly by the asset/liability committee. At these quarterly
meetings, the committee develops strategies for the Bank's asset and liability
growth, mix and pricing.

We continue to evaluate opportunities to effectively deploy this excess capital
in order to improve shareholder returns. As a routine part of our business, we
evaluate opportunities with other financial institutions. Thus, at any time,
discussions, negotiations and due diligence activities concerning potential
transactions may occur.

From time to time, the Company may also purchase stock from shareholders who
have indicated a desire to sell their stock. Such transactions not only provide
liquidity for the Company's stock, but generally also improve the returns for
all remaining shareholders. Through the second quarter of 2002, the Company had
purchased and retired 27,474 shares of stock from shareholders. The price per
share for these unsolicited repurchase transactions ranged from $13.00 per share
to $16.00 per share.

The Bank's capital at June 30, 2002 will support assets up to approximately
$142.4 million and maintain its well-capitalized status. Assuming that the Bank
continues to grow with a risk-weighted asset mix consistent with its historical
experience, that asset quality is maintained, and that earnings growth continues
at its current rate, our 12-month projected capital would approach the minimum
limits to be well-capitalized when our assets are approximately $157.3 million.

Given the uncertainty of the current economy, management expects asset growth to
be less than 10% for 2002. The Company obtained a credit line for $2,000,000 in
the first quarter of 2001 from one of its correspondent banks. This line could
be used to provide additional capital for Bank growth or other liquidity
purposes. The line has a revolving period that ends on January 31, 2003, with
interest paid quarterly, and is then repaid over a five-year even amortization
plus interest, on a quarterly basis. If capital is required at the Bank level to
support asset growth, the Company will borrow sufficient funds against the
credit facility and contribute them to the Bank to maintain its
"well-capitalized" status for at least the next 12 months. At June 30, 2002, the
Company had drawn $180,000 from this credit line.

Liquidity

The Bank's liquidity position is monitored on daily management reports, and the
Asset Review Committee reviews the Bank's liquidity position against policy
ratios on a weekly basis. The Board of Directors reviews policy ratios against
actual performance in the monthly board reports.

We intend to manage loan growth so that net deposit growth will provide the
primary funding for net loan growth as well as cash reserves for working
capital. To the extent that net deposit growth from the local community
(core funding) is inadequate to support the loan demand, alternative short-term
and long-term funding sources are available.

Short-term funding is provided by the Bank's investment in federal funds sold,
and the marketable securities in its investment portfolio. Marketable securities
may be sold or used as collateral for short-term repurchase agreements with the
Bank's correspondent banks.

Long-term funding is available through loans from the Federal Home Loan Bank
("FHLB") that are collateralized by the Bank's investment in real estate loans
or marketable securities. Other long-term funding sources include non-local
institutional certificates of deposit that are obtained through direct
advertising on the Internet and brokered deposits placed through approved
brokers in the national markets. We will continue to seek cost effective
alternative funding sources for both the short and long term, if local deposit
growth does not keep pace with local loan demand. At times, term borrowings from
the FHLB and even brokered deposits can be obtained at rates more favorable than
local market term deposits. As long as policy limits will allow, management will

                                       11
<PAGE>

use non-core funding sources that have lower costs relative to local market term
deposits.

The Bank's liquidity and asset/liability policies place limits on these non-core
funding sources, which are monitored on a weekly basis by management and on a
monthly basis by the board. These limits are designed to place emphasis on local
deposit growth and limit the Bank's ability to grow solely from non-core funding
sources.

For the first six months of 2002, deposit growth exceeded loan growth by $2.6
million. Securities held-to-maturity remained unchanged at $1.4 million.
Securities available-for-sale increased $212,911 to $22.3 million. At June 30,
2002, the duration of the Bank's securities portfolio was 4.5 years with a
weighted average tax equivalent yield of 6.05%. All of the Bank's investment
securities are eligible as collateral for borrowings under either repurchase
agreements with our correspondent banks or advances from the Federal Home Loan
Bank. At June 30, 2002, marketable securities totaling $3.2 million were pledged
as collateral for FHLB advances. As of June 30, 2002, the Bank had unfunded loan
commitments totaling $7.9 million.

