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 March 31, 2001

---      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:

         704,181 shares of common stock, $.01 par value per share, were issued
and outstanding as of April 30, 2001.

         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)
                      March 31, 2001 and December 31, 2000

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

                                                                           2001              2000
                                                                           ----              ----
 <S>                                                                <C>                    <C>
 Cash and due from banks, including reserve
        requirements of $212,000 in 2001 and $241,000 in 2000       $      2,142,537         3,158,370
 Federal funds sold                                                        3,540,000         4,013,000
 Interest bearing deposits                                                 1,259,396           235,462
                                                                         -----------       -----------
        Cash and cash equivalents                                          6,941,933         7,406,832

 Securities available-for-sale                                            20,140,649        18,863,175
 Securities held-to-maturity                                               1,879,925         1,879,731
 Loans, net                                                               73,754,168        72,414,504
 Premises and equipment, net                                               3,559,271         3,493,969
 Bank owned life insurance                                                 1,284,152         1,268,858
 Accrued interest receivable and other assets                              1,230,409         1,462,803
                                                                         -----------       -----------
                                                                    $    108,790,507       106,789,872
                                                                         ===========       ===========

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

 Deposits:
        Demand                                                      $      8,597,740         8,616,230
        Interest bearing demand                                            7,172,470         6,521,162
        Savings                                                           11,782,468        12,180,103
        Time                                                              40,433,107        39,450,996
        Time, $100,000 and over                                           17,628,660        15,740,950
                                                                         -----------       -----------
                   Total deposits                                         85,614,445        82,509,441

 Federal Home Loan Bank borrowings                                        12,850,000        12,850,000
 Securities sold under repurchase agreement                                     -            2,500,000
 Federal funds purchased                                                   1,000,000              -
 Accrued interest payable and other liabilities                              653,626           715,712
                                                                         -----------       -----------
                   Total liabilities                                     100,118,071        98,575,153
                                                                         -----------       -----------
 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; 697,616 and 698,316 shares
                   issued and outstanding respectively                         6,976             6,983
        Additional paid-in capital                                         6,914,978         6,921,915
        Accumulated earnings                                               1,425,325         1,220,426
        Accumulated other comprehensive income                               325,157            65,395
                                                                         -----------       -----------
                   Total stockholders' equity                              8,672,436         8,214,719
                                                                         -----------       -----------
                                                                    $    108,790,507       106,789,872
                                                                         ===========       ===========
</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 the Three Months Ended March 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                 Three Months   Three Months
                                                                    Ended           Ended
                                                                 Mar 31, 2001   Mar 31, 2000
                                                                 ------------   ------------
<S>                                                           <C>                <C>
Interest income:
    Interest and fees on loans                                   $ 1,793,466      1,324,668
    Interest and dividends on investments
       Taxable                                                       218,026        202,286
       Nontaxable                                                     99,646         34,369
    Interest on federal funds sold and deposits with other banks      47,924         60,130
                                                                   ---------      ---------
       Total interest income                                       2,159,062      1,621,453
                                                                   ---------      ---------

Interest expense:
    Time deposits                                                    915,299        563,524
    Savings deposits                                                 116,119         88,766
    Interest bearing demand deposits                                  34,505         29,942
    Other                                                            204,959        141,583
                                                                   ---------      ---------
       Total interest expense                                      1,270,882        823,815
                                                                   ---------      ---------

       Net interest income                                           888,180        797,638
Provision for loan losses                                             66,000         31,610
                                                                   ---------      ---------
       Net interest income after provision for loans losses          822,180        766,028
                                                                   ---------      ---------
Other income:
    Service charges                                                   71,280         50,787
    Other                                                            102,203         40,149
                                                                   ---------      ---------
       Total other income                                            173,483         90,936
                                                                   ---------      ---------

Other expenses:
    Salaries and employee benefits                                   396,279        330,393
    Occupancy                                                        106,461         87,780
    Other operating                                                  217,568        205,930
                                                                   ---------      ---------
       Total other expenses                                          720,308        624,103
                                                                   ---------      ---------

       Income  before income taxes                                   275,355        232,861
Income tax expense                                                    67,600         71,132
                                                                   ---------      ---------
       Net income                                                $   207,755        161,729
                                                                   =========      =========
Other comprehensive income
    Unrealized gains (losses) on securities available
       for sale arising during  period, net of tax (benefit) of
       $108,506 and $(23,583)                                        177,337        (38,544)
    Unrealized gain on interest rate swap arising during the
       period, net of tax of $50,433 and $0                           82,425           -
                                                                   ---------      ---------