At June 30, 2002 the funds available for liquidity purposes consisted of $21.1
million in securities (eligible for sale under repurchase agreements), plus
Federal funds sold and other short-term bank deposits of $6.2 million, for a
total of $27.3 million. Under the repurchase agreements, margin requirements
range from 3% to 10% of the current market value of the underlying security, and
the borrowing rate tends to have a spread of approximately 25 to 40 basis points
over the Federal funds sold rate. The repurchase agreements allow the Bank to
raise funds out of its total securities portfolio without being forced to sell
the securities and recognize gains or losses as a result of the sale. In
addition to these sources of funds, the Bank has unsecured Federal funds
purchase lines of credit totaling $6.6 million, all of which was available at
quarter-end. Our correspondent banks may revoke these lines at any time.

FHLB membership provides an additional source of liquidity through credit
programs, which can provide term funding for up to 10 years and, in qualified
programs, up to 20 years. At June 30, 2002, the Bank had a total of $12.9
million in advances outstanding with the FHLB. We have assigned $16.7 million in
eligible residential first mortgage and commercial real estate loans and $3.2
million in marketable securities to the FHLB as collateral for this financing.

The FHLB currently has call options on $3.0 million of its advances to the Bank.
If call options are exercised on any of the advances, they will be converted
into a three-month LIBOR-based floating rate advance at the three-month LIBOR
rate. The most likely reason that the FHLB would call the advances would be if
interest rates rose sufficiently to present better investment alternatives for
the FHLB. In the event of a call, we will evaluate funding alternatives in light
of the Bank's interest rate risk profile at the time.

RESULTS OF OPERATIONS

The Company had net earnings of $536,485 ($0.78 per share) for the six months
ended June 30, 2002 and $271,647 ($0.40 per share) for the three months ended
June 30, 2002. This compares to net earnings of $464,713 ($0.66 per share) for
the six months ended June 30, 2001 and $256,958 ($0.36 per share) for the three
months ended June 30, 2001.

Net Interest Income

Net interest income increased $249,973 (13.6%) to $2,092,864 for the six months
ended June 30, 2002 and increased $128,150 (13.4%) for the three months ended
June 30, 2002 as compared to the same periods in 2001. This was primarily due to
the increase in average earning assets from $99.5 million in second quarter 2001
to $108.1 million for the second quarter of 2002. The net yield on average

                                       12
<PAGE>

earning assets, before the provision for loan losses, was 3.90% for 2002. This
compares to 3.73% for 2001. The Bank's cost of funds has decreased 185 basis
points, while its yield on earning assets has decreased 168 basis points in the
first quarter of 2002 as compared to the same period in 2001. These decreases in
asset yields and the cost of funds have resulted from the falling rate
environment of 2002. The percentage of average earning assets funded by interest
bearing liabilities decreased 1.8% to 88.0%, while loans as a percent of earning
assets increased 0.3% to 74.9%. The improvement in the interest-bearing
liabilities ratio was a result of the Bank's concerted effort to increase core
deposit growth in order to decrease non-core fund dependence and reduce interest
expense.


Summary of Loan Loss Experience
<TABLE>
<CAPTION>
                                                     Six months       Six months      Three months     Three months
                                                        ended           ended            ended             ended
    Allowance for possible loan losses                 6/30/02         6/30/01          6/30/02           6/30/01
    ----------------------------------                 -------         -------          -------           -------
<S>                                             <C>                 <C>             <C>                <C>
Balance at the beginning of the period           $     913,388         856,902          966,921           887,984

Charge-offs:
    Commercial                                           6,201          26,828             -                 -
    Consumer loans                                      53,459          48,507           20,764            37,857
                                                     ---------         -------        ---------           -------
    Total                                               59,660          75,335           20,764            37,857
                                                     ---------         -------        ---------           -------
Recoveries:
    Real estate - mortgage                               1,578             148              200               148
    Consumer loans                                      19,004           5,765            5,953             3,205
                                                     ---------         -------        ---------           -------
    Total                                               20,582           5,913            6,153             3,353
                                                     ---------         -------        ---------           -------
Net charge-offs (recoveries):                           39,078          69,422            14,611           34,504
Additions charged to operations                        156,000         132,000            78,000           66,000
                                                     ---------         -------         ---------          -------
Balance at end of period                         $   1,030,310         919,480         1,030,310          919,480
                                                     =========         =======         =========          =======
Average loans outstanding                        $  81,029,910      74,319,629        72,572,650       74,492,408
Ratio of net charge-offs to average loans                0.05%           0.09%             0.02%            0.05%
</TABLE>

The provision for loan losses was $156,000 in the first six months of 2002,
representing a $24,000 increase from the provision for the same period in 2001.
This increase was budgeted due to the budgeted growth in outstanding loans.

On a quarterly basis, we evaluate the history of the Bank's loan charge-offs and
review the credit risk in the Bank's loan portfolio. Based on the results of
these reviews, we evaluate the adequacy of the allowance for possible loan
losses. This evaluation considers historical loan losses by risk grade under
each major category of loans, i.e., commercial, real estate and consumer. It
also considers current portfolio risk, industry concentrations and the
uncertainty associated with changing economic conditions.

In addition, management performs an on-going loan review process. All new loans
are risk rated under loan policy guidelines. On a monthly basis, we evaluate the
composite risk ratings in a model that assesses the adequacy of the current
allowance for loan losses. This evaluation is presented to the board of
directors each month. Management performs loan reviews for compliance with
underwriting policy on new loans and presents the review results in the weekly
asset review committee meeting.  Past due loans are reviewed weekly, and
large loans are reviewed periodically.  Risk ratings may be changed if it
appears that new loans may not have received the proper initial grading or, if
on existing loans, credit conditions have improved or worsened.

We expect to incur losses on loans from time to time when borrowers' financial
conditions deteriorate. Where feasible, loans charged down or charged off will
continue to be collected. We consider the quarter end allowance adequate to
cover potential losses in the loan portfolio.

                                       13
<PAGE>

Allocation of the Allowance for Loan Losses
-------------------------------------------
Under the Bank's credit risk Loan Grading Policy, each loan in the portfolio is
assigned one of the following risk grades:
<TABLE>
<CAPTION>

    Grade       Short Definition                                   Grade     Short Definition
    -----       ----------------                                   -----     ----------------
<S>          <C>                                                    <C>    <C>
      1       Negligible credit risk                                 5      Greater than normal credit risk
      2       Minimal credit risk                                    6      Excessive credit risk
      3       Average credit risk                                    7      Potential loss
      4       Acceptable, but more than average credit risk          8      Uncollectable
</TABLE>

The policy provides more explicit guidance on the application of risk grades. On
a monthly basis, loan balances are aggregated for each grade and a loan loss
allowance is calculated using historical net charge-off ratios applicable to
each grade within each major category of loans, i.e., real estate, commercial
and consumer. The resulting calculation is compared to the allowance, as
booked, to determine the reasonableness of the reserve and whether the provision
for loan losses should be adjusted.

The approximate anticipated amount of charge-offs for 2002 allocated by major
category is:

                                     Projected
           Category                 Charge-offs
           --------                 -----------
           Real Estate              $    23,585
           Commercial                   104,029
           Consumer                     102,096
                                        -------
           Total                    $   229,710
                                        =======


Risk Elements
<TABLE>
<CAPTION>
                                                                    June 30, 2002          June 30, 2001
                                                                    -------------          -------------
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
<S>                                                            <C>                             <C>
Nonaccrual loans                                                $        406,026                222,070
Accruing loans contractually past due 90 days or more           $           -                      -
Troubled debt restructurings                                    $         70,845                 71,436
</TABLE>

The amount of interest that would have been included in income on the above
non-accrual loans if they had been current in accordance with their original
terms was $16,983 in 2002 and $8,500 in 2001.  The amount of interest that
was included in interest income on the above loans was $2,299 in 2002 and $0 in
2001.

The Bank's policy is to place loans on non-accrual status when it appears that
the collection of principal and interest in accordance with the terms of the
loan is doubtful. Any loan that becomes 90 days past due as to principal or
interest is placed on non-accrual, unless corrective action is certain and
imminent.