       Total other comprehensive income                          $   467,517        123,185
                                                                   =========      =========

Basic earnings per share                                         $      0.30           0.23
                                                                   =========      =========
Diluted earnings per share                                       $      0.28           0.22
                                                                   =========      =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                  GREATER ROME BANCSHARES, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
               For the Three Months Ended March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                                  2001             2000
                                                                                  ----             ----
<S>                                                                        <C>                   <C>
Cash flows from operating activities:
     Net income                                                            $     207,755          161,729
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation, amortization and accretion                                  49,590           43,266
        Provision for loan losses                                                 66,000           31,610
        Change in:
          Interest receivable and other assets                                   108,595         (114,214)
          Interest payable and other liabilities                                 (62,087)          60,639
                                                                               ---------        ---------
        Net cash provided by operating activities                                369,853          183,030
                                                                               ---------        ---------

Cash flows from investing activities:
     Proceeds from maturities and calls of securities available-for-sale       2,845,485          172,967
     Purchases of securities available-for-sale                               (3,750,010)      (1,595,762)
     Purchase of FHLB stock                                                         -             (50,000)
     Net increase in loans                                                    (1,405,664)      (1,101,157)
     Purchases of premises and equipment                                        (119,767)         (52,216)
                                                                               ---------        ---------
        Net cash used by investing activities                                 (2,429,956)      (2,626,168)
                                                                               ---------        ---------

Cash flows from financing activities:
     Net change in deposits                                                    3,105,004        1,822,349
     Net change in FHLB borrowings                                                  -           2,000,000
     Net change in securities sold under repurchase agreements                (2,500,000)      (1,500,000)
     Net change in federal funds purchased                                     1,000,000             -
     Purchase and retirement of treasury stock                                    (9,800)            -
                                                                               ---------        ---------
        Net cash provided by financing activities                              1,595,204        2,322,349
                                                                               ---------        ---------

Net change in cash and cash equivalents                                         (464,899)        (120,789)

Cash and cash equivalents at beginning of period                               7,406,832        5,029,652
                                                                               ---------        ---------
Cash and cash equivalents at end of period                                 $   6,941,933        4,908,863
                                                                               =========        =========
Supplemental disclosures of cash flow information:
     Cash paid for:
        Interest                                                           $   1,164,244          808,667
        Income taxes                                                       $       9,500            1,400
Non cash investing and financing activities:
     Change in unrealized gain (loss) on sale of securities
        available-for-sale                                                 $     285,843          (62,126)
     Change in unrealized gain on interest rate swap                       $     132,858             -


See accompanying notes to consolidated financial statements.

</TABLE>

                                       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 Floyd County, including Rome, Georgia,
a community located approximately 50 miles north of metropolitan Atlanta. 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 generally accepted accounting principles ("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.

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.

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.

                                       6
<PAGE>

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, 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.

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.

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

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

                                       7
<PAGE>

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:

                                               Net          Common    Per Share
For the quarter ended March 31, 2001:        Earnings        Share      Amount
                                             --------        -----      ------

      Basic earnings per share              $ 207,755       697,683      0.30

      Effect of stock options                    -           37,460        -
                                              -------       -------      ----
      Diluted earnings per share            $ 207,755       735,143      0.28
                                              =======       =======      ====


                                               Net          Common    Per Share
For the quarter ended March 31, 2000:        Earnings        Share      Amount
                                             --------        -----      ------

      Basic earnings per share              $ 161,729       701,600      0.23

      Effect of stock options                    -           27,845        -
                                              -------       -------      ----
      Diluted earnings per share            $ 161,729       729,445      0.22
                                              =======       =======      ====

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
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 are not intended as a hedge is
accounted for in the income of the period of the change.

                                       8
<PAGE>

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;
  (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.

                                       9
<PAGE>

FINANCIAL CONDITION

As of March 31, 2001, the Company had $108.8 million in total assets, up $2.0
million over year-end 2000. Total deposits increased $3.1 million over year-end
2000 to $85.6 million. ___ Net loans outstanding increased $1.3 million over
year-end 2000 to $73.7 million. 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.

In October 2000, the Bank purchased an office building adjacent to the main
office located on Martha Berry Blvd. in Rome. The purchase price of the facility
was $340,000. Planned modifications to the facility were completed in the first
quarter of 2001 and deposit operations, items processing, network administration
and general accounting were relocated to the new offices. This move has made
more space available in the main office for customer service and support.
Management originally planned to begin construction of a 4,265 square foot main
office expansion in the fourth quarter of 2000. However, after careful analysis,
we determined the cost of purchasing the adjacent office building to be a more
favorable alternative. The expansion of the main office remains a future
possibility as the Bank continues to grow.

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
March 31, 2001, the Bank had $5,000,000 in brokered deposits.

Capital

At March 31, 2001, 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 $779,000 more capital than necessary to
satisfy the "well-capitalized" criteria. The Bank's capital adequacy is
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 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 first quarter of 2001, the Company had
purchased and retired 6,310 shares of stock from shareholders.

The Bank's capital at March 31, 2001 will support assets up to approximately
$119 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

                                       10
<PAGE>

at its current rate, our 12-month projected capital would approach the minimum
limits to be well-capitalized when our assets are approximately $131 million.

Given the recent signs of a slowing economy, and the Company's declining excess
capital levels, management has budgeted a much slower asset growth rate for
2001. Emphasis for 2001 is focused on earnings improvement and operational
efficiency initiatives to improve the Company's capital growth through earnings.
In an effort to position the Bank for potential high growth opportunities in the
future, the Company obtained a credit line for $2,000,000 in the first quarter
of 2001 from one of its correspondent banks. The line has a two-year revolving
period, 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.

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 that
local market term deposits. As long as policy limits will allow, management will
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 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 three months of 2001, deposit growth exceeded loan growth by $1.8
million. Securities held-to-maturity remained unchanged at $1.9 million.
Securities available-for-sale increased $1.3 million to $20.1 million. At March
31, 2001, the duration of the Bank's security portfolio was 4.0 years with a
weighted average tax equivalent yield of 6.76%. 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 March 31, 2001, securities totaling $3.7 million and $200,000 in cash
were pledged as collateral for FHLB advances. As of March 31, 2001, the Bank had
unfunded loan commitments totaling $6.2 million.

                                       11
<PAGE>

At March 31, 2001 the funds available for liquidity purposes consisted of $18.0
million in securities (eligible for sale under repurchase agreements), plus
Federal funds sold and other short-term bank deposits of $4.6 million, for a
total of $22.6 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 $4.5 million, of which $3.5 million 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 March 31, 2001, the Bank had a total of $12.9
million in advances outstanding with the FHLB. We have assigned $15.9 million in
eligible residential first mortgage and commercial real estate loans and $3.7
million in securities to the FHLB as collateral for this financing.

The FHLB currently has call options on $9.0 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 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 $207,755 ($0.30 per share) for the three months
ended March 31, 2001. This compares to net earnings of $161,729 ($0.23 per
share) for the three months ended March 31, 2000. Income before income taxes in
the first quarter of 2000 improved over the same period in 2000 by $42,494
(18.2%) to $275,355.

Net Interest Income

Net interest income increased $90,542 (11.4%) to $888,180 for the three months
ended March 31, 2001. This was primarily due to the 29.7% increase in average
earning assets from $75.5 million in first quarter 2000 to $98.0 million for the
first quarter of 2001. The net yield on average earning assets, before the
provision for loan losses, was 3.68% for 2001. This compares to 4.24% for 2000.
The Bank's cost of funds has risen 88 basis points, while its yield on earning
assets has risen 33 basis points in the first quarter of 2001 as compared to the
same period in 2000. The percentage of average earning assets funded by interest
bearing liabilities increased 4.0% to 91.2%, while loans as a percent of earning
assets increased 2.1% to 75.6%.

                                       12
<PAGE>

Summary of Loan Loss Experience
<TABLE>
<CAPTION>
                                                                           Three months   Three months
                                                                              ended          ended
                                                                             3/31/01        3/31/00
                                                                             -------        -------
<S>                                                                     <C>                <C>
Allowance for possible loan losses at the beginning of the quarter      $    856,902        684,131
Charge-offs:
    Real estate - mortgage                                                      -              -
    Consumer loans                                                            37,478         22,590
                                                                             -------        -------
    Total                                                                     37,478         22,590
                                                                             -------        -------
Recoveries:
    Real estate - mortgage                                                      -              -
    Consumer loans                                                             2,560          4,502
                                                                             -------        -------
    Total                                                                      2,560          4,502
                                                                             -------        -------
Net charge-offs:                                                              34,918         18,088
Additions charged to operations                                               66,000         31,610
                                                                             -------        -------
Balance at end of quarter                                               $    887,984        697,653
Average loans outstanding, net of unearned income                       $ 73,900,968     55,626,012
Ratio of net charge-offs to average loans                                       0.05%         0.03%
</TABLE>

The provision for loan losses was $66,000 in the first quarter of 2001,
representing a $34,390 increase from the provision for the same period in 2000.