Non-interest Income and Expenses

Non-interest income increased $104,258 (28.4%) to $471,725 for the six months
ended June 30, 2002 and increased $33,385 (17.2%) for the three months ended
June 30, 2002 as compared to the same periods in 2001.  This was mainly due
to a significant increase in non-sufficient funds ("NSF") and overdraft income
from the introduction of an overdraft privilege program in the fourth quarter of
2001. NSF and overdraft fees increased from $101,321 in 2001 to $200,222 in
2002. Of that increase, $81,283 was directly related to the overdraft privilege

                                       14
<PAGE>

program. Non-interest expenses increased $230,356 (15.9%) to $1,676,207 for the
six months ended June 30, 2002 and $133,869 (18.5%) to $859,412 for the three
months ended June 30, 2002 from the same periods for 2001.

Salaries and benefits for the six months ended June 30, 2002 increased $133,798
(17.3%) to $906,631 and increased $93,030 (24.7%) to $469,584 for the three
months ended June 30, 2002 as compared to the same periods in 2001.  This is
due to the growth in the number of full-time-equivalent employees, salary
increases and increases in the costs of employee benefits. The number of
employees grew from 43 at the end of the second quarter of 2001 to 46 at the end
of the second quarter of 2002. Occupancy costs increased by $22,826 (10.1%) to
$248,769 for the six months ended June 30, 2002, and increased $4,825 (4.0%) to
$124,307 for the three months ended June 30, 2002 over the same periods in 2001.

Other operating expenses increased $73,732 (16.5%) to $520,807 for the six
months ended June 30, 2002, and increased $36,014 (15.7%) to $265,521 for the
three months ended June 30, 2002 as compared to the same periods in 2001. The
increase is attributable to the higher volume of business associated with
advertising and marketing costs, data processing costs, and supplies. We
continue to focus on improving operating expense efficiencies, through the use
of current banking technologies, outsourcing solutions and human resource
training and development.

Interest Rate Sensitivity

In the current economic environment, improvement in the Company's earnings
depends less upon continued earning asset growth and more upon maintaining good
asset quality, core deposit development, recurring service fee income
enhancement and operating efficiency improvement.

Given the intense competition for core deposits in the Bank's local market, much
of the Bank's growth has been funded by interest bearing CD's and borrowed
funds. This has had an adverse impact on the efficiency of the Bank's interest
margin, while improving earnings per share. The terms of these funding sources
were planned to minimize the impact on the Bank's liquidity and interest rate
risk. During this period of low asset growth, management is focusing on
strategies to replace these high cost funds with lower cost core deposits. While
this may increase our interest rate risk, it should improve the spread on our
net interest margin.

The Bank uses a third party interest rate risk analysis product, which
quantifies the amount of risk to the net interest margin and to the current
market value of equity. It produces a composite analysis of several approaches
including GAP analysis, rate shocks in 100-point increments up and down 400
basis points, and simulation modeling.

As with any model, many assumptions have to be made about the repricing
attributes of the Bank's assets and liabilities. Where industry experience seems
appropriate, such assumptions are used. Given the extremely competitive market
for the public's investing and savings dollars, the lack of correlation between
changes in the yields on U.S. Treasury securities and customer deposit rates
seems to be increasing. This uncertainty increases the uncertainty about the
conclusiveness of the interest rate risk models.

The asset/liability committee monitors the Bank's exposure to interest rate risk
on a quarterly basis. As of its most recent review, the effect of an immediate
and simultaneous change in interest rates, either up or down by 200 basis
points, on the Bank's net interest income and on its economic value of equity
was calculated to be within policy limits.  The net interest income policy
limit specifies that the amount of adverse impact to net interest income due to
interest rate risk is limited to no more than 10% of projected net interest
income for the following 12 months, assuming a 200 basis point change in
interest rates. The economic value of equity policy limit specifies that the
adverse effect of a similar rate change on the economic value of equity is
limited to no more than 25% of the Bank's current capital.

                                       15
<PAGE>



                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

There are no material, pending legal proceedings to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.

Item 2.  Changes in Securities.

         (a)   Not applicable.

         (b)   Not applicable.

         (c)   Not applicable

         (d)   Not applicable


Item 3.  Defaults Upon Senior Securities.

         Not applicable.