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 factors that represent management's estimate of
the allowance applicable to each grade. These factors are compared to historical
charge-offs for reasonableness and adjusted, as necessary.

The approximate anticipated amount of charge-offs for 2001 allocated to current
risk grade balances based on historical analysis of charge-offs associated with
original loan grades is:

                                      Projected
                        Grade        Charge-offs
                        -----        -----------
                          1                -
                          2                 108
                          3              62,535
                          4              84,540
                          5               9,194
                          6              12,912
                          7                -
                          8                -
                                         ------
                        Total           169,289
                                        =======


Risk Elements
<TABLE>
<CAPTION>
                                                                March 31, 2001         March 31, 2000
                                                                --------------         --------------
Nonaccrual, Past Due and Restructured Loans
-------------------------------------------
<S>                                                             <C>                        <C>
Nonaccrual loans                                                $     73,333                158,525
Accruing loans contractually past due 90 days or more           $      5,990                   -
Troubled debt restructurings                                    $     67,705                245,252
</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 $3,464 in 2001 and $4,373 in 2000.  The amount of interest that was
included in interest income on the above loans was $0 in 2001 and $0 in 2000.

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.

                                       14
<PAGE>

Non-interest Income and Expenses

Non-interest income increased $82,547 (91%) to $173,483 for the three months
ended March 31, 2001 from the same period of 2000. This was mainly due to a
significant increase in demand for mortgage loans resulting from a drop in
mortgage rates during first quarter as well as our increased focus on developing
mortgage lending business.  Mortgage origination fees increased from $4,915
in 2000 to $62,521 in 2000. Service charges on deposit accounts increased
$20,493 (40%) to $71,280.

Non-interest expenses increased $96,205 (15%) to $720,308 for the three months
ended March 31, 2001 from the same period for 2000. The lower growth rate of
non-interest expenses relative to the earning asset growth rate of 29.7%
indicates that our operating efficiencies continue to improve.

Salaries and benefits for the three months ended March 31, 2001 increased
$65,886 (19.9%) to $396,279 from the same period in 2000. This is due to the
growth in the number of full-time-equivalent employees and increases in the
costs of employee benefits. The number of employees grew from 38 at the end of
the first quarter of 2000 to 42 at the end of the first quarter of 2001.
Occupancy costs increased by $18,681 (21.3%) to $106,461 in 2001 from the same
period in 2000. The increase is due mainly to the installation of the Bank's
operations center in first quarter of 2001.

Other operating expenses increased $11,638 (5.7%) to $217,568 in 2001 from the
same period in 2000. In 2000, management implemented several initiatives to
reduce the cost of back office services such as item processing, statement
rendering and wire services. These efficiency moves allowed the Bank to grow its
earning assets by 29.7% without a commensurate increase in handling costs.

In 2000, management implemented a technology development program
to evaluate all of its existing technologies and determine the most effective
alternatives for data processing, item processing/check imaging, new loan and
deposit processing, document imaging and optical data storage. Internet banking
and e-commerce evaluations were also initiated. A technology consultant was used
to assist with the evaluations. Contracts on these technology initiatives are in
various stages of completion and services are expected to be installed
throughout 2001. These initiatives should further improve customer services as
well as operating efficiencies. 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 recent growth has been funded by interest bearing CD's and
borrowed funds. This has had an adverse impact on 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.
As the Bank's asset growth rate is moderated to come line with expected earnings
growth rates, management is very focused on strategies to replace these high
cost funds with lower cost core deposits. This may increase interest rate risk
but should improve the earnings power of the 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

                                       15
<PAGE>

for the public's investing and savings dollars, the "basis risk," or lack of
correlation between changes in the yields on U.S. Treasury securities and
customer deposit rates, seems to be increasing. In other words, if the one-year
T-bill falls in yield by 100 basis points, it is unlikely that one-year time
deposits will roll down by 100 basis points at maturity. 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.

                                       16
<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.

         None.

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).

                                       17
<PAGE>

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).

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).

---------------------------------
* 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
     March 31, 2001.

                                       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:  May 4, 2001                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 March 31, 2001

                                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
</TABLE>

---------------------------------
* Indicates a management contract or compensatory arrangement.


                                       21