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

On May 16, 2002 the Company held its 2002 annual meeting of shareholders. At
that meeting the following items were voted upon with the results of the votes
tabulated below each item:

        (a)  to elect twelve directors to the Board of Directors to serve terms
             until the next annual meeting or until their successors are
             qualified and elected.
<TABLE>
<CAPTION>

       Director Nominee                     For                    Withheld/Against           Abstentions/Non-votes
       ----------------                     ---                    ----------------           ---------------------
<S>                                      <C>                            <C>                           <C>
Robert L. Berry                           430,753                        None                          None
Frank A. Brown, Jr.                       430,753                        None                          None
Thomas D. Caldwell, III                   430,753                        None                          None
Gene G. Davidson, MD                      430,553                         200                          None
Henry Haskell Perry                       430,753                        None                          None
Bradford Lee Riddle                       430,753                        None                          None
M. Wayne Robinson                         429,553                        1,200                         None
Dale G. Smith                             430,753                        None                          None
Paul E. Smith                             430,753                         200                          None
W. Fred Talley                            430,753                        None                          None
Martha B. Walstad                         430,753                        None                          None
Edwin C. Watters                          430,753                        None                          None
</TABLE>

Pursuant to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of
1934, as amended, shareholders desiring to present a proposal for consideration
at the Company's 2003 Annual Meeting of Shareholders must notify the Company in
writing at its principal office at 1490 Martha Berry Blvd., Rome, Georgia 30165,
of the contents of such proposal no later December 13, 2002. Failure to timely
submit such a proposal will enable the proxies appointed by management to
exercise their discretionary voting authority when the proposal is raised at the
Annual meeting of Shareholders without any discussion of the matter in the proxy
statement.

                                       16
<PAGE>

Item 5.  Other Information.

         None.

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

        (a)  The following documents are filed as part of this report:

         3.1  Articles of Incorporation (Incorporated by reference to Exhibit
              3.1 to the Company's Registration Statement No. 33-82858 on Form
              SB-2).

         3.2  Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's
              Registration Statement No. 33-82858 on Form SB-2).

         4.1  Provisions of Company's Articles of Incorporation and Bylaws
              Defining the Rights of Shareholders (Incorporated by reference to
              Exhibit 4.1 to the Company's Registration Statement No. 33-82858
              on Form SB-2).

         4.2  Form of Stock Certificate (Incorporated by reference to Exhibit
              4.2 to the Company's Registration Statement No. 33-82858 on Form
              SB-2).

        10.1  *Employment Agreement between the Company and Thomas D. Caldwell,
              III dated September 1, 1997. (Incorporated by reference to Exhibit
              10.1 of the Company's Quarterly Report on Form 10-QSB for the
              quarter ended September 30, 1997).

        10.2  *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan
              (Incorporated by reference to Exhibit 10.12 of the Company's
              Annual Report on Form 10-KSB for the year-ended December 31,
              1995).

        10.3  *Form of Incentive Stock Option Agreement (Incorporated by
              reference to Exhibit 10.13 of the Company's Annual Report on Form
              10-KSB for the year-ended December 31, 1996).

        10.4  *Form of Stock Option Award to Non-employee Directors
              (Incorporated by reference to Appendix A to the Company's Proxy
              Statement for the 1997 Annual Meeting of the Shareholders held May
              15, 1997).

        10.5  *Employment Agreement between the Company and E. Grey Winstead,
              III dated September 1, 1997. (Incorporated by reference to Exhibit
              10.5 of the Company's Quarterly Report on Form 10-QSB for the
              quarter ended September 30, 1997).

        10.6  *Executive Supplemental Retirement Plan Agreement between the
              Bank and Thomas D. Caldwell, III dated December 28, 1998.
              (Incorporated by reference to Exhibit 10.6 of the Company's
              Quarterly Report on Form 10-QSB for the quarter ended March 31,
              1999).

        10.7  *Greater Rome Bancshares, Inc. Board of Directors Compensation
              Program, dated October 14, 1999.  (Incorporated by reference to
              Exhibit 10.7 of the Company's Annual Report on Form 10-KSB for the
              year-ended December 31, 1999).

                                       17
<PAGE>

        10.8  *Executive Supplemental Retirement Plan Agreement between the
              Bank and E. Grey Winstead, III dated January 13, 2000.
              (Incorporated by reference to Exhibit 10.8 of the Company's
              Quarterly Report on Form 10-QSB for the quarter ended March 31,
              2000).

        99.1  Certification of Messrs. Caldwell and Winstead pursuant to 18
              U.S.C.ss.1350
----------------------------------------
* Indicates a management contract or compensatory arrangement.

        (b)  Reports on Form 8-K

             No reports on Form 8-K were filed during the quarterly period ended
             June 30, 2002.


                                       18
<PAGE>


                                   SIGNATURES


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

                                     GREATER ROME BANCSHARES, INC.



Date:  August 3, 2002             By:/s/ Thomas D. Caldwell, III
                                     ---------------------------
                                     Thomas D. Caldwell, III
                                     President, Chief Executive Officer


                                  By: /s/ E. Grey Winstead, III
                                      -------------------------
                                      E. Grey Winstead, III
                                      Principal Financial and Accounting Officer


                                       19
<PAGE>


                          GREATER ROME BANCSHARES, INC.
            Form 10-QSB for the quarterly period ended June 30, 2002

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

  Exhibit
  Number                              Description                                                         Sequential Page
  ------                              -----------                                                         ---------------
   <S>  <C>                                                                                                    <C>
    3.1  Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's
         Registration Statement No. 33-82858 on Form SB-2).                                                     N/A

    3.2  Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement
         No. 33-82858 on Form SB-2).                                                                            N/A

    4.1  Provisions of Company's Articles of Incorporation and Bylaws Defining the Rights of
         Shareholders (Incorporated by reference to Exhibit 4.1 to the Company's Registration
         Statement No. 33-82858 on Form SB-2).                                                                  N/A

    4.2  Form of Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company's
         Registration Statement No. 33-82858 on Form SB-2).                                                     N/A

   10.1  *Employment Agreement between the Company and Thomas D. Caldwell, III dated September 1,
         1997. (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on
         Form 10-QSB for the quarter ended September 30, 1997).                                                 N/A

   10.2  *Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan (Incorporated by reference to
         Exhibit 10.12 of the Company's Annual Report on Form 10-KSB for the year ended December
         31, 1995).                                                                                             N/A

   10.3  *Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.13
         of the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996).                   N/A

   10.4  *Form of Stock Option Award to Non-employee Directors (Incorporated by reference to
         Appendix A to the Company's Proxy Statement for the 1997 Annual Meeting of the Shareholders
          held May 15, 1997).                                                                                   N/A

   10.5  *Employment Agreement between the Company and E. Grey Winstead, III dated September 1,
         1997. (Incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form
          10-QSB for the quarter ended September 30, 1997).                                                     N/A

   10.6  *Executive Supplemental Retirement Plan Agreement between the Bank and Thomas D. Caldwell,
         III dated December 28, 1998.  (Incorporated by reference to Exhibit 10.6 of the Company's
         Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999).                                 N/A

   10.7  *Greater Rome Bancshares, Inc. Board of Directors Compensation Program, dated October 14,
         1999. (Incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form
         10-KSB for the year ended December 31, 1999).                                                          N/A

                                       20
<PAGE>

   10.8  *Executive Supplemental Retirement Plan Agreement between the Bank and E. Grey Winstead,
         III dated January 13, 2000.  (Incorporated by reference to Exhibit 10.8 of the Company's
          Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000).                                N/A

   99.1  Certification of Messrs. Caldwell and Winstead pursuant to 18 U.S.C.ss.1350                             22
</TABLE>
------------------------------------------
* Indicates a management contract or compensatory arrangement.

                                       21
<PAGE>


                                  Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Greater Rome Bancshares, Inc. (the
"Company"), on Form 10-QSB for the period ended June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, Thomas D. Caldwell, III, President and Chief Executive Officer of
the Company, and E. Grey Winstead, III, Chief Financial Officer of the Company,
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

   (1)  The Report fully complies with the requirements of section 13(a) or
        15(d) of the Securities Exchange Act of 1934; and

   (2)  The information contained in the Report fairly presents, in all material
        respects, the financial condition and results of operation of the
        Company.


This 3rd day of August, 2002.

/s/ Thomas D. Caldwell, III
---------------------------
Thomas D. Caldwell, III
President and Chief Executive Officer



/s/ E. Grey Winstead, III
-------------------------
E. Grey Winstead, III
Chief Financial Officer

                                       